TRAVELERS LIFE & ANNUITY CO, S-2/A, 1999-04-09

TRAVELERS LIFE & ANNUITY CO
S-2/A, 1999-04-09

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<PAGE> 1
Registration Statement No. 333-69753

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Pre-Effective Amendment No. 1 to

FORM S-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE TRAVELERS LIFE AND ANNUITY COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)

CONNECTICUT
-----------
(State or other jurisdiction of incorporation or organization)

I.R.S. Employer Identification Number: 06-0566090
----------

One Tower Square, Hartford, Connecticut 06183 (860) 277-0111
------------------------------------------------------------------------
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)

Ernest J. Wright
Secretary
The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183
(860) 277-4345
---------------------------------------------------------
(Name, Address, including Zip Code, and Telephone Number,
including Area Code of Agent for Service)

Approximate date of commencement of proposed sale to the public: The investment
option interests covered by this registration statement are to be issued from
time to time after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. X
---
If the registrant elects to deliver its latest annual report to
security-holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box.
-----

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

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

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

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

<PAGE> 2

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities To Be Registered Registered Per Unit Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interests in Fixed Account Not Applicable Not Applicable $10,000,000* $2,780.00
Annuitization Options with
A Market Value Adjustment
Cash Out Feature
=======================================================================================================================
</TABLE>

* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount being registered and the proposed
maximum offering price per unit are not applicable in that these contracts are
not issued in predetermined amounts or units.

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

<PAGE> 3

PART I

INFORMATION REQUIRED IN PROSPECTUS

THE TRAVELERS LIFE AND ANNUITY COMPANY

Cross Reference Sheet Pursuant to Regulation S-K, Item 501(b)

<TABLE>
<CAPTION>
Item
No. Form S-2 Caption Heading in Prospectus
- --- ---------------- ---------------------

<S> <C> <C>
1. Forepart of the Registration Statement Outside Front Cover Page of Registration
and Outside Front Cover Page of Statement and Prospectus
Prospectus

2. Inside Front and Outside Back Cover Available Information, Incorporation of
Pages of Prospectus Certain Documents by Reference;
Table of Contents

3. Summary Information, Risk Factors Prospectus Summary; Outside Front
and Ratio of Earnings to Fixed Charges Cover Page

4. Use of Proceeds Investments by the Company

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Distribution of the Contract

9. Description of Securities to be Outside Front Cover Page of Prospectus;
Registered Description of Contracts

10. Interests of Named Experts and Not Applicable
Counsel

11. Information with Respect to the Outside Front Cover Page; Incorporation
Registrant of Certain Documents by Reference to Form 10-K

12. Incorporation of Certain Incorporation of Certain Documents by
Information by Reference Reference

13. Disclosure of Commission Position Not Applicable
on Indemnification of Securities
Act Liabilities
</TABLE>

<PAGE> 4

PROSPECTUS

<PAGE> 5

TRAVELERS RETIREMENT ACCOUNT
PROSPECTUS

This prospectus describes TRAVELERS RETIREMENT ACCOUNT a flexible premium
deferred variable annuity contract (the "Contract") issued by The Travelers Life
and Annuity Company (the "Company," "we" or "our").

Your contract value will vary daily to reflect the investment experience of the
funding options you select. The funding options currently available through The
Travelers Separate Account Six for Variable Annuities are:

High Yield Bond Trust
Managed Assets Trust
Money Market Portfolio
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund
Emerging Opportunities Fund
Global High-Yield Bond Fund
Intermediate-Term Bond Fund
International Equity Fund
Long-Term Bond Fund
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
Small Cap Value Series
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund
OCC ACCUMULATION TRUST
Equity Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Total Return
Fund
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Social Awareness Stock Portfolio
Strategic Stock Portfolio
Travelers Quality Bond Portfolio
U.S. Government Securities Portfolio
Utilities Portfolio
WARBURG PINCUS TRUST
Emerging Markets Portfolio

SOME OF THE FUNDING OPTIONS MAY NOT BE AVAILABLE IN ALL STATES. THIS PROSPECTUS
MUST BE ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR SEPARATE ACCOUNT SIX'S
UNDERLYING FUNDS. PLEASE READ AND RETAIN THEM FOR FUTURE REFERENCE.

This prospectus provides the information that you should know before investing.
You can receive additional information by requesting a copy of the Statement of
Additional Information ("SAI") dated May 1, 1999. The SAI has been filed with
the Securities and Exchange Commission ("SEC") and is incorporated by reference
into this prospectus. To request a free copy, write to The Travelers Life and
Annuity Company, Annuity Services, One Tower Square, Hartford, Connecticut
06183-5030, call (800) 842-9368, or access the SEC's website
(http://www.sec.gov). See Appendix B for the SAI's table of Contents.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS IS ACCOMPANIED BY A COPY OF THE TRAVELERS INSURANCE COMPANY'S
LATEST ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1998.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

PROSPECTUS DATED MAY 1, 1999
<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms................ 2
Summary............................... 3
Fee Table............................. 6
The Variable Annuity Contract......... 12
Contract Owner Inquiries............ 12
Purchase Payments................... 12
Conservation Credit................. 12
Accumulation Units.................. 12
The Funding Options................. 13
Transfers............................. 16
Dollar Cost Averaging............... 16
Access to Your Money.................. 17
Systematic Withdrawals................ 18
Managed Distribution Program.......... 18
Charges and Deductions................ 18
General............................. 18
Withdrawal Charge................... 19
Free Withdrawal Allowance........... 19
Premium Tax......................... 20
Mortality and Expense Risk Charge... 20
Floor Benefit/Liquidity Charges..... 20
Chart Asset Allocation Program
Charges.......................... 20
Changes in Taxes Based Upon Premium
or Value......................... 20
Ownership Provisions.................. 20
Types of Ownership.................. 20
Death Benefit......................... 21
Death Proceeds Before the Maturity
Date............................. 21
Standard Death Benefit.............. 21
Optional Death Benefit and Credit... 21
Step-Up Death Benefit Value......... 21
Death Proceeds After the Maturity
Date............................. 22
Payment of Proceeds................. 22
The Annuity Period.................... 22
Maturity Date....................... 22
Liquidity Benefit................... 22
Allocation of Annuity............... 23
Annuitization Credit................ 23
Variable Annuity.................... 23
Fixed Annuity....................... 24
Payout Options........................ 24
Election of Options................. 24
Variable Annuitization Floor
Benefit.......................... 24
Annuity Options..................... 25
Miscellaneous Contract Provisions..... 25
Right to Return..................... 25
Termination......................... 25
Required Reports.................... 26
Suspension of Payments.............. 26
Financial Statements................ 26
The Separate Account.................. 26
Performance Information............. 26
Federal Tax Considerations............ 27
General Taxation of Annuities....... 27
Qualified Contracts................. 27
Penalty Tax for Premature
Distributions.................... 28
Taxation of Surrenders Under
Liquidity Feature................ 28
Ownership of the Investments........ 28
Mandatory Distributions for
Qualified Plans.................. 28
Available Information............... 29
Incorporation of Certain Documents
By Reference..................... 29
Other Information..................... 29
The Insurance Company............... 29
Year 2000 Compliance................ 30
Distribution of Variable Annuity
Contracts........................ 30
Conformity with State and Federal
Laws............................. 30
Voting Rights....................... 31
Legal Proceedings and Opinions...... 31
Appendix A: Table of Contents of the
Statement of Additional
Information......................... A-1
Appendix B: Waiver of Withdrawal
Charge for Nursing Home
Confinement......................... B-1
Appendix C: Market Value Adjustment... C-1
</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..................... 8
Annuitant............................. 15
Annuity Payments...................... 18
Annuity Unit.......................... 8
Contract Date......................... 8
Contract Owner (You, Your)............ 15
Contract Value........................ 8
Contract Year......................... 8
Death Report Date..................... 17
Funding Option(s)..................... 9
Maturity Date......................... 8
Owner's Account....................... 11
Purchase Payment...................... 8
Written Request....................... 8
</TABLE>

2
<PAGE> 7

SUMMARY: TRAVELERS RETIREMENT ACCOUNT
THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND
CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE PROSPECTUS CAREFULLY.

CAN YOU GIVE ME A DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The Contract is
intended for retirement savings or other long-term investment purposes. The
Contract provides a death benefit as well as guaranteed income options. You
direct your payment(s) to one or more of the variable funding options. Depending
on market conditions, you may gain or lose money in any of these options.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the payout phase. During the accumulation phase,
generally 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. The payout phase occurs when you begin receiving payments from your
Contract. The amount of money you accumulate in your Contract determines the
amount of the payments you receive during the payout phase.

Once you make an election of an annuity option and begin to receive payments, it
cannot be changed. During the payout phase, you have the same investment choices
you had during the accumulation phase. The dollar amount of your payments may
increase or decrease.

In addition, depending on which annuity option you select, and depending on
market conditions, there are several other options and features available upon
annuitization. These include an annuitization credit, a variable annuitization
floor benefit, a liquidity benefit and an increasing benefit option. Please
refer to your Contract and the prospectus for further details.

WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with qualified retirement plans, which include contracts
qualifying under Section 401, 403, 408 or 457 of the Internal Revenue Code of
1986, as amended.

You may purchase the Contract with an initial payment of at least $20,000. You
may make additional payments of at least $5,000 at any time during the
accumulation phase.

We may add a conservation credit to funds received as purchase payments if such
funds originated from another contract issued by Us or Our affiliates. If
applied, the amount of this credit will be determined by us.

If you select the Optional Death Benefit, we will add a credit to each purchase
payment equal to 2% of that purchase payment. These credits are applied pro rata
to the same funding options to which your purchase payment was applied.

WHO IS THE CONTRACT ISSUED TO? If you purchase an individual contract, you are
the contract owner. If a group contract is purchased, we issue certificates to
the individual participants. Where we refer to "you," we are referring to the
individual contract owner or to the group participant, as applicable. We refer
to both contracts and certificates as "contracts."

We issue group contracts in connection with retirement plans. Depending on your
retirement plan provisions, certain features and/or funding options described in
this prospectus may not be available to you. Your retirement plan provisions
supercede this prospectus. If you have any questions about your specific
retirement plan, contact your plan administrators.

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the contract within ten days
after you receive it, you receive a full refund of the Cash Value (including
charges). Where state law requires a longer right to return (free look), or the
return of the purchase payments, we will comply. You bear the investment risk
during the free look period; therefore the Cash Value returned to you may be
greater or less than your purchase payment. If the Contract is purchased as an
Individual Retirement Annuity (IRA), and is returned within the first seven days
after contract delivery, your full purchase payment will be refunded. During the
remainder of the IRA free look period, the

3
<PAGE> 8

Cash Value (including charges) will be refunded. The Cash Value will be
determined as of the close of business on the day we receive a written request
for a refund.

WHAT TYPES OF INVESTMENT OPTIONS ARE AVAILABLE? You can direct your money into
any or all of the funding options shown on the cover page. They are described in
the accompanying fund prospectuses. Depending on market conditions, you may make
or lose money in any of these options.

The value of the Contract will vary depending upon the investment performance of
the funding options you choose. Refer to the SAI for performance information for
each funding option. Past performance is not a guarantee of future results.

You can transfer between the funding options as frequently as you wish without
any current tax applications. Currently there is no charge for transfers, nor a
limit to the number of transfers allowed. We may, in the future, charge a fee
for any transfer request or limit the number of transfers allowed. At the
minimum, we would always allow at least one transfer every six months.

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance
features and investment features, and there are costs related to each. For the
Standard Death Benefit, the annual insurance charge is .80% of the amounts you
direct to the funding options. For the Optional Death Benefit and Credit option,
the annual insurance charge is 1.25%. Each funding option also charges for
management and other expenses. Please refer to the Fee Table for more
information about the charges.

If you withdraw amounts from the Contract, the Company may deduct a withdrawal
charge (0% to 5%) of the amount of purchase payments you made to 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.

If the Variable Annuitization Floor Benefit is selected, there is a Floor
Benefit charge assessed. This charge will vary based upon market conditions, and
will be set at the time you choose this option. Once established, this charge
will remain the same throughout the term of the annuitization.

HOW WILL MY CONTRIBUTIONS AND WITHDRAWALS BE TAXED? Generally, the payments you
make 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 payments.

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.

During the annuity period, if you have elected the optional Variable Annuity
Floor Option and take a surrender, there will be tax implications. Consult your
tax advisor.

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. During the first contract
year, you may withdraw up to 20% of the initial purchase payment without a
withdrawal charge. After the first contract year, you may withdraw up to 20% of
the contract value (as of the end of the previous contract year) without a
withdrawal charge. Of course, you may have to pay income taxes and a tax penalty
on taxable amounts you withdraw.

You may choose to receive monthly, quarterly, semiannual or annual
("systematic") withdrawals of at least $100 if your Contract's cash value is
$15,000 or more. All applicable sales charges and premium taxes will be
deducted.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The person chosen as the
beneficiary will receive a death benefit upon the death of the owner/annuitant
before the maturity date. You may select either the Standard Death Benefit or
the Optional Death Benefit and Credit at the time of purchase. The death benefit
paid depends on your age at the time of your death. The death

4
<PAGE> 9

benefit is calculated as of the close of the business day on which the Home
Office receives due proof of death and written distribution instructions.

Any amount paid will be reduced by any applicable premium tax or surrenders not
previously deducted. Certain states may have varying age requirements. Please
refer to the Death Benefit section of the prospectus for more details.

ARE THERE ANY ADDITIONAL FEATURES? This Contract has other features you may be
interested in. These may 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 as compared to a
single one-time purchase. Dollar cost averaging requires regular
investments regardless of fluctuating price levels, and does not
guarantee a profit nor prevent loss in a declining market. Potential
investors should consider their financial ability to continue purchases
through periods of low price levels.

- ASSET ALLOCATION ADVICE. If allowed, you may elect to enter into a
separate advisory agreement with Copeland Financial Services, Inc.
("Copeland"), an affiliate of the Company, for the purpose of receiving
asset allocation advice under Copeland's CHART Program. The CHART
Program allocates all purchase payments among the American Odyssey
Funds. The CHART Program and applicable fees are fully disclosed in a
separate Disclosure Statement.

- MANAGED DISTRIBUTION PROGRAM. This program allows for the Company to
automatically calculate and distribute to you, in November of the
applicable tax year, an amount that will satisfy the Internal Revenue
Service's minimum distribution requirements imposed on certain contracts
once the owner reaches age 70 1/2 or retires. These minimum
distributions occur during the accumulation phase.

- 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.

5
<PAGE> 10

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

CONTRACT CHARGES AND EXPENSES:

WITHDRAWAL CHARGE (as a percentage of purchase payments withdrawn):

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

During the annuity period, if you have elected the Liquidity Benefit, a
surrender charge of 5% of the amount withdrawn will be assessed. See "Liquidity
Benefit."

ANNUAL SEPARATE ACCOUNT EXPENSES:

(as a percentage of the average daily net assets of the Separate Account Five)

<TABLE>
<CAPTION>
OPTIONAL
STANDARD DEATH BENEFIT
DEATH BENEFIT & CREDIT
<S> <C> <C>
Mortality and Expense Risk Charge.................... .80% 1.25%
Administrative Expense Charge........................ None None
---- -------
Total Separate Account Charges.................... .80% 1.25%
</TABLE>

During the annuity period, if you have elected the Floor Benefit, a charge of up
to 3.80% or 4.25% may apply. See "Floor Benefit Charge."

FUNDING OPTION EXPENSES:

(as a percentage of average daily net assets of the funding option as of
December 31, 1998, unless otherwise noted.)

Each of the American Odyssey Funds is listed twice, once with the optional CHART
asset allocation fee of .80% reflected, and once without the optional asset
allocation fee.

6
<PAGE> 11

<TABLE>
<CAPTION>
TOTAL ANNUAL
OPERATING
MANAGEMENT OTHER OPTION
FEE EXPENSES EXPENSES
(AFTER EXPENSES 12B-1 (AFTER EXPENSES (AFTER EXPENSES
PORTFOLIO NAME ARE REIMBURSED) FEES ARE REIMBURSED) ARE REIMBURSED)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio........ 0.75% 0.06% 0.81%
Small Cap Portfolio................... 0.75% 0.02% 0.77%
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II....... 0.21% 25% 0.09% 0.55%(5)
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth
Fund................................ 1.00% 0.25% 1.25%(6)
OCC ACCUMULATION TRUST
Equity Portfolio...................... 0.80% 0.14% 0.94%
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
Salomon Brothers Variable Capital
Fund................................ 0.85% 0.15% 1.00%(7)
Salomon Brothers Variable Investors
Fund................................ 0.70% 0.30% 1.00%(7)
Salomon Brothers Variable Total Return
Fund................................ 0.80% 0.20% 1.00%(7)
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II.......... 1.00% 0.20% 1.20%(8)
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio............. 0.80% 0.02% 0.82%(9)
MFS Total Return Portfolio............ 0.80% 0.04% 0.84%(9)
Putnam Diversified Income Portfolio... 0.75% 0.12% 0.87%(9)
Smith Barney High Income Portfolio.... 0.60% 0.07% 0.67%(9)
Smith Barney International Equity
Portfolio........................... 0.90% 0.10% 1.00%(9)
Smith Barney Large Capitalization
Growth Portfolio.................... 0.75% 0.25% 1.00%(10)
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio... 0.70% 0.25% 0.95%(11)
Disciplined Small Cap Stock
Portfolio........................... 0.80% 0.20% 1.00%(12)
Equity Income Portfolio............... 0.75% 0.20% 0.95%(11)
Federated Stock Portfolio............. 0.63% 0.28% 0.91%
Large Cap Portfolio................... 0.75% 0.20% 0.95%(11)
Lazard International Stock
Portfolio........................... 0.83% 0.42% 1.25%
MFS Mid Cap Growth Portfolio.......... 0.80% 0.20% 1.00%(12)
MFS Research Portfolio................ 0.80% 0.20% 1.00%(12)
Social Awareness Stock Portfolio...... 0.65% 0.19% 0.84%
Strategic Stock Portfolio............. 0.60% 0.30% 0.90%(12)
Travelers Quality Bond Portfolio...... 0.32% 0.31% 0.63%
U.S. Government Securities
Portfolio........................... 0.32% 0.13% 0.45%
Utilities Portfolio................... 0.65% 0.15% 0.80%
WARBURG PINCUS TRUST
Emerging Markets Portfolio............ 0.20% 1.20% 1.40%(13)
</TABLE>

NOTES:

The purpose of this 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) Other Expenses have been restated to reflect the current expense
reimbursement arrangement with The Travelers Insurance Company. Travelers
has agreed to reimburse the Fund for the amount by which its aggregate
expenses (including the management fee, but excluding brokerage
commissions, interest charges and taxes) exceeds 0.40%. Without such
arrangement, Total Expenses would have been 0.65% for the TRAVELERS MONEY
MARKET PORTFOLIO.

7
<PAGE> 12

(2) Management Fees for the AMERICAN ODYSSEY EMERGING OPPORTUNITIES FUND
reflect the period 05/01/98 to 12/31/98. On May 1, 1998, the Fund adopted
its current fee structure.

(3) Fees and expenses for the AMERICAN ODYSSEY GLOBAL HIGH YIELD BOND FUND
reflect the period 05/01/98 to 12/31/98. On May 1, 1998, the Fund adopted
its current fee structure and investment objective and strategy.

(4) The adviser for the DELAWARE REIT SERIES has agreed to voluntarily waive
its fee and pay the expenses of the Series to the extent that the Series'
annual operating expenses, exclusive of taxes, interest, brokerage
commissions and extraordinary expenses, do not exceed 0.85% of its average
daily net assets through October 31, 1999. Without such arrangements, the
Total Annual Operating Expenses for the Portfolio would have been 1.02%.

(5) Other expenses for the EQUITY INDEX PORTFOLIO have been restated to reflect
the current expense reimbursement arrangement whereby the adviser has
agreed to reimburse the Portfolio for the amount by which expenses exceed
0.30%. Without such arrangement, Total Annual Operating Expenses would have
been 0.42%. In addition, the Portfolio Management Fee includes 0.06% for
fund administration. Class 2 of this fund has a distribution plan or "Rule
12b-1 plan".

(6) The investment manager of the MONTGOMERY VARIABLE SERIES: GROWTH FUND has
agreed to reduce some or all of its management fees if necessary to keep
Total Annual Operating Expenses, expressed on an annualized basis, at or
below one and one quarter percent (1.25%) of its average net assets. Absent
this waiver of fees, the Portfolio's Total Annual Operating Expenses would
equal 1.40%.

(7) SBAM has waived all of its Management Fees for the following Salomon
Brothers Funds for the period ended December 31, 1998. If such fees were
not waived or expenses reimbursed, the actual annualized Total Annual
Operating Expenses for the INVESTORS FUND, the CAPITAL FUND, and the TOTAL
RETURN FUND would have been 2.07%, 3.26%, and 2.90%, respectively.

(8) The Adviser for STRONG SCHAFER VALUE FUND II has voluntarily agreed to cap
the Fund's Total Annual Operating Expenses at 1.20%. The Adviser has no
current intention to, but may in the future, discontinue or modify any
waiver of fees or absorption of expenses at its discretion without further
notification. Absent the waiver of fees, the Total Annual Operating
Expenses would be 2.00%.

(9) Expenses are as of October 31, 1998 (the Fund's fiscal year end). There
were no fees waived or expenses reimbursed for these funds in 1998.

(10) The Manager waived all or part of its fees for the period ended October 31,
1998. If such fees were not waived, the annualized Total Annual Operating
Expenses for the SMITH BARNEY LARGE CAPITALIZATION GROWTH PORTFOLIO would
have been 1.77%.

(11) 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 Annual Operating Expenses for the
Portfolios would have been 1.22% for the TRAVELERS DISCIPLINED MID CAP
STOCK PORTFOLIO, 1.23% for the LARGE CAP PORTFOLIO, and 1.09% for the
EQUITY INCOME PORTFOLIO.

(12) Travelers Insurance has agreed to reimburse the STRATEGIC STOCK PORTFOLIO,
the DISCIPLINED SMALL CAP STOCK PORTFOLIO, the MFS MID CAP GROWTH
PORTFOLIO, and the MFS RESEARCH PORTFOLIO for expenses for the period ended
December 31, 1998. If such expenses were not reimbursed, the actual
annualized Total Annual Operating Expenses would have been 1.51%, 2.98%,
1.62%, and 1.37%, respectively.

(13) Fee waivers and expense reimbursements or credits reduced expenses for the
WARBURG PINCUS EMERGING MARKETS PORTFOLIO during 1998, but this may be
discontinued at any time. Absent this waiver of fees, the Portfolio's
Management Fees, Other Expenses and Total Annual Operating Expenses would
equal 1.25%, 6.96% and 8.21%, respectively. The Portfolio's other expenses
are based on annualized estimates of expenses for the fiscal year ending
December 31, 1998, net of any fee waivers or expense reimbursements.

8
<PAGE> 13

EXAMPLE*

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

<TABLE>
<CAPTION>
(A) = STANDARD DEATH BENEFIT
(B) = OPTIONAL DEATH BENEFIT
AND CREDIT
- ---------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 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> <C>
- ---------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Bond Trust............. (a) 66 81 98 192 16 51 88 192
(b) 71 95 121 240 21 65 111 240
Managed Assets Trust.............. (a) 64 74 87 168 14 44 77 168
(b) 69 88 110 217 19 58 100 217
Money Market Portfolio............ (a) 62 68 76 145 12 38 66 145
(b) 67 82 100 195 17 52 90 195
AMERICAN ODYSSEY FUNDS, INC.(1)
Core Equity Fund.............. (a) 65 76 89 174 15 46 79 174
(b) 69 90 113 222 19 60 103 222
Emerging Opportunities Fund... (a) 67 83 101 198 17 53 91 198
(b) 72 96 124 245 22 66 114 245
Global High-Yield Bond Fund... (a) 66 80 96 188 16 50 86 188
(b) 71 94 119 236 21 64 109 236
Intermediate-Term Bond Fund... (a) 64 74 87 168 14 44 77 168
(b) 69 88 110 217 19 58 100 217
International Equity Fund..... (a) 66 78 93 182 16 48 86 182
(b) 70 92 117 231 20 62 107 231
Long-Term Bond Fund........... (a) 64 74 87 168 14 44 77 168
(b) 69 88 110 217 19 58 100 217
AMERICAN ODYSSEY FUNDS, INC.(2)
Core Equity Fund.............. (a) 77 114 153 303 27 84 143 303
(b) 82 127 175 346 32 97 165 346
Emerging Opportunities Fund... (a) 80 120 164 324 30 90 154 324
(b) 84 134 186 366 34 104 176 366
Global High-Yield Bond Fund... (a) 79 118 159 316 29 88 149 316
(b) 83 131 181 358 33 101 171 358
Intermediate-Term Bond Fund... (a) 77 112 151 298 27 82 141 298
(b) 81 126 173 341 31 96 163 341
International Equity Fund..... (a) 78 116 157 311 28 86 147 311
(b) 83 129 179 353 33 99 169 353
Long-Term Bond Fund........... (a) 77 112 151 298 27 82 141 298
(b) 81 126 173 341 31 96 163 341
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series................... (a) 67 82 100 195 17 52 90 195
(b) 71 96 123 243 21 66 113 243
Small Cap Value Series........ (a) 67 82 100 195 17 52 90 195
(b) 71 96 123 243 21 66 113 243
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation
Portfolio................... (a) 66 81 98 191 16 51 88 191
(b) 71 95 121 239 21 65 111 239
Small Cap Portfolio........... (a) 66 80 96 187 16 50 86 187
(b) 71 93 119 235 21 63 109 235
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class
II.......................... (a) 61 65 71 134 11 35 61 134
(b) 66 79 94 185 16 49 84 185
MONTGOMERY FUNDS III
Montgomery Variable Series:
Growth Fund................. (a) 71 94 120 238 21 64 110 238
(b) 75 108 143 284 25 78 133 284
OCC ACCUMULATION TRUST
Equity Portfolio.............. (a) 68 85 104 205 18 55 94 205
(b) 72 99 127 252 22 69 117 252
</TABLE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* The Example should not be considered a representation of past or future expenses. Actual expenses may be greater
or less than those shown.
(1) Reflects expenses that would be incurred for those Contract Owners who DO NOT participate in the CHART Asset
Allocation program.
(2) Reflects expenses that would be incurred for those Contract Owners who DO participate in the CHART Asset
Allocation program.
</TABLE>

9
<PAGE> 14

EXAMPLE*

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

<TABLE>
<CAPTION>
(A) = STANDARD DEATH BENEFIT
(B) = OPTIONAL DEATH BENEFIT
AND CREDIT
- ---------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 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> <C>
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable
Capital Fund................ (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Salomon Brothers Variable
Investors Fund.............. (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Salomon Brothers Variable
Total Return Fund........... (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
STRONG VARIABLE INSURANCE FUNDS,
INC.
Strong Schafer Value Fund
II.......................... (a) 70 93 118 233 20 63 108 233
(b) 75 106 141 279 25 76 131 279
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio..... (a) 66 81 98 192 16 51 88 192
(b) 71 95 121 240 21 65 111 240
MFS Total Return Portfolio.... (a) 67 82 99 194 17 52 89 194
(b) 71 95 122 242 21 65 112 242
Putnam Diversified Income
Portfolio................... (a) 67 83 101 198 17 53 91 198
(b) 72 96 124 245 22 66 114 245
Smith Barney High Income
Portfolio................... (a) 65 76 90 176 15 46 80 176
(b) 69 90 114 224 19 60 104 224
Smith Barney International
Equity Portfolio............ (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Smith Barney Large
Capitalization Growth
Portfolio................... (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock
Portfolio................... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Disciplined Small Cap Stock
Portfolio................... (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Equity Income Portfolio....... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Federated Stock Portfolio..... (a) 67 84 103 202 17 54 93 202
(b) 72 98 126 249 22 68 116 249
Large Cap Portfolio........... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Lazard International Stock
Portfolio................... (a) 71 94 120 238 21 64 110 238
(b) 75 108 143 284 25 78 133 284
MFS Mid Cap Growth Portfolio.. (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
MFS Research Portfolio........ (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Social Awareness Stock
Portfolio................... (a) 67 82 99 194 17 52 89 194
(b) 71 95 122 242 21 65 112 242
Strategic Stock Portfolio..... (a) 67 84 102 201 17 54 92 201
(b) 72 97 125 248 22 67 115 248
</TABLE>

* The Example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
(1) Reflects expenses that would be incurred for those Contract Owners who DO
NOT participate in the CHART Asset Allocation program.
(2) Reflects expenses that would be incurred for those Contract Owners who DO
participate in the CHART Asset Allocation program.

10
<PAGE> 15
EXAMPLE*

Assuming a 5% annual return on assets, a $1,000 investment would be subject to
the following expenses:
<TABLE>
<CAPTION>
(A) = STANDARD DEATH BENEFIT
(B) = OPTIONAL DEATH BENEFIT
AND CREDIT
- ---------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 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> <C>
- ---------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THE TRAVELERS SERIES TRUST,
(CONT.)
Travelers Quality Bond
Portfolio................... (a) 65 75 88 171 15 45 78 171
(b) 69 89 112 220 19 59 102 220
U.S. Government Securities
Portfolio................... (a) 63 70 79 151 13 40 69 151
(b) 67 84 102 201 17 54 92 201
Utilities Portfolio........... (a) 66 80 97 190 16 50 87 190
(b) 71 94 120 238 21 64 110 238
WARBURG PINCUS TRUST
Emerging Markets Portfolio.... (a) 72 99 128 253 22 69 118 253
(b) 77 112 151 298 27 82 141 298
</TABLE>

<TABLE>
<S> <C>
* The Example should not be considered a representation of
past or future expenses. Actual expenses may be greater or
less than those shown.
(1) Reflects expenses that would be incurred for those Contract
Owners who DO NOT participate in the CHART Asset Allocation
program.
(2) Reflects expenses that would be incurred for those Contract
Owners who DO participate in the CHART Asset Allocation
program.
</TABLE>

11
<PAGE> 16

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

The Travelers Retirement Account is designed to help you accumulate money for
retirement. Under the Contract, you (the contract owner or participant, as
applicable) make purchase payments to us and we credit them to your account. We
promise to pay you an income in the form of annuity payments, beginning on a
future date that you choose, the maturity date. The purchase payments and any
applicable credits accumulate tax deferred in the funding options that you
choose. You assume the risk of gain or loss according to the performance of the
funding options. The contract value is the amount of purchase payments, plus any
applicable credits, plus or minus any investment experience or interest. The
contract value also reflects all prior surrenders 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 become effective is referred to as the
contract date. Each 12 month period following this contract date is called a
contract year. The record of accumulation units credited to an owner is called
the owner's account. The record of accumulation units credited to a participant
is called the individual account, or participant's interest.

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.

CONTRACT OWNER INQUIRIES

Any questions you have about your Contract should be directed to the Company's
Home Office at 1-800-842-9460.

PURCHASE PAYMENTS

The initial purchase payment must be at least $20,000. Additional payments of at
least $5,000 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.

We will apply the initial purchase payment within two business days after we
receive it at our Home Office in good order. Subsequent purchase payments
received in good order 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.

If the Optional Death Benefit is selected, we will add a credit to your Contract
with each purchase payment. Each credit is added to the contract value when the
applicable purchase payment is applied, and will equal 2% of each purchase
payment. These credits are applied pro rata to the same funding options to which
your purchase payment was applied.

CONSERVATION CREDIT

If you are purchasing this Contract with funds from another contract issued by
Us or Our affiliate, you may receive a conservation credit to your purchase
payments. If applied, the amount of such credit will be determined by Us.

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. When we receive a
purchase payment, we determine the number of accumulation units credited to your
Contract 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 Contract is credited. During the annuity period (i.e.,
after the maturity date), you are credited with annuity units.

12
<PAGE> 17

THE FUNDING OPTIONS

You choose which of the following funding options, to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account, which invest in the underlying mutual funds. 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. You
are not investing directly in the underlying mutual funds. Since each option has
varying degrees of risk, please read the prospectuses carefully before
investing. You may obtain additional copies of the prospectuses by contacting
your registered representative or by calling 1-800-842-9460.

If any of the funding options become unavailable for allocating purchase
payments or if we believe that further investment in a funding option is
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.

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

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
High Yield Bond Trust Seeks generous income. The assets of the High Travelers Asset Management
Yield Bond Trust will be invested in bonds International Corporation
which, as a class, sell at discounts from par ("TAMIC")
value and are typically high risk securities.
Managed Assets Trust Seeks high total investment return through a TAMIC
fully managed investment policy in a Subadviser: Travelers
portfolio of equity, debt and convertible Investment Management Company
securities. ("TIMCO")
Money Market Portfolio Seeks high current income from short-term TAMIC
money market instruments while preserving
capital and maintaining a high degree of
liquidity.
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of well- Management, Inc.
established companies. Subadviser: Equinox Capital
Management, L.L.C.
Emerging Opportunities Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of Management, Inc.
small, rapidly growing companies. Subadviser: Cowen Asset
Management and Chartwell
Investment Partners
Global High-Yield Bond Fund Seeks maximum long-term total return (capital American Odyssey Funds
appreciation and income) by investing Management, Inc.
primarily in high-yield debt securities from Subadviser: Credit Suisse Asset
the United States and abroad. Management
Intermediate-Term Bond Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in intermediate-term Management, Inc.
corporate debt securities, U.S. government Subadviser: TAMIC
securities, mortgage-related securities and
asset-backed securities, as well as money
market instruments.
International Equity Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of Management, Inc.
established non-U.S. companies. Subadviser: Bank of Ireland
Asset Management (U.S.) Limited
Long-Term Bond Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in long-term corporate Management, Inc.
debt securities, U.S. government securities, Subadviser: Western Asset
mortgage-related securities, and asset-backed Management Company
securities, as well as money market
instruments.
</TABLE>

13
<PAGE> 18

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DELAWARE GROUP PREMIUM
FUND, INC.
REIT Series Seeks maximum long-term total return by Delaware Management Company,
investing in securities of companies Inc.
primarily engaged in the real estate Subadviser: Lincoln Investment
industry. Management, Inc.
Small Cap Value Series Seeks capital appreciation by investing Delaware Management Company,
primarily in common stocks whose market Inc.
values appear low relative to their
underlying value or future potential.
DREYFUS VARIABLE
INVESTMENT FUND
Capital Appreciation Portfolio Seeks primarily to provide long-term capital The Dreyfus Corporation
growth consistent with the preservation of Subadviser: Fayez Sarofim & Co.
capital; current income is a secondary ("Sarofim")
investment objective. The portfolio invests
primarily in the common stocks of domestic
and foreign issuers.
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
GREENWICH STREET SERIES FUND
Equity Index Portfolio Seeks to replicate, before deduction of TIMCO
Class II(1) expenses, the total return performance of the
S&P 500 Index.
MONTGOMERY FUNDS III
Montgomery Variable Series: Seeks capital appreciation. Under normal Montgomery Asset Management
Growth Fund conditions, it invests at least 65% of its
assets in equity securities.
OCC ACCUMULATION TRUST Seeks long-term capital appreciation through Op Cap Advisors
Equity Portfolio investment in a diversified portfolio of
equity securities selected on the basis of a
value oriented approach to investing.
SALOMON BROTHERS VARIABLE
SERIES FUND, INC.
Salomon Brothers Variable Seeks above-average income (compared to a Salomon Brothers Asset
Total Return Fund portfolio invested entirely in equity Management ("SBAM")
securities). Secondarily, seeks opportunities
for growth of capital and income.
Salomon Brothers Variable Seeks long-term growth of capital. Current SBAM
Investors Fund income is a secondary objective.
Salomon Brothers Variable Seeks capital appreciation through SBAM
Capital Fund investments primarily in common stock, or
securities convertible to common stocks,
which are believed to have above-average
price appreciation potential and which may
also involve above-average risk.
STRONG VARIABLE INSURANCE
FUNDS, INC.
Strong Shafer Value Seeks primarily long-term capital Strong Capital Management, Inc.
Fund II appreciation. Current income is a secondary Subadviser: Shafer Capital
objective when selecting investments. Management, Inc.
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital by Travelers Investment Adviser
investing predominantly in equity securities ("TIA")
of companies with a favorable outlook for Subadviser: Alliance Capital
earnings and whose rate of growth is expected Management L.P.
to exceed that of the U.S. economy over time.
Current income is only an incidental
consideration.
MFS Total Return Portfolio Seeks to obtain above-average income TIA
(compared to a portfolio entirely invested in Subadviser: Massachusetts
equity securities) consistent with the Financial Services Company
prudent employment of capital. Generally, at ("MFS")
least 40% of the Portfolio's assets will be
invested in equity securities.
</TABLE>

14
<PAGE> 19

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRAVELERS SERIES FUND, INC.
(CONT.)
Putnam 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. Management, Inc.
Government Sector, the High Yield Sector, and
the International Sector of the fixed income
securities markets.
Smith Barney High Income Seeks high current income. Capital SSBC Fund
Portfolio appreciation is a secondary objective. The Management Inc. ("SSBC")
Portfolio will invest at least 65% of its
assets in high-yielding corporate debt
obligations and preferred stock.
Smith Barney International Seeks total return on assets from growth of SSBC
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 SSBC
Capitalization Growth Portfolio investing in equity securities of companies
with large market capitalizations.
TRAVELERS SERIES TRUST
Disciplined Mid Cap Seeks growth of capital by investing TAMIC
Stock Fund primarily in a broadly diversified portfolio Subadviser: TIMCO
of common stocks.
Disciplined Small Cap Fund Seeks long term capital appreciation by TAMIC
investing primarily (at least 65% of its Subadviser: TIMCO
total assets) in the common stocks of U.S.
Companies with relatively small market
capitalizations at the time of investment.
Equity Income Portfolio Seeks reasonable income by investing at least TAMIC
65% in income-producing equity securities. Subadviser: Fidelity Management
The balance may be invested in all types of & Research Company
domestic and foreign securities, including
bonds. The Portfolio seeks to achieve a yield
that exceeds that of the securities
comprising the S&P 500. The Subadviser also
considers the potential for capital
appreciation.
Federated Stock Portfolio Seeks growth of income and capital by TAMIC
investing principally in a professionally Subadviser: Federated
managed and diversified portfolio of common Investment Counseling, Inc.
stock of high-quality companies (i.e.,
leaders in their industries and characterized
by sound management and the ability to
finance expected growth).
Large Cap Portfolio Seeks long-term growth of capital by TAMIC
investing primarily in equity securities of Subadviser: Fidelity Management
companies with large market capitalizations. & Research Company
Lazard International Stock Seeks capital appreciation by investing TAMIC
Portfolio primarily in the equity securities of Subadviser: Lazard Asset
non-United States companies (i.e., Management
incorporated or organized outside the United
States).
MFS Mid Cap Growth Seeks to obtain long term growth of capital TAMIC
Portfolio by investing, under normal market conditions, Subadviser: MFS
at least 65% of its total assets in equity
securities of companies with medium market
capitalization which the investment adviser
believes have above-average growth potential.
MFS Research Portfolio Seeks to provide long-term growth of capital TAMIC
and future income. Subadviser: MFS
</TABLE>

15
<PAGE> 20

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRAVELERS SERIES TRUST,
(CONT.)
Social Awareness Stock Seeks long-term capital appreciation and SSBC
Portfolio retention of net investment income by
selecting investments, primarily common
stocks, which meet the social criteria
established for the Portfolio. Social
criteria currently excludes companies that
derive a significant portion of their
revenues from the production of tobacco,
tobacco products, alcohol, or military
defense systems, or in the provision of
military defense related services or gambling
services.
Strategic Stock Portfolio Seeks to provide an above-average total TAMIC
return through a combination of potential Subadviser: TIMCO
capital 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 Industrial Index.
Travelers Quality Bond Seeks current income, moderate capital TAMIC
Portfolio(1) volatility and total return.
U.S. Government Seeks to select investments from the point of TAMIC
Securities Portfolio(1) view of an investor concerned primarily with
highest credit quality, current income and
total return. The assets of the U.S.
Government Securities Portfolio will be
invested in direct obligations of the United
States, its agencies and instrumentalities.
Utilities Portfolio Seeks to provide current income by investing SSBC
in equity and debt securities of companies in
the utility industries.
WARBURG PINCUS TRUST
Emerging Markets Portfolio Seeks long-term growth of capital by Warburg Pincus Asset
investing primarily in equity securities of Management, Inc.
non-U.S. issuers consisting of companies in
emerging market securities.
</TABLE>

(1) Currently available under Variable Annuitization Floor Benefit.

An asset allocation program is available for certain funding options under the
Contract. See "Asset Allocation Advice."

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

Up to 30 days before the maturity date, you may transfer all or part of the
contract value between funding options. Transfers are made at the value(s) next
determined after we receive your request at the Home Office. There are no
charges or restrictions on the amount or frequency of transfers currently;
however, we reserve the right to charge a per-transfer fee on transfers
exceeding 12 per year, and, to limit the number of transfers. We will always
allow at least one transfer 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 also make transfers between
funding options.

DOLLAR COST AVERAGING PROGRAM

Dollar cost averaging or the pre-authorized transfer program (the "DCA Program")
allows you to transfer a set dollar amount to other funding options on a monthly
or quarterly basis during the accumulation phase of the Contract so that more
accumulation units are purchased in a funding option if the value per unit is
low and fewer accumulation units are purchased if the value per unit is high.
Therefore, a lower-than-average cost per unit may be achieved over the long run.

You may elect the DCA Program through written request or other method acceptable
to the Company. You must have a minimum total contract value of $5,000 to enroll
in the DCA Program. The minimum amount that may be transferred through this
program is $400.

16
<PAGE> 21

You may establish pre-authorized transfers of contract values from the Fixed
Account, subject to certain restrictions. Under the DCA Program, automated
transfers from the Fixed Account may not deplete your Fixed Account Value in
less than twelve months from your enrollment in the DCA Program.

In addition to the DCA Program, Travelers may credit increased interest rates to
contract owners under an administrative Special DCA Program established at the
discretion of Travelers, depending on availability and state law. Under this
program, the contract owner may pre-authorize level transfers to any of the
funding options under either a 6 Month Program or 12 Month Program. The 6 Month
Program and the 12 Month Program will generally have different credited interest
rates. Under the 6 Month Transfer Program, the interest rate can accrue up to 6
months on funds in the Special DCA Program and all purchase payments and accrued
interest must be transferred on a level basis to the selected funding option in
6 months. Under the 12 Month Program, the interest rate can accrue up to 12
months on funds in the Special DCA Program and all purchase payments and accrued
interest in this Program must be transferred on a level basis to the selected
funding options in 12 months.

The pre-authorized transfers will begin after the initial Program purchase
payment and complete enrollment instructions are received by Travelers. If
complete Program enrollment instructions are not received by the Company within
15 days of receipt of the initial Program purchase payment, the entire balance
in the Program will be credited with the non-Program interest rate then in
effect for the Fixed Account.

You may start or stop participation in the DCA 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. If you stop the Special DCA Program
and elect to remain in the Fixed Account, your contract value will be credited
for the remainder of 6 or 12 months with the interest rate for non-Program
funds.

A contract owner may only have one DCA Program or Special DCA Program in place
at one time. Any subsequent purchase payments received by the Company within the
Program period selected will be allocated to the current funding options over
the remainder of that Program transfer period, unless otherwise directed by the
contract owner.

All provisions and terms of the Contract apply to the DCA and Special DCA
Programs, including provisions relating to the transfer of money between
investment options. We reserve the right to suspend or modify transfer
privileges at any time and to assess a processing fee for this service.

ASSET ALLOCATION ADVICE

Owners may elect to enter into a separate advisory agreement with Copeland
Financial Services, Inc. ("Copeland"), an affiliate of the Company. For a fee,
Copeland provides asset allocation advice under its CHART program, which is
fully described in a separate disclosure statement. The CHART Program may not be
available in all marketing programs through which this Contract is sold.

ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

Any time before the maturity date, you may redeem all or any portion of the
contract value, less any premium tax not previously deducted. You must submit a
written request specifying the funding option(s) from which amounts are to be
withdrawn. If no funding options are specified, the withdrawal will be made on a
pro rata basis. The contract value will be determined as of the close of
business after we receive your surrender request at the Home Office. The 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 (that is, contract value, less
charges for surrender and any premium taxes due) for a period of up to seven
days after the written request is received, but it is our intent to pay as soon
as possible. We cannot process requests for withdrawal 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.

17
<PAGE> 22

We also provide access to your money during the annuitization period, which is
discussed in detail in the "Annuity Period" section of this prospectus.

SYSTEMATIC WITHDRAWALS

Each contract year you may elect to take monthly, quarterly, semiannual or
annual systematic withdrawals of a specified dollar amount. Any applicable
withdrawal charges (in excess of the free withdrawal allowance) and any
applicable premium taxes will be deducted. To elect this option, an election
form provided by the Company must be completed. Systematic withdrawals may be
stopped at any time provided the Company receives at least 30 days' written
notice.

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 imposed 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.

MANAGED DISTRIBUTION PROGRAM. Under the Systematic Withdrawal option, you may
choose to participate in the Managed Distribution Program. At no cost to you,
you may instruct the Company to calculate and make minimum distributions that
may be required by the IRS upon reaching age 70 1/2. (See "Federal Tax
Considerations".) These payments will not be subject to the withdrawal charge
and will be in lieu of the 20% free withdrawal allowance. No Dollar Cost
Averaging will be permitted if you are participating in the Managed Distribution
Program.

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

GENERAL

We deduct the charges described below. The charges are for the service and
benefits we provide, costs and expenses we incur, and risks we assume under the
Contracts. We may also deduct a charge for taxes. Services and benefits we
provide include:

- the ability for you to make withdrawals and surrenders under the
Contracts;

- the death benefit paid on the death of the annuitant;

- the available funding options and related programs, (including a
managed distribution program);

- administration of the annuity options available under the Contracts;

- distribution of various reports to contract owners.

Costs and expenses we incur include:

- losses associated with various overhead and other expenses
associated with providing the services and benefits provided by the
Contracts;

- sales and marketing expenses, and

- other costs of doing business.

Risks we assume include:

- the annuitants may live longer than estimated when the annuity
factors under the Contracts were established;

- the amount of the death benefit will be greater than the contract
value;

- the costs of providing the services and benefits under the contracts
will exceed the charges deducted.

Unless otherwise specified, charges are deducted proportionately from all
funding options in which you are invested.

We may reduce or eliminate the withdrawal charge and/or the mortality and
expense risk charge under the Contract when certain sales or administration of
the Contract result in savings or reduced expenses and/or risks. For certain
trusts, we may change the order in which purchase

18
<PAGE> 23

payments and earnings are withdrawn in order to determine the withdrawal charge.
We will not reduce or eliminate the withdrawal charge where such reduction or
elimination would be unfairly discriminatory to any person.

WITHDRAWAL CHARGE

We do not deduct a sales charge from purchase payments when they are made to the
Contract. However, a withdrawal charge (deferred sales charge) will be deducted
if any or all of the contract value is withdrawn during the first five 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, plus any credits applied, which are 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 5%
2 4%
3 3%
4 2%
5 1%
6 and thereafter 0%
</TABLE>

For purposes of the withdrawal charge calculation, withdrawals will be deemed to
be taken in the following order:

(a) first from any purchase payments and associated credits to which
no withdrawal charge applies;

(b) next from any remaining free withdrawal amount (as described
below) after the reduction by the amount of (a);

(d) 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.

Where permitted by state law, we will not deduct a withdrawal charge:

(1) from payments we make due to the death of the annuitant;

(2) if an annuity payout, other than under the Liquidity Benefit
Option, (see "Liquidity Benefit") has begun;

(3) if an income option of at least ten years' duration is elected;

(4) from amounts withdrawn which are deposited to other contracts
issued by us or our affiliate (subject to Our approval);

(5) if withdrawals are taken under our Managed Distribution Program,
if elected by you (see "Access to Your Contract Values"); or

(6) if you are confined to an Eligible Nursing Home, as described in
Appendix B.

FREE WITHDRAWAL ALLOWANCE

There is a 20% free withdrawal allowance available each year. During the first
contract year, the available withdrawal amount will be 20% of the initial
purchase payment. After the first contract year, 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.

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<PAGE> 24

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.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk charge. The
deduction is reflected in our calculation of accumulation and annuity unit
values. For the Standard Death Benefit, this charge equals, on an annual basis,
.80% of the amounts held in each funding option. For the Optional Death Benefit
and Credit, the charge equals on an annual basis, 1.25%. We reserve the right to
lower the charge at any time.

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.

FLOOR BENEFIT/LIQUIDITY BENEFIT CHARGES

If the Variable Annuitization Floor Benefit is selected, a charge is deducted
upon election of this benefit. This charge compensates us for guaranteeing a
minimum variable annuity payment regardless of the performance of the funding
options selected by you. This charge will vary based upon market conditions, but
will never increase your annual separate account charge by more than 3%. The
charge will be set at the time of election, and will remain level throughout the
term of annuitization. If the Liquidity Benefit is selected, there is a
surrender charge of 5% of the amount withdrawn. Please refer to "The Annuity
Period" for a description of these benefits.

CHART ASSET ALLOCATION PROGRAM CHARGES

Under the CHART Program, purchase payments and cash values are allocated among
the specified asset allocation funds. The charge for this advisory service is
equal to a maximum of .80% of the assets subject to the CHART Program. The CHART
Program fee will be paid by quarterly withdrawals from the cash values allocated
to the asset allocation funds. The Company will not treat these withdrawals as
taxable distributions. Please refer to "Miscellaneous Contract Provisions" for
further information.

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

If there is any change in a law assessing taxes against the Company based upon
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). The annuitant is the individual upon
whose life the maturity date and the amount of monthly annuity payments depend.
Because this is a qualified contract, the contract owner and the annuitant must
always be the same person. You have sole power to exercise any rights and to
receive all benefits given in the contract provided you have not named an
irrevocable beneficiary.

Beneficiary. The beneficiary is named by you in a written request. The
beneficiary has the right to receive any remaining contractual benefits upon
your death. If more than one beneficiary survives the annuitant, they will share
equally in benefits unless different shares are recorded with the Company by
written request before your death.

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<PAGE> 25

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

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

DEATH PROCEEDS BEFORE THE MATURITY DATE

The person chosen as the beneficiary will receive a death benefit upon the death
of any owner/annuitant before the maturity date. You may select either the
Standard Death Benefit or the Optional Death Benefit and Credit at the time of
purchase:

STANDARD DEATH BENEFIT:

OPTIONAL DEATH BENEFIT AND CREDIT

The Optional Death Benefit and Credit varies depending on the Annuitant's age on
the contract date.

- ------------------------------------------------------------------------------------------
ANNUITANT'S AGE DEATH BENEFIT PAYABLE
ON THE CONTRACT DATE (CALCULATED AS OF THE DEATH REPORT DATE)
- ------------------------------------------------------------------------------------------
<S> <C>
Under Age 70 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) contract value;
(2) total purchase payments, less any withdrawals (and
related charges), or
(3) maximum Step Up death benefit value (described below)
associated with contract date anniversaries beginning with
the 5th, and ending with the last before the annuitant's
76th birthday.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: contract value
(unless prohibited by state law)
- ------------------------------------------------------------------------------------------
Age 70-75 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) above,
(2) above, or
(3) the Step Up death benefit value (described below)
associated with the 5th contract date anniversary.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: contract value
(unless prohibited by state law)
- ------------------------------------------------------------------------------------------
Age 76-80 Greater of (1) or (2) above.
- ------------------------------------------------------------------------------------------
Age over 80 The contract value.
- ------------------------------------------------------------------------------------------
</TABLE>

All death benefit values described above are calculated at the close of business
on the date the Company received due proof of death and written distribution
instructions (the death report date). The amounts will be reduced by any
applicable premium taxes due and any outstanding loans.

STEP-UP DEATH BENEFIT VALUE

A separate Step-Up death benefit value will be established on the fifth contract
date anniversary, and on each subsequent contract date anniversary on or before
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

21
<PAGE> 26

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 Step-Up death benefit value 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.

DEATH PROCEEDS AFTER THE MATURITY DATE

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

PAYMENT OF PROCEEDS

Generally, the person(s) receiving the benefit may request that the proceeds be
paid in a lump sum, or be applied to one of the settlement options available
under the Contract.

The Company will pay the proceeds to the beneficiary(ies), or if none, to the
contract owner's estate.
THE ANNUITY PERIOD
- --------------------------------------------------------------------------------

MATURITY DATE

Under the Contract, you can receive scheduled annuity payments. You can choose
the month and the year in which those payments begin (maturity date). While the
annuitant is alive, you can change your selection any time up to 30 days prior
the maturity date. Annuity payments will begin on the maturity date requested by
you 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
or (d) for a number of payments assured. We may require proof that the annuitant
is alive before annuity payments are made.

You may annuitize your contract immediately after purchase, or select a later
maturity date. Unless you elect otherwise, the maturity date will be the later
of the annuitant's 90th birthday, or ten years after the effective date of the
Contract. In certain states, the maturity date elected may not be later than the
annuitant's 90th birthday.

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. Depending on your plan, these mandatory
distribution requirements take effect generally upon either the later of the
contract owner's attainment of age 70 1/2 or year of retirement; or the death of
the contract owner. Please refer to the optional, no-cost Managed Distribution
Program described in the "Access to Your Money" section of this prospectus.
Independent tax advice should be sought regarding the election of minimum
required distributions.

LIQUIDITY BENEFIT

If you select any annuity option which guarantees you payments for a minimum
period of time, ("period certain") you may take a lump sum payment (equal to a
portion or all of the value of the remaining payments) any time after the first
contract year. There is a surrender charge of 5% of the amount withdrawn under
this option.

For variable annuity payments, we use the Assumed Net Investment Factor,
("ANIF") as the interest rate to determine the lump sum amount. If you request
only a percentage of the amount available, we will reduce the amount of each
payment during the rest of the period certain by that percentage. After the
period expires, your payments will increase to the level as if no liquidation
had taken place.

22
<PAGE> 27

For fixed annuity payments, we calculate the present value of the remaining
period certain payments using a current interest rate. The current interest rate
used depends on the amount of time left in the annuity option you elected. The
current rate will be the same rate we would give to someone electing an annuity
option for that same amount of time. If you request a percentage of the amount
available during the period certain, we will reduce the amount of each payment
during the rest of the period certain by that percentage. After the period
certain expires, your payments will increase to the level as if no liquidation
had taken place.

The market value adjustment formula for calculating the present value described
above for fixed annuity payments is as follows:

Present Value =LOGO[Payment(s) X (1/1 + iC)(t/365)]

Where

<TABLE>
<S> <C> <C>
iC = the interest rate described above
n = the number of payments remaining in the contract owner's
certain period at the time of request for this benefit
t = number of days remaining until that payment is made,
adjusting for leap years.
</TABLE>

See Appendix C for examples of this market value adjustment.

ALLOCATION OF ANNUITY

If, at the time annuity payments begin, no election has been made to the
contrary, the cash surrender value will be applied to provide an annuity funded
by the same funding options selected during the accumulation period. At least 30
days before the maturity date, you may transfer the contract value among the
funding options in order to change the basis on which annuity payments will be
determined. (See "Transfers.")

ANNUITIZATION CREDIT. This credit is applied to the contract value used to
purchase one of the Annuity Options described below. The credit equals 0.5% of
your contract value if you annuitize during contract years 2-5, 1% during
contract years 6-10, and 2% after contract year 10. There is no credit applied
to contracts held less than 1 year.

VARIABLE ANNUITY

You may choose to receive annuity payments that are based on the performance of
one or more of the variable funding options. This is called a variable payout
because the amount you receive each month will increase or decrease depending on
how the variable funding options perform. When you annuitize, we will credit you
with annuity units. An annuity unit measures the dollar value of an annuity
payment. We determine the number of annuity units to credit you with by dividing
the first monthly annuity payment for each funding option by the accumulation
unit value for that funding option as of 14 days before the annuity payments
begin. The number of annuity units (but not their value) remains fixed during
the annuity period.

HOW WE DETERMINE THE FIRST ANNUITY PAYMENT. The Contract contains tables used
to determine the first monthly annuity payment. If a variable annuity is
elected, the amount applied to it will be the value of the funding options as of
14 days before the annuity payments begin less any premium taxes due.

The first monthly payment amount depends on the annuity option elected, the
annuitant's adjusted age, and the ANIF selected by you at the time of
annuitization (3% or 5%). The Contract contains a formula for determining the
adjusted age. We calculate the first monthly payment by multiplying the benefit
per $1,000 applied, shown in the Contract tables, by the number of thousands of
dollars of contract value applied to the annuity option. The ANIF is used to
determine the guaranteed payout rates shown. If you select the 5% ANIF, your
initial payments will be higher. If you select the 3% ANIF, the amount of your
payments will increase more quickly. If net investment rates are higher at the
time annuitization is selected, payout rates will be higher than those shown.
Payout rates will not be lower than those shown. We reserve the right to require
satisfactory proof of an annuitant's age before we make the first annuity
payment.

23
<PAGE> 28

HOW WE DETERMINE THE PAYMENTS AFTER THE FIRST. The dollar amount of all annuity
payments after the first will change from month to month based on the investment
performance of the applicable funding options. The total amount of each annuity
payment will equal 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 the 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," except that the amount
applied to effect the annuity will be determined as of the date annuity payments
begin. If it would produce a larger payment, the first fixed annuity payment
will be determined using the Fixed Life Annuity Tables in effect on the maturity
date.

If you have elected the Increasing Benefit Option, the payments will be
calculated as above, however, the initial payment will be less than that
reflected in the table and the subsequent payments will be increased by the
percentage you elected.

PAYOUT OPTIONS
- --------------------------------------------------------------------------------

ELECTION OF OPTIONS

You can change your annuity option selection any time up to the maturity date.
Once annuity payments have begun, no further elections are allowed.

AUTOMATIC OPTION. Unless we are directed otherwise before the maturity date, we
will pay you (or another designated payee) the first of a series of fixed
monthly annuity payments based on your lifetime in accordance with Annuity
Option 2 (Life Annuity with 120 monthly payments assured). For certain
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 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 contract value in a lump-sum.

On the maturity date, we will pay the amount due under the Contract as described
above. You must elect an option in writing, in a form satisfactory to the
Company. Any election made during your lifetime must be made by you.

VARIABLE ANNUITIZATION FLOOR BENEFIT. This benefit may not be available, or may
only be available under certain annuity options, if we determine the market
conditions so dictate. If available, the Company will guarantee that, regardless
of the performance of the funding options selected by you, your annuity payments
will never be less than a certain percentage of your first annuity payment. This
percentage will vary depending on market conditions, but will never be less than
50%. You may not elect this benefit if you are over age 80. Additionally, you
must select from certain funds available under this guarantee. Currently, these
funds are the Equity Index Portfolio Class II, the Travelers Quality Bond
Portfolio, and the U.S. Government Securities Portfolio. We may, at our
discretion increase or decrease the number of funds available under this
benefit. This benefit is not currently available under Option 5. The benefit is
not available with the 5% ANIF under any option. If you select this benefit, you
may not elect to liquidate any portion of your contract.

There is a charge for this guarantee, which will begin upon election of this
benefit. This charge will vary based upon market conditions, and will be
established at the time the benefit is elected. Once established, the charge
will remain level throughout the remainder of the annuitization, and will never
increase your annual separate account charge by more than 3% per year.

24
<PAGE> 29

We reserve the right to restrict the amount of contract value to be annuitized
under this benefit.

ANNUITY OPTIONS

Subject to the conditions described in "Election of Options" above, all or any
part of the contract value may be paid under one or more of the following
annuity options. We may offer additional options. Options 1-5 below may be
applied to either a Fixed or Variable Annuity.

INCREASING BENEFIT OPTION. For Fixed Annuities, the annuity payment you receive
may be either level (except after death of Primary Payee in Option 4) or
increasing. If increasing payments are elected, the initial payment will be less
than the corresponding level payment for the same annuity option, but your
payments will increase on each contract date anniversary by a percentage chosen
by you. You may choose a whole number from 1 to 4%.

Option 1 -- Life Annuity -- No Refund. The Company will make annuity payments
during your lifetime ending with the last payment before 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 your lifetime, with the
agreement that if, at your death, payments have been made for less than 120, 180
or 240 months as elected, we will continue making payments to the beneficiary
during the remainder of the period.

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make regular annuity payments during your lifetime and the lifetime of a second
person. When either person dies, we will continue making payments to 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 lifetimes of
you and a second person. One will be designated the primary payee, the other
will be designated the secondary payee. On the death of the secondary payee, the
Company will continue to make monthly 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 -- Payment for a Fixed Period. The Company will make monthly payments
for the period selected.

Option 6 -- Income Option: The Company will make a certain number of payments
which are not based on the annuitant's lifetime.

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

RIGHT TO RETURN

For most individual and group Contracts, the Contract may be returned for a full
refund of all purchase payments made, without adjustment for any premium tax or
contract charges within ten days after the delivery of the Contract to the
contract owner, unless state law requires a longer period. The contract owner
bears the investment risk during the right to return period.

TERMINATION

You do not need to make any purchase payments after the first to keep the
Contract in effect. However, we reserve the right to terminate the Contract on
any business day if the contract value as of that date is less than $2,000 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

25
<PAGE> 30

Company has mailed notice of termination to the contract owner's last known
address and to any assignee of record. If the Contract is terminated, we will
pay you the contract value, less any applicable contract or premium tax charges.

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
("the Exchange") is closed; (2) when trading on the Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in the Separate Account may not reasonably occur or so that the Company may
not reasonably determine the value 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.

FINANCIAL STATEMENTS

The Financial Statements for the Company are attached to this prospectus.
Because the separate account is new, it has no financial statements. When
available, the financial statements for the separate account will be available
through annual reports to shareholders. These reports will also be accessible
through the SEC'S website that appears on the first page of this prospectus.

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

The Travelers Separate Account Six For Variable Annuities ("Separate Account
Six") was established on June 8, 1998 and is registered with the SEC as a unit
investment trust (separate account) under the Investment Company Act of 1940, as
amended (the "1940 Act"). The assets of Separate Account Six will be invested
exclusively in the shares of the variable funding options.

The assets of Separate Account Six are held for the exclusive benefit of the
owners of this separate account, according to the laws of Connecticut. The
assets held by Separate Account Six 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 Separate Account Six. All such income and/or distributions are reinvested in
shares of the respective funding option 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.

PERFORMANCE INFORMATION

From time to time, we may advertise several 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 "nonstandardized total return," 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

26
<PAGE> 31

reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). Each quotation assumes a total
redemption at the end of each period.

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. The withdrawal charge is not reflected because the
contract is designed for long-term investment.

For funding options 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 funding options 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.

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 general discussion of the federal income tax consequences under
this Contract 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
adviser regarding your personal situation. For your information, a more detailed
tax 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. This contract is
intended primarily for use as a qualified annuity, therefore this tax discussion
will be limited to such contracts.

QUALIFIED CONTRACTS

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), Keogh
Plans, and certain other qualified deferred compensation plans.

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 rate 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.

27
<PAGE> 32

There are special rules which govern the taxation of qualified contracts,
including withdrawal restrictions, 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 qualified plans.

TAXATION OF SURRENDERS UNDER LIQUIDITY FEATURE

As discussed above, no taxable income is recognized prior to the distribution of
proceeds to the Contract Owner. The Liquidity Benefit available under this
Contract is a distribution under the Code, and is therefore subject to ordinary
income tax as well as the penalty tax for premature distributions, if
applicable.

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 includable 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 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 qualified annuities.

28
<PAGE> 33

AVAILABLE INFORMATION
- --------------------------------------------------------------------------------

The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "1934 Act"), as amended, and files reports and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. and at the Commission's Regional Offices located at Seven World
Trade Center, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

Under the Securities Act of 1933, the Company has filed with the Commission a
registration statement (the "Registration Statement") relating to the Contracts
offered by this Prospectus. This Prospectus has been filed as a part of the
Registration Statement and does not contain all of the information set forth in
the Registration Statement and the exhibits, and reference is hereby made to
such Registration Statement and exhibits for further information relating to the
Company and the Contracts. The Registration Statement and the exhibits may be
inspected and copied as described above. Although the Company does furnish the
Annual report on Form 10-K for the year ended December 31, 1998 to owners of
contracts or certificates, the Company does not plan to furnish subsequent
annual reports containing financial information to the owners of contracts or
certificates described in this Prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- --------------------------------------------------------------------------------

The Company's latest Annual Report on Form 10-K has been filed with the
Commission pursuant to Section 15(d) of the 1934 Act.

The Form 10-K for the fiscal year ended December 31, 1998 contains additional
information about the Company, including audited financial statements for the
Company's latest fiscal year. It was filed on March 17, 1999 via Edgar; File No.
33-33691.

If requested, the Company will furnish, without charge, to each person to whom a
copy of this Prospectus is delivered, a copy of the documents referred to above
which have been incorporated by reference in the Prospectus, other than exhibits
to the documents (unless such exhibits are specifically incorporated by
reference in such documents). Any such requests should be directed to The
Travelers Insurance Company, One Tower Square, Hartford, Connecticut 06183-5030,
Attention: Annuity Services. The telephone number is (860) 422-3985. You may
also obtain copies of any documents, incorporated by reference into this
prospectus by accessing the SEC's website (http://www.sec.gov).

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

THE INSURANCE COMPANY

The Travelers Life and Annuity Company is a stock insurance company chartered in
1973 in Connecticut and continuously engaged in the insurance business since
that time. It is licensed to conduct life insurance business in a majority of
the states of the United States, and intends to seek licensure in the remaining
states of the United States, except New York. The Company is an indirect wholly
owned subsidiary of Citigroup Inc. The Company's Home Office is located at One
Tower Square, Hartford, Connecticut 06183.

29
<PAGE> 34

YEAR 2000 COMPLIANCE

The Company is highly dependent on computer systems and systems applications for
conducting its ongoing business functions. In 1996, TIC and its subsidiaries,
including TLAC, began the process of identifying, assessing and implementing
changes to computer programs to address the Year 2000 issue and developed a
comprehensive plan that encompasses TIC and its insurance subsidiaries, to
address the issue. The issue involves the ability of computer systems that have
time sensitive programs to recognize properly the Year 2000. The inability to do
so could result in major failures or miscalculations that would disrupt the
Company's ability to meet its customer and other obligations on a timely basis.

The Company has achieved substantial compliance with respect to its business
critical systems in accordance with its Year 2000 plan and is in the process of
certification to validate compliance. The Company anticipates completing the
certification process by June 30, 1999. An ongoing re-certification process will
be put in place for third and fourth quarter 1999 to ensure all systems and
products remain compliant.

The total cost associated with the required modifications and conversions is
being expensed as incurred in the period 1996 through 1999. The Company also has
third party customers, financial institutions, vendors and others with which it
conducts business and has confirmed their plans to address and resolve Year 2000
issues on a timely basis. While it is likely that these efforts by third party
vendors and customers will be successful, it is possible that a series of
failures by third parties could have a material adverse effect on the Company's
results of operations in future periods.

In addition, the Company is developing contingency plans to address perceived
risks associated with the Year 2000 effort. These include business resumption
plans to address the possibility of internal systems failures and the
possibility of failure of systems or processes outside the Company's control. As
of year-end 1998, the Company has completed initial business resumption
contingency plans which would enable business critical units to function
beginning January 1, 2000 in the event of an unexpected failure. Business
resumption contingency plans are expected to be finalized by June 30, 1999.
Preparations for the management of the date change will continue through 1999.

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. Any sales
representative or employee who sells the Contracts will be qualified to sell
variable annuities under applicable federal and state laws. Each broker-dealer
is registered with the SEC under the Securities Exchange Act of 1934, and all
are members of the NASD. The principal underwriter and distributor of the
Contracts is CFBDS, Inc., 21 Milk St., Boston, MA. CFBDS, Inc. is not affiliated
with the Company or the Separate Account.

Up-front compensation paid to sales representatives will not exceed 7.00 % of
the purchase payments made under the Contracts. If asset-based compensation is
paid, it will not exceed 2% of the average account value annually. From time to
time, the Company may pay or permit other promotional incentives, in cash,
credit or other compensation.

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, contract 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 legal requirements of any governmental agency to
which the Company, the Contract or the contract owner is subject. Where a state
requires contract owner approval, we will comply.

30
<PAGE> 35

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,
the Principal Underwriter or the Company. 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 reviewed by the General Counsel of the Company.

31
<PAGE> 36

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

TABLE OF 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 Principal Underwriting Agreement

Valuation of Assets
Mixed and Shared Funding
Performance Information
Federal Tax Considerations
Independent Accountants
Financial Statements

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

Copies of the Statement of Additional Information dated May 1, 1999 (Form No.
21256S) are available without charge. To request a copy, please clip this coupon
on the dotted line above, enter your name and address in the spaces provided
below, and mail to: The Travelers Insurance Company, Annuity Services, One Tower
Square, Hartford, Connecticut 06183-9061.

Name:

Address:

A-1
<PAGE> 37

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<PAGE> 38

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

WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT

(This waiver is not available if the Annuitant is age 71 or older on the date
the Contract is issued. Please refer to your contract for any state variations
of this Waiver.)

If, after the first contract year and prior to the maturity date of the
Contract, the annuitant begins confinement in an Eligible Nursing Home, and
remains confined for the qualifying period, you may make a total or partial
withdrawal, subject to the maximum withdrawal amount described below, without
incurring a Withdrawal Charge. In order for the Withdrawal Charge to be waived,
the withdrawal must be made during continued confinement in an Eligible Nursing
Home after the qualifying period has been satisfied, or within sixty (60) days
after such confinement ends. The qualifying period is confinement in an Eligible
Nursing Home for ninety (90) consecutive days. We will require proof of
confinement in a form satisfactory to us, which may include certification by a
licensed physician that such confinement is medically necessary.

An Eligible Nursing Home is defined as an institution or special nursing unit of
a hospital which:

(a) is Medicare approved as a provider of skilled nursing care services; and

(b) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.

Meets all of the following standards:

(a) is licensed as a nursing care facility by the state in which it is licensed;

(b) is either a freestanding facility or a distinct part of another facility
such as a ward, wing, unit or swing-bed of a hospital or other facility;

(d) provides, as a primary function, nursing care and room and board; and
charges for these services;

(e) care is provided under the supervision of a licensed physician, registered
nurse (RN) or licensed practical nurse (LPN);

(f) may provide care by a licensed physical, respiratory, occupational or speech
therapist; and

(g) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.

FILING A CLAIM: You must provide the Company with written notice of a claim
during continued confinement following completion of the qualifying period, or
within sixty days after such confinement ends.

The maximum withdrawal amount available without incurring a Withdrawal Charge is
the contract value on the next valuation date following written proof of claim,
less any purchase payments made within a one year period prior to the date
confinement in an Eligible Nursing Home begins, less any additional purchase
payments made on or after the Annuitant's 71st birthday.

Any withdrawal requested which falls under the scope of this waiver will be paid
as soon as we receive proper written proof of your claim, and will be paid in a
lump sum. You should consult with your personal tax adviser regarding the
taxable nature of any withdrawals taken from your contract.

B-1
<PAGE> 39

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<PAGE> 40

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

MARKET VALUE ADJUSTMENT

If you (the Annuitant) have selected any period certain option, you may elect to
surrender a payment equal to a portion or all of the present value of the
remaining period certain payments any time after the first contract year. There
is a surrender charge of 5% of the amount withdrawn under this option.

For fixed annuity payments, we calculate the present value of the remaining
period certain payments using a current interest rate. The current interest rate
is the then current annual rate of return offered by Us on new Fixed Annuity
period certain only annuitizations for the amount of time remaining in the
certain period. If the period of time remaining is less than the minimum length
of time for which we offer a new Fixed Annuity Period Certain Only
Annuitization, then the interest rate will be the rate of return for that
minimum length of time.

The formula for calculating the Present Value is as follows:

Present Value =LOGO[Payment(s) X (1/1 + iC)(t/365)]
Where
iC = the interest rate described above
n = the number of payments remaining in the contract owner's certain
period at the time of request for this benefit
t = number of days remaining until that payment is made, adjusting for
leap years.

If you request a percentage of the total amount available, the remaining period
certain payments will be reduced by that percentage for the remainder of the
certain period. After the certain period expires, any remaining payments will
increase to the level they would have been had no liquidation taken place.

Illustration:

<TABLE>
<S> <C>
Amount Annuitized: $12,589.80
Annuity Option: Life w/10 Year Certain
$1,000 Annually--first payment
Annuity Payments: immediately
</TABLE>

For the purposes of this illustration, assume after two years (immediately
preceding the third payment), you choose to receive full liquidity, and the
current rate of return which we are then crediting for 8 year fixed Period
Certain Only Annuitizations is 4.00%. The total amount available for liquidity
is calculated as follows:

1000 + (1000/1.04) + (1000/1.04)( 7/8)2 + (1000/1.04)( 7/8)3 +

(1000/1.04)( 7/8)4 + (1000/1.04)( 7/8)5 + (1000/1.04)( 7/8)6 +

(1000/1.04)( 7/8)7 = $7002.06

The surrender penalty is calculated as 5% of $7,002.06, or $350.10.

The net result to you after subtraction of the surrender penalty of $350.10
would be $6,651.96.

You would receive no more payments for 8 years. After 8 years, if you are still
living, you will receive $1000 annually until your death.

C-1
<PAGE> 41

L-21256 May, 1999

<PAGE> 42

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Registration Fees: $2,780.00 for $10,000,000 in interests of Fixed Account
Annuitization Options with a Market Value Adjustment Cash Out Feature.

Estimate of Printing Costs: $10,000

Cost of Independent Auditors: $5,000

Item 15. Indemnification of Directors and Officers

Sections 33-770 to 33-778, inclusive of the Connecticut General Statutes
("C.G.S.") regarding indemnification of directors and officers of Connecticut
corporations provides in general that Connecticut corporations shall indemnify
their officers, directors and certain other defined individuals against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses
actually incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and in a criminal
case he had no reasonable cause to believe his conduct was unlawful; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.

Citigroup Inc. also provides liability insurance for its directors and officers
and the directors and officers of its subsidiaries, including the Registrant.
This insurance provides for coverage against loss from claims made against
directors and officers in their capacity as such, including, subject to certain
exceptions, liabilities under the federal securities laws.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE> 43

Item 16. Exhibits

(a) Exhibits

1. Distribution and Principal Underwriting Agreement.
(Incorporated herein by reference to Exhibit 3(a) to the
Registration Statement on Form N-4, File No. 333-58783
filed November 3, 1998.)

2. None

3(i). Charter of The Travelers Life and Annuity Company, as
amended on April 10, 1990. (Incorporated herein by
reference to Exhibit 6(a) to the Registration Statement on
Form N-4, File No. 333-40191 filed November 13, 1997).

3(ii). By-Laws of The Travelers Life and Annuity Company, as
amended on October 20, 1994. (Incorporated herein by
reference to Exhibit 6(b) to the Registration Statement on
Form N-4, File No. 333-40191 filed November 13, 1997.)

4. Contracts. (Incorporated herein by reference to Exhibit 4
to the Registration Statement on Form N-4, File No.
333-58783 filed November 3, 19987.)

5. Opinion Re: Legality, Including Consent. (Incorporated
herein by reference to Exhibit 5 to the Registration
Statement on Form S-2 filed Decmber 29, 1998)

8. None.

10. None.

11. None
12. None
13. Incorporated by reference in to the text of the Prospectus.
15. None

23(a). Consent of KPMG LLP, Independent Certified Public
Accountants.

23(b). Consent of Counsel (see Exhibit 5).

24. Powers of Attorney authorizing Ernest J. Wright or Kathleen
A. McGah as signatory for Michael A. Carpenter, Jay S.
Benet, J. Eric Daniels, George C. Kokulis, Robert I. Lipp,
Ian R. Stuart, Katherine M. Sullivan and Marc P. Weill.
(Incorporated herein by reference to Exhibit 24 to the
Registration Statement on Form S-2 filed Decmber 29, 1998)

24(b). Power of Attorney authorizing Ernest J. Wright or Kathleen
A. McGah as signatory for Jay S. Benet.

<PAGE> 44

Item 17. Undertakings

The undersigned registrant hereby undertakes as follows, pursuant to Item 512(a)
of Regulation S-K:

(a) Rule 415 Offerings:

1. To file, during any period in which offers or sales of the
registered securities are being made, a post-effective
amendment to this registration statement:

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

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

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

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

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

The undersigned registrant hereby undertakes as follows, pursuant to Item 512(h)
of Regulation S-K:

(h) Request for Acceleration of Effective Date:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

<PAGE> 45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on April 9, 1999.

THE TRAVELERS LIFE AND ANNUITY COMPANY
(Registrant)

By:*JAY S. BENET
------------------------------------------------------
Jay S. Benet, Director
Senior Vice President, Chief Financial Officer,
Chief Accounting Officer and Controller

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on April 9, 1999.

*MICHAEL A. CARPENTER Director and Chairman of the Board
- --------------------------
(Michael A. Carpenter)

*JAY S. BENET Director and Senior Vice President,
- -------------------------- Chief Financial Officer, Chief Accounting
(Jay S. Benet) Officer and Controller

*J. ERIC DANIELS Director, President and Chief Executive Officer
- --------------------------
(J. Eric Daniels)

*GEORGE C. KOKULIS Director and Senior Vice President
- --------------------------
(George C. Kokulis)

*ROBERT I. LIPP Director
- --------------------------
(Robert I. Lipp)

*KATHERINE M. SULLIVAN Director, Senior Vice President and
- -------------------------- General Counsel
(Katherine M. Sullivan)

*MARC P. WEILL Director and Senior Vice President
- --------------------------
(Marc P. Weill)

*By: /s/ Ernest J. Wright, Attorney-in-Fact

<PAGE> 46

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
23(a). Consent of KPMG LLP, Independent Certified Public Electronically
Accountants.

24(b). Power of Attorney authorizing Ernest J. Wright or Electronically
Kathleen A. McGah as signatory for Jay S. Benet.
</TABLE>

<PAGE> 1
EXHIBIT 23(a)

Consent of Independent Certified Public Accountants

The Board of Directors
The Travelers Life and Annuity Company

We consent to the use of our reports included herein by reference and to the
reference to our firm under the heading "Independent Accountants" in the
Statement of Additional Information.

KPMG LLP

Hartford, Connecticut
April 9, 1999

<PAGE> 1

FIXED ACCOUNT ANNUITIZATION OPTION

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, JAY S. BENET of West Hartford, Connecticut, Director, Senior
Vice President and Chief Financial Officer, Chief Accounting Officer and
Controller of The Travelers Life and Annuity Company (hereafter the "Company"),
do hereby make, constitute and appoint ERNEST J. WRIGHT, Secretary of said
Company, and KATHLEEN A. McGAH, Assistant Secretary of said Company, or either
one of them acting alone, my true and lawful attorney-in-fact, for me, and in my
name, place and stead, to sign registration statements on behalf of said Company
on Form S-2 or other appropriate form under the Securities Act of 1933 for
certain fixed payout annuity contracts to be offered by The Travelers Life and
Annuity Company, and further, to sign any and all amendments thereto, including
post-effective amendments, that may be filed by the Company on behalf of said
registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of
January 1999.

/s/ Jay S. Benet
Director, Senior Vice President
Chief Financial Officer,
Chief Accounting Officer and Controller
The Travelers Life and Annuity Company