TRAVELERS LIFE & ANNUITY CO, POS AM, 2000-04-04

TRAVELERS LIFE & ANNUITY CO
POS AM, 2000-04-04

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<PAGE> 1
Registration Statement No. 333-69753

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-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

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> 3

PROSPECTUS

<PAGE> 4

TRAVELERS RETIREMENT ACCOUNT
PROSPECTUS

This prospectus describes TRAVELERS RETIREMENT ACCOUNT, a flexible premium
deferred variable annuity contract (the "Contract") issued by The Travelers
Insurance Company or The Travelers Life and Annuity Company, depending on the
state in which you purchased your contract. The Contract is available in
connection with certain retirement plans that qualify for special federal income
tax treatment ("qualified Contracts"). We may issue it as an individual Contract
or as a group Contract. In states where only group Contracts are available, you
will be issued a certificate summarizing the provisions of the group Contract.
For convenience, we refer to Contracts and certificates as "Contracts."

Your contract value will vary daily to reflect the investment experience of the
funding options you select. The variable funding options available are:

Capital Appreciation Fund
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
REIT Series
Small Cap Value Series
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio(1)
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Equity Index Portfolio -- Class II Shares
JANUS ASPEN SERIES
Worldwide Growth Portfolio -- Service Shares
THE MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund
OCC ACCUMULATION TRUST
Equity Portfolio
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund
Investors Fund
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
VARIABLE INSURANCE PRODUCTS FUND II (FIDELITY)
Asset Manager Portfolio -- Service Class 2
WARBURG PINCUS TRUST
Emerging Markets Portfolio

- ---------------
(1) Formerly Capital Appreciation Portfolio

THE CONTRACT AND/OR SOME OF THE FUNDING OPTIONS MAY NOT BE AVAILABLE IN ALL
STATES. THIS PROSPECTUS IS ONLY VALID WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUSES FOR THE VARIABLE FUNDING OPTIONS. READ AND RETAIN THEM FOR FUTURE
REFERENCE.

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about The Travelers
Separate Account Five for Variable Annuities or the Travelers Separate Account
Six for Variable Annuities by requesting a Statement of Additional Information
("SAI") dated May 1, 2000. The SAI has been filed with the Securities and
Exchange Commission ("SEC") and is incorporated by reference to this prospectus.
To request a copy, write to The Travelers Insurance Company, Annuity Services,
One Tower Square, Hartford, CT 06183-8130, call 1-800-842-9406, or access the
SEC's website (http://www.sec.gov). See Appendix D for the SAI's table of
contents.

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

THIS PROSPECTUS IS ACCOMPANIED BY A COPY EACH OF THE TRAVELERS INSURANCE
COMPANY'S AND THE TRAVELERS LIFE AND ANNUITY COMPANY'S LATEST ANNUAL REPORTS ON
FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1999. 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, 2000
<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms................ 2
Summary............................... 3
Fee Table............................. 6
Condensed Financial Information....... 13
The Annuity Contract.................. 13
Contract Owner Inquiries............ 13
Purchase Payments................... 13
Conservation Credit................. 13
Accumulation Units.................. 13
The Funding Options................. 14
Charges and Deductions................ 18
General............................. 18
Withdrawal Charge................... 18
Free Withdrawal Allowance........... 19
Premium Tax......................... 19
Mortality and Expense Risk Charge... 19
Funding Option Expenses............. 20
Floor Benefit/Liquidity Benefit..... 20
CHART Asset Allocation Program
Charges.......................... 20
Changes in Taxes Based Upon Premium
or Value......................... 20
Transfers............................. 20
Dollar Cost Averaging............... 20
Asset Allocation Advice............. 21
Access to Your Money.................. 21
Systematic Withdrawals.............. 21
Managed Distribution Program........ 21
Ownership Provisions.................. 22
Types of Ownership.................. 22
Contract Owner................... 22
Annuitant........................ 22
Beneficiary...................... 22
Death Benefit......................... 22
Death Benefit Proceeds Prior to
Maturity Date.................... 22
Death Proceeds After the Maturity
Date............................. 23
Payment of Proceeds................. 24
The Annuity Period.................... 24
Maturity Date....................... 24
Liquidity Benefit................... 24
Allocation of Annuity............... 25
Variable Annuity.................... 25
Fixed Annuity....................... 25
Payment Options....................... 26
Election of Options................. 26
Variable Annuitization Floor
Benefit.......................... 26
Annuity Options..................... 26
Miscellaneous Contract Provisions..... 27
Right to Return..................... 27
Termination......................... 27
Required Reports.................... 28
Suspension of Payments.............. 28
Transfers of Contract Values to
other Annuities.................. 28
The Separate Accounts................. 28
Performance Information............. 28
Federal Tax Considerations............ 29
General Taxation of Annuities....... 29
Qualified Annuity Contracts......... 29
Penalty Tax for Premature
Distributions.................... 30
Taxation of Surrenders Under
Liquidity Feature................ 30
Diversification Requirements of
Variable Annuities............... 30
Ownership of the Investments........ 30
Mandatory Distributions for
Qualified Plans.................. 30
Taxation of Death Benefit
Proceeds......................... 31
Available Information................. 31
Incorporation of Certain Documents By
Reference........................... 31
Other Information..................... 32
The Insurance Companies............. 32
Financial Statements................ 32
IMSA................................ 32
Distribution of Variable Annuity
Contracts........................ 32
Conformity with State and Federal
Laws............................. 32
Voting Rights....................... 33
Contract Modification............... 33
Legal Proceedings and Opinions...... 33
APPENDIX A: Condensed Financial
Information of The Travelers Insurance
Company: Separate Account Five...... A-1
APPENDIX B: Condensed Financial
Information of The Travelers Life
and Annuity Company: Separate
Account Six......................... B-1
APPENDIX C: Nursing Home
Confinement......................... C-1
APPENDIX D: Market Value Adjustment... D-1
APPENDIX E: Contents of the Statement
of Additional Information........... E-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 Period................... 13
Annuitant............................. 22
Annuitization Credit.................. 25
Annuity Payments...................... 13
Annuity Unit.......................... 14
Cash Surrender Value.................. 21
Certificate........................... 4
Conservation Credit................... 13
Contract Date......................... 13
Contract Owner........................ 22
Contract Value........................ 13
Contract Year......................... 13
Death Report Date..................... 23
Funding Option(s)..................... 14
Maturity Date......................... 13
Participant........................... 4
Purchase Payment...................... 13
Underlying Fund....................... 14
Written Request....................... 13
</TABLE>

2
<PAGE> 6

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 ENTIRE PROSPECTUS
CAREFULLY.

WHAT COMPANY WILL ISSUE MY CONTRACT? Your issuing company is either The
Travelers Insurance Company or The Travelers Life and Annuity Company, ("the
Company," "We" or "Us") depending on where you purchase your Contract. Each
company sponsors its own Separate Account, both of which are described later in
this prospectus. The Travelers Insurance Company sponsors the Travelers Separate
Account Five for Variable Annuities ("Separate Account Five"); The Travelers
Life and Annuity Company sponsors the Travelers Separate Account Six for
Variable Annuities ("Separate Account Six"). When we refer to the Separate
Account, we are referring to either Separate Account Five or Separate Account
Six, depending upon your issuing company. Your issuing company is The Travelers
Life and Annuity Company unless you purchased your contract in the locations
listed below, which contracts are issued by The Travelers Insurance Company.

Bahamas
British Virgin Islands
Guam
New Hampshire
New Jersey
New York
U.S. Virgin Islands

You may also refer to the cover page of your Contract for the name of your
issuing company. You may only purchase a Contract where the Contract has been
approved for sale. This Contract may not currently be available for sale in all
locations.

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The
Contract offered by the Company is intended for retirement savings or other
long-term investment purposes. The Contract provides a death benefit as well as
guaranteed payout 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 income (annuity payments) you receive during the payout phase.

Once you choose one of the annuity options 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(a), 403(b), 408 or 457 of the Internal Revenue Code
(the "Code"). Purchase of this Contract through a Plan does not provide any
additional tax deferral benefits beyond those provided by the Plan. Accordingly,
if you are purchasing this Contract through a Plan, you should consider
purchasing the Contract for its Death Benefit, Annuity Option Benefits or other
non-tax related benefits.

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

3
<PAGE> 7

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

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 the group participant, as applicable. We refer to
both contracts and certificates as "contracts." If a group unallocated contract
is purchased, we issue only the contract. Where we refer to "you," we are
referring to the group participant.

We issue group contracts in connection with retirement plans. Depending on your
retirement plan, certain features and/or funding options described in this
prospectus may not be available to you. Your retirement plan provisions
supercede the 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. The cash value will be determined as
of the close of business on the day we receive a written request for a refund.
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
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. The funding options
are described in the prospectuses for the funds. 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. Past performance is not a guarantee of future
results. Standard and nonstandard performance is shown in the Statement of
Additional Information that you may request free of charge.

You can transfer between the funding options as frequently as you wish without
any current tax implications. Currently there is no charge for transfers, nor a
limit to the number of transfers allowed. We may, in the future, charge a fee
for any transfer request, or limit the number of transfers allowed. At a
minimum, we would always allow one transfer every six months. We reserve the
right to restrict transfers that we determine will disadvantage other contract
owners.

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 0.80% 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.

A withdrawal charge will apply to withdrawals from the Contract, and is
calculated as a percentage of the purchase payments. The maximum percentage is
5%, gradually decreasing to 0% in year 6 and later.

4
<PAGE> 8

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 to a qualified Contract during the accumulation phase are made with
before-tax dollars. You will be taxed on your purchase payments and on any
earnings when you make a withdrawal or begin receiving annuity 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. Withdrawal charges, income taxes, and/or a penalty tax may
apply to taxable amounts withdrawn.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The person you have chosen as
your beneficiary will receive a death benefit upon the death of the owner 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 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 include:

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

- ASSET ALLOCATION ADVICE. If allowed, you may elect to enter into a
separate advisory agreement with Copeland Financial Services LLC
("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 described in a
separate disclosure statement.

- MANAGED DISTRIBUTION PROGRAM. This program allows us 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 income and penalty taxes will apply on amounts
withdrawn.

5
<PAGE> 9

FEE TABLE
- --------------------------------------------------------------------------------
CONTRACT CHARGES AND EXPENSES:
WITHDRAWAL CHARGE (as a percentage of the purchase payments withdrawn)

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE WITHDRAWAL
PAYMENT MADE CHARGE
<S> <C>
1 or less 5%
2 4%
3 3%
4 2%
5 1%
6 and later 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 CHARGES:
(as a percentage of the average daily net assets of the Separate Account)

<TABLE>
<CAPTION>
STANDARD ENHANCED
DEATH BENEFIT DEATH BENEFIT
<S> <C> <C>
Mortality & Expense Risk Charge...................... 0.80% 1.25%
Administrative Expense Charge........................ None None
---- -------
Total Separate Account Charges.................... 0.80% 1.25%
</TABLE>

During the annuity period, if you have elected the Floor Benefit, a total annual
separate account 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, 1999, 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> 10

<TABLE>
<CAPTION>
TOTAL ANNUAL
OTHER OPERATING
MANAGEMENT FEE EXPENSES EXPENSES
(AFTER EXPENSE 12B-1 (AFTER EXPENSE (AFTER EXPENSE
UNDERLYING FUNDS: REIMBURSEMENT) FEES REIMBURSEMENT) REIMBURSEMENT)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio(3)............. 0.75% 0.03% 0.78%
Small Cap Portfolio................... 0.75% 0.03% 0.78%
GREENWICH STREET SERIES FUND
Equity Index Portfolio -- Class II
Shares.............................. 0.21% 0.25% 0.05% 0.51%(4)
JANUS ASPEN SERIES
Worldwide Growth Portfolio -- Service
Shares.............................. 0.65% 0.25% 0.05% 0.95%(5)
THE MONTGOMERY FUNDS III
Montgomery Variable Series: Growth
Fund................................ 0.52% 0.73% 1.25%(6)
OCC ACCUMULATION TRUST
Equity Portfolio...................... 0.80% 0.11% 0.91%
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund.......................... 0.00% 1.00% 1.00%(7)
Investors Fund........................ 0.53% 0.47% 1.00%(7)
Total Return Fund..................... 0.15% 0.85% 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% 0.08% 0.83%(9)
Smith Barney High Income Portfolio.... 0.60% 0.06% 0.66%(9)
Smith Barney International Equity
Portfolio........................... 0.90% 0.10% 1.00%(9)
Smith Barney Large Capitalization
Growth Portfolio.................... 0.75% 0.11% 0.86%(9)
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio... 0.70% 0.25% 0.95%(10)
Disciplined Small Cap Stock
Portfolio........................... 0.80% 0.20% 1.00%(11)
Equity Income Portfolio............... 0.75% 0.13% 0.88%
Federated Stock Portfolio............. 0.63% 0.19% 0.82%
Large Cap Portfolio................... 0.75% 0.12% 0.87%
Lazard International Stock
Portfolio........................... 0.83% 0.23% 1.06%
MFS Mid Cap Growth Portfolio.......... 0.80% 0.20% 1.00%(11)
MFS Research Portfolio................ 0.80% 0.19% 0.99%
Social Awareness Stock Portfolio...... 0.64% 0.16% 0.80%
Strategic Stock Portfolio............. 0.60% 0.30% 0.90%(11)
Travelers Quality Bond Portfolio...... 0.32% 0.22% 0.54%
U.S. Government Securities
Portfolio........................... 0.32% 0.16% 0.48%
Utilities Portfolio................... 0.65% 0.23% 0.88%
VARIABLE INSURANCE PRODUCTS II
Asset Manager Portfolio -- Service
Class 2............................. 0.53% 0.25% 0.10% 0.88%(12)
WARBURG PINCUS TRUST
Emerging Markets Portfolio............ 0.00% 1.40% 1.40%(13)

* Includes CHART asset allocation fee of 0.80%.
</TABLE>

7
<PAGE> 11

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 Travelers Insurance Company. Travelers has
agreed to reimburse the Portfolio 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 0.50% for the MONEY MARKET
PORTFOLIO.

(2) The investment adviser for the REIT SERIES is Delaware Management Company
("DMC"). Effective May 1, 2000 through October 31,2000, DMC has voluntarily
agreed to waive its management fee and reimburse the Series for expenses to
the extent that total expenses will not exceed 0.85%. Without such and
arrangement, Total Annual Operating Expenses for the fund would have been
0.96%.

(3) Formerly Capital Appreciation Portfolio.

(4) The Portfolio Management Fee for EQUITY INDEX PORTFOLIO -- CLASS II
includes 0.06% for fund administration and a distribution plan or "Rule
12b-1 plan". Fees for Class II reflect the period from 3/22/99 (inception
date) to 12/31/99. On March 22, 1999, the fund adopted its current fee
structure.

(5) Expenses are based on the estimated expenses that the new Service Shares
Class expects to incur in its initial fiscal year. All expenses are shown
without the effect of offset arrangements.

(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 2.25%.

(7) The Adviser has waived all or a portion of its Management Fees for the year
ended December 31, 1999. If such fees were not waived or expenses
reimbursed, the Management Fee, Other Expenses, and Total Annual Operating
Expenses would have been as follows: 0.70%, 0.45% and 1.15% respectively
for the INVESTORS FUND; 0.85%, 1.14%, and 1.99% respectively for the
CAPITAL FUND; and 0.80%, 0.85%, and 1.65% respectively for the TOTAL RETURN
FUND.

(8) The Adviser for STRONG SCHAFER VALUE FUND II has voluntarily agreed to cap
the 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 1.57%.

(9) Expenses are as of October 31, 1999 (the Fund's fiscal year end). There
were no fees waived or expenses reimbursed for these funds in 1999.

(10) Other Expenses reflect the current expense reimbursement arrangement with
Travelers Insurance Company. Travelers has agreed to reimburse the
Portfolio for the amount by which its 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 Portfolio would have been 0.99% for the DISCIPLINED MID
CAP STOCK PORTFOLIO.

(11) Travelers Insurance Company has agreed to reimburse the STRATEGIC STOCK
PORTFOLIO, the DISCIPLINED SMALL CAP STOCK PORTFOLIO, and the MFS MID CAP
GROWTH PORTFOLIO for expenses for the period ended December 31, 1999 which
exceeded 0.90%, 1.00% and 1.00% respectively. Without such arrangements,
the actual annualized Total Annual Operating Expenses would have been
0.99%, 1.49%, and 1.07% respectively.

(12) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds
custodian, credits realized as a result of uninvested cash balances were
used to reduce a portion of each applicable fund's expenses. Without these
reductions, the Total Annual Operating Expenses presented in the table
would have been 0.89% for ASSET MANAGER PORTFOLIO -- SERVICE CLASS 2.
Service Class 2 expenses are based on estimated expenses for the first
year.

(13) Fee waivers, expense reimbursements, or expense credits reduced expenses
for the WARBURG PINCUS EMERGING MARKETS PORTFOLIO during 1999, but this may
be discontinued at any time. Without such arrangements, the Portfolio's
Management Fees, Other Expenses and Total Annual Operating Expenses would
equal 1.25%, 1.88% and 3.13%, respectively. The Portfolio's other expenses
are based on annualized estimates of expenses for the fiscal year ending
December 31, 1999, net of any fee waivers or expense reimbursements.

8
<PAGE> 12

EXAMPLE*: STANDARD DEATH BENEFIT

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Capital Appreciation Fund............ 67 81 99 193 17 51 89 193
High Yield Bond Trust................ 66 81 98 191 16 51 88 191
Managed Assets Trust................. 64 74 87 168 14 44 77 168
Money Market Portfolio............... 62 68 76 146 12 38 66 146
AMERICAN ODYSSEY FUNDS, INC.(1)
Core Equity Fund................. 65 76 89 172 15 46 79 172
Emerging Opportunities Fund...... 67 83 101 198 17 53 91 198
Global High-Yield Bond Fund...... 67 81 99 193 17 51 89 193
Intermediate-Term Bond Fund...... 64 74 86 167 14 44 76 167
International Equity Fund........ 65 78 93 181 15 48 83 181
Long-Term Bond Fund.............. 64 74 87 168 14 44 77 168
AMERICAN ODYSSEY FUNDS, INC.(2)
Core Equity Fund................. 73 100 130 257 23 70 120 257
Emerging Opportunities Fund...... 75 107 142 281 25 77 132 281
Global High-Yield Bond Fund...... 75 106 140 277 25 76 130 277
Intermediate-Term Bond Fund...... 72 99 127 252 22 69 117 252
International Equity Fund........ 74 102 134 266 24 72 124 266
Long-Term Bond Fund.............. 72 99 128 253 22 69 118 253
DELAWARE GROUP PREMIUM FUND
REIT Series...................... 67 82 100 195 17 52 90 195
Small Cap Value Series........... 67 82 100 195 17 52 90 195
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio........... 66 80 96 188 16 50 86 188
Small Cap Portfolio.............. 66 80 96 188 16 50 86 188
JANUS ASPEN SERIES
Worldwide Growth Portfolio --
Service Shares................. 65 77 92 179 15 47 82 179
GREENWICH STREET SERIES FUND
Equity Index Portfolio -- Class
II Shares...................... 63 72 82 158 13 42 72 158
THE MONTGOMERY FUNDS III
Montgomery Variable Series:
Growth Fund.................... 71 94 120 238 21 64 110 238
OCC ACCUMULATION TRUST
Equity Portfolio................. 67 84 103 202 17 54 93 202
SALOMON BROTHERS VARIABLE SERIES FUND
INC.
Capital Fund..................... 68 87 107 212 18 57 97 212
Investors Fund................... 68 87 107 212 18 57 97 212
Total Return Fund................ 68 87 107 212 18 57 97 212
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II..... 70 93 118 233 20 63 108 233
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio........ 66 81 98 192 16 51 88 192
MFS Total Return Portfolio....... 67 82 99 194 17 52 89 194
Putnam Diversified Income
Portfolio...................... 67 81 99 193 17 51 89 193
Smith Barney High Income
Portfolio...................... 65 76 90 175 15 46 80 175
Smith Barney International Equity
Portfolio...................... 68 87 107 212 18 57 97 212
Smith Barney Large Capitalization
Growth Portfolio............... 67 82 100 197 17 52 90 197
</TABLE>

9
<PAGE> 13

* 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> 14

EXAMPLE*: OPTIONAL DEATH BENEFIT

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Capital Appreciation Fund............ 71 95 122 241 21 65 112 241
High Yield Bond Trust................ 71 95 121 239 21 65 111 239
Managed Assets Trust................. 69 88 110 217 19 58 100 217
Money Market Portfolio............... 67 82 100 196 17 52 90 196
AMERICAN ODYSSEY FUNDS, INC.(1)
Core Equity Fund................. 69 89 112 221 19 59 102 221
Emerging Opportunities Fund...... 72 96 124 245 22 66 114 245
Global High-Yield Bond Fund...... 71 95 122 241 21 65 112 241
Intermediate-Term Bond Fund...... 69 88 110 216 19 58 100 216
International Equity Fund........ 70 92 116 230 20 62 106 230
Long-Term Bond Fund.............. 69 88 110 217 19 58 100 217
AMERICAN ODYSSEY FUNDS, INC.(2)
Core Equity Fund................. 77 114 152 302 27 84 142 302
Emerging Opportunities Fund...... 80 120 164 324 30 90 154 324
Global High-Yield Bond Fund...... 79 119 162 320 29 89 152 320
Intermediate-Term Bond Fund...... 77 112 150 297 27 82 140 297
International Equity Fund........ 78 116 156 310 28 86 146 310
Long-Term Bond Fund.............. 77 112 151 298 27 82 141 298
DELAWARE GROUP PREMIUM FUND.
REIT Series...................... 71 96 123 243 21 66 113 243
Small Cap Value Series........... 71 96 123 243 21 66 113 243
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio... 71 94 119 236 21 64 109 236
Small Cap Portfolio.............. 71 94 119 236 21 64 109 236
GREENWICH STREET SERIES FUND
Equity Index Portfolio -- Class
II Shares...................... 68 85 105 207 18 55 95 207
JANUS ASPEN SERIES
Worldwide Growth Portfolio....... 70 91 115 227 20 61 105 227
THE MONTGOMERY FUNDS III
Montgomery Variable Series:
Growth Fund.................... 75 108 143 284 25 78 133 284
OCC ACCUMULATION TRUST
Equity Portfolio................. 72 98 126 249 22 68 116 249
SALOMON BROTHERS VARIABLE SERIES FUND
INC.
Capital Fund..................... 73 100 130 258 23 70 120 258
Investors Fund................... 73 100 130 258 23 70 120 258
Total Return Fund................ 73 100 130 258 23 70 120 258
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II..... 75 106 141 279 25 76 131 279
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio........ 71 95 121 240 21 65 111 240
MFS Total Return Portfolio....... 71 95 122 242 21 65 112 242
Putnam Diversified Income
Portfolio...................... 71 95 122 241 21 65 112 241
Smith Barney High Income
Portfolio...................... 69 90 113 223 19 60 103 223
Smith Barney International Equity
Portfolio...................... 73 100 130 258 23 70 120 258
Smith Barney Large Capitalization
Growth Portfolio............... 71 96 123 244 21 66 113 244
</TABLE>

11
<PAGE> 15

* 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.

12
<PAGE> 16

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
See Appendices A and B.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Retirement Account Annuity is a contract between the contract owner
("you"), and the Company. You make purchase payments to us and we credit them to
your Contract. The Company promises 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 of your choice. The contract owner assumes the risk of gain or
loss according to the performance of the variable funding options. The contract
value is the amount of purchase payment plus any applicable credits, plus or
minus any investment experience or interest. The contract value also reflects
all 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
the contract date is called a contract year.

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

CONTRACT OWNER INQUIRIES

Any questions you have about your Contract should be directed to the Company's
Home Office at 1-800-842-9406.

PURCHASE PAYMENTS

The initial purchase payment must be at least $20,000. You may make additional
payments of at least $5,000 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 in good order at our Home Office. Subsequent purchase payments will
be credited to a Contract on the same business day, if received in good order by
our Home Office by 4:00 p.m. Eastern time. A business day is any day that the
New York Stock Exchange is open. Our business day ends at 4:00 p.m. Eastern time
unless we need to close earlier due to an emergency.

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 affiliates, you may receive a conservation credit to your purchase
payments. If applied, we will determine the amount of such credit.

ACCUMULATION UNITS

The period between the contract effective date and the maturity date is the
accumulation period. During the accumulation period, 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 their values
may increase or decrease from day to day. The number of accumulation units we
will credit to your Contract once we receive a purchase payment is determined by
dividing the amount directed to

13
<PAGE> 17

each funding option by the value of its accumulation unit. We calculate the
value of an accumulation unit for each funding option each day the New York
Stock Exchange is open. The values are calculated as of 4:00 p.m. Eastern time.
After the value is calculated, we credit your Contract. During the annuity
period (i.e., after the maturity date), you are credited with annuity units.

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account, which invest in the underlying mutual funds ("underlying 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 fund. Since each
option has varying degrees of risk, please read the prospectuses carefully
before investing. Contact your registered representative or call 1-800-842-9406
to request additional copies of the prospectuses.

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 state and SEC approval, if necessary. From time to time we
may make new funding options available.

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

<TABLE>
<CAPTION>
INVESTMENT OPTIONS INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Capital Appreciation Fund Seeks growth of capital through the use of Travelers Asset Management
common stocks. Income is not an objective. International Company LLC
The Fund invests principally in common stocks ("TAMIC")
of small to large companies which are Subadviser: Janus Capital Corp.
expected to experience wide fluctuations in
price both in rising and declining markets.
High Yield Bond Trust* Seeks generous income. The assets of the High TAMIC
Yield Bond Trust will be invested in bonds
which, as a class, sell at discounts from par
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. Subadvisers: Equinox
Capital Management, L.L.C.;
Putnam Investment Management
Inc.; and State Street Global
Advisors
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; Chartwell
Investment Partners; and State
Street Global Advisors
Global High-Yield Bond Fund*(1) 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
</TABLE>

14
<PAGE> 18

<TABLE>
<CAPTION>
INVESTMENT OPTIONS INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
AMERICAN ODYSSEY FUNDS, INC.
(CONT.)
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.
DELAWARE GROUP PREMIUM
FUND
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. Capital appreciation is a secondary Management, Inc.
objective.
Small Cap Value Series Seeks capital appreciation by investing in Delaware Management Company,
small to mid-cap common stocks whose market Inc.
value appears low relative to their Subadviser: Lincoln Investment
underlying value or future earnings and Management, Inc.
growth potential Emphasis will also be placed
on securities of companies that may be
temporarily out of favor or whose value is
not yet recognized by the market.
DREYFUS VARIABLE
INVESTMENT FUND
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
Subadviser: Sarofim
GREENWICH STREET SERIES FUND
Equity Index Portfolio -- Class Seeks to replicate, before deduction of TIMCO
II Shares expenses, the total return performance of the
S&P 500 Index.
JANUS ASPEN SERIES
Worldwide Growth Portfolio -- Seeks growth of capital in a manner Janus Capital
Service Shares consistent with preservation of capital by
investing primarily in common stocks of
companies of any size throughout the world.
MONTGOMERY FUNDS III
Montgomery Variable Series: Seeks capital appreciation by investing Montgomery Asset Management
Growth Fund primarily in equity securities, usually
common stock, of domestic companies of all
sizes, and emphasizes companies having market
capitalizations of $1 billion or more.
OCC ACCUMULATION TRUST
Equity Portfolio Seeks long-term capital appreciation through OpCap Advisors
investment in securities (primarily equity
securities) of companies that are believed by
the adviser to be undervalued in the
marketplace in relation to factors such as
the companies' assets or earnings.
</TABLE>

15
<PAGE> 19

<TABLE>
<CAPTION>
INVESTMENT OPTIONS INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SALOMON BROTHERS VARIABLE SERIES
FUND, INC.
Capital Fund Seeks capital appreciation, primarily through Salomon Brothers Asset
investments in common stocks which are Management ("SBAM")
believed to have above-average price
appreciation potential and which may involve
above average risk.
Investors Fund Seeks long-term growth of capital, and, SBAM
secondarily, current income, through
investments in common stocks of well-known
companies.
Total Return Fund Seeks above-average income (compared to a SBAM
portfolio invested entirely in equity
securities). Secondarily, seeks opportunities
for growth of capital and income.
STRONG VARIABLE INSURANCE FUNDS,
INC.
Strong Schafer Value Fund II Seeks long-term capital appreciation. Current Strong Capital Management Inc.
income is a secondary objective when Subadviser: Schafer Capital
selecting investments. The goal is to Management, Inc.
identify stocks that provide above-average
earnings growth prospects at a
price-to-earnings ratio lower than that of
the S&P 500.
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio Seeks long-term growth of capital. Current Travelers Investment Adviser
income is only an incidental consideration. ("TIA")
The Portfolio invests predominantly in equity Subadviser: Alliance Capital
securities of companies with a favorable Management L.P.
outlook for earnings and whose rate of growth
is expected to exceed that of the U.S.
economy over time.
MFS Total Return Portfolio (a balanced portfolio) Seeks to obtain above- TIA
average income (compared to a portfolio Subadviser: Massachusetts
entirely invested in equity securities) Financial Services Company
consistent with the prudent employment of ("MFS")
capital. Generally, at least 40% of the
Portfolio's assets are invested in equity
securities.
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 SSB Citi Fund Management LLC
Portfolio appreciation is a secondary objective. The ("SSB Citi")
Portfolio will invest at least 65% of its
assets in high-yielding corporate debt
obligations and preferred stock.
Smith Barney International Equity Seeks total return on assets from growth of SSB Citi
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 SSB Citi
Capitalization Growth Portfolio investing in equity securities of companies
with large market capitalizations.
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Seeks growth of capital by investing TAMIC
Portfolio primarily in a broadly diversified portfolio Subadviser: TIMCO
of U.S. common stocks.
Disciplined Small Cap Stock Seeks long term capital appreciation by TAMIC
Portfolio 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.
</TABLE>

16
<PAGE> 20

<TABLE>
<CAPTION>
INVESTMENT OPTIONS INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
THE TRAVELERS SERIES TRUST
(CONT.)
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 ("FMR")
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: FMR
companies with large market capitalizations.
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 Portfolio Seeks to obtain long-term growth of capital TAMIC
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
Social Awareness Stock Portfolio Seeks long-term capital appreciation and SSB Citi
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 yielding
stocks periodically selected from the
companies included in (i) the Dow Jones
Industrial Average and (ii) a subset of the
S&P Industrial Index.
Travelers Quality Bond Portfolio Seeks current income, moderate capital TAMIC
volatility and total return.
U.S. Government Securities Seeks to select investments from the point of TAMIC
Portfolio view of an investor concerned primarily with
the highest credit quality, current income
and total return. The assets of the Portfolio
will be invested in direct obligations of the
United States, its agencies and
instrumentalities.
Utilities Portfolio Seeks to provide current income by investing SSB Citi
in equity and debt securities of companies in
the utilities industries.
VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Seeks high total return with reduced risk FMR
Portfolio -- Service Class 2 over the long-term by allocating its assets
among stocks, bonds and short-term
fixed-income instruments.
</TABLE>

17
<PAGE> 21

<TABLE>
<CAPTION>
INVESTMENT OPTIONS INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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 securities markets.
</TABLE>

(1) Formerly American Odyssey Short-Term Bond Fund. The name investment
objective and investment subadviser of this fund were changed pursuant to a
shareholder vote effective May 1, 1998.

* The funding options marked with an asterisk (*) are considered competing
funds, and may be subject to transfer restrictions. Those marked with two
asterisks (**) are not currently considered competing funds, but may be so in
the future because of an allowable change in the funding option's investment
strategy. Please refer to the contract for transfer restrictions.

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 contract owner,
annuitant, or first of the joint contract owners,

- the available funding options and related programs (including
dollar-cost averaging, portfolio rebalancing, and systematic
withdrawal programs);

- administration of the annuity options available under the Contracts;
and

- the 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, including commission payments to your
sales agent, and

- other costs of doing business.

Risks we assume include:

- risks that annuitants may live longer than estimated when the
annuity factors under the Contracts were established,

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

- that 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 payments and earnings are
withdrawn in order to determine the withdrawal charge. We will not reduce or
eliminate the withdrawal charge or the administrative 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 will apply if purchase payments are
withdrawn before they have

18
<PAGE> 22

been in the Contract for six years. We will assess the charge as a percentage of
the purchase payment withdrawn as follows:

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE WITHDRAWAL
PAYMENT MADE CHARGE
<S> <C>
1 or less 5%
2 4%
3 3%
4 2%
5 1%
6 and thereafter 0%
</TABLE>

For purposes of the withdrawal charge calculation, withdrawals are deemed to be
taken first from:

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

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

(d) from any contract earnings.

Unless you instruct us otherwise, we will deduct the withdrawal charge from the
amount requested.

We will not deduct a withdrawal charge:

- from payments we make due to the death of the annuitant;

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

- if an income option of at least ten years' duration is elected;

- from amounts withdrawn which are deposited to other contracts issued
by Us or our affiliate, subject to Our approval;

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

- if you are confined to an Eligible Nursing Home, as described in
Appendix C.

FREE WITHDRAWAL ALLOWANCE

You may withdraw up to 20% of the contract value annually. 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 provision applies to all partial withdrawals and full withdrawals,
except those transferred directly to annuity contracts issued by other financial
institutions. We reserve the right to not permit the provision on a full
surrender. In Washington state, the free withdrawal provision applies to all
withdrawals.

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. We
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 we have a tax liability under state law.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk ("M&E")
charge from amounts held in the variable funding options. The deduction is
reflected in our calculation of accumulation and annuity unit values. The
charges stated are the maximum for this product. We reserve the right to lower
this charge at any time. For the Standard Death Benefit, this charge

19
<PAGE> 23

equals, on an annual basis, 0.80% of the amounts held in each funding option.
For the Optional Death Benefit and Credit, this charge equals, on an annual
basis, 1.25% of the amounts held in each funding option. This charge compensates
the Company for risks assumed, benefits provided and expenses incurred,
including the payment of commissions to your sales agent.

FUNDING OPTION EXPENSES

The charges and expenses of the 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 amounts 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 0.80% 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.

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 fee for any transfers exceeding 12 per
year, and to limit the number of transfers to one in any six-month period. We
also reserve the right to restrict transfers by any market timing firm or any
other third party authorized to initiate transfers on behalf of multiple
contract owners. We may, among other things, not accept: 1) the transfer
instructions of any agent acting under a power of attorney on behalf of more
than one owner, or 2) the transfer or exchange instructions of individual owners
who have executed pre-authorized transfer forms which are submitted by market
timing firms or other third parties on behalf of more than one owner. We further
reserve the right to limit transfers that we determine will disadvantage other
contract owners.

Since different funding options have different expenses, a transfer of contract
values from one funding option to another could result in your investment
becoming subject to higher or lower expenses. After the maturity date, you may
make transfers between funding options only with our consent.

DOLLAR COST AVERAGING

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. Using this
method, more accumulation units are purchased in a funding option if the value
per unit is low and fewer accumulation units are purchased if the

20
<PAGE> 24

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.

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. 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 , an
affiliate of the Company. For a fee, Copeland provides asset allocation advice
under its CHART Program(R), 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 cash
surrender value, less any premium tax not previously deducted. Unless you submit
a written request specifying the funding option(s) from which amounts are to be
withdrawn, the withdrawal will be made on a pro rata basis. The cash surrender
value will be determined as of the close of business after we receive your
surrender request at the Home Office. The cash surrender value may be more or
less than the purchase payments made.

We may defer payment of any cash surrender value 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 withdrawals 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.

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

Before the maturity date, you may choose to withdraw a specified dollar amount
on a monthly, quarterly, semiannual or annual basis. Any applicable premium
taxes and withdrawal charge will be deducted. To elect systematic withdrawals,
you must make the election on the form provided by the Company. You may begin or
discontinue systematic withdrawals at any time by notifying us in writing, but
at least 30 days' notice must be given to change any systematic withdrawal
instructions that are currently in place.

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

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

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 Us 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 free withdrawal allowance. No Dollar Cost Averaging
will be permitted if you are participating in the Managed Distribution Program.

21
<PAGE> 25

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 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 other shares are recorded with the Company by written
request before your death.

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 BENEFIT PROCEEDS PRIOR TO MATURITY DATE

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:

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.

22
<PAGE> 26

- ------------------------------------------------------------------------------------------
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; or
(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) Contract value, or
(2)
Total purchase payments, less any withdrawals (and related charges), or
(3) 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 Contract value.
- ------------------------------------------------------------------------------------------
</TABLE>

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

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 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 surrender reductions
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.

For example, assume your current contract value is $55,000. If your original
step-up value is $50,000, and you decide to make a partial withdrawal of
$10,000, the step-up value would be reduced as follows:

50,000 x (10,000/55,000) = 9,090

Your new step-up value would be 50,000-9,090, or $40,910.

The following example shows what would happen in a declining market. Assume your
current contract value is $30,000. If your original step-up value is $50,000,
and you decide to make a partial withdrawal of $10,000, the step-up value would
be reduced as follows:

50,000 x (10,000/30,000) = 16,666

Your new step-up value would be 50,000-16,666, or $33,334.

DEATH PROCEEDS AFTER THE MATURITY DATE

If you die 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.

23
<PAGE> 27

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 regular income payments (annuity payments).
You can choose the month and the year in which those payments begin (maturity
date). You can also choose among income payouts (annuity options). You can
change your selection any time up to the maturity date. Annuity payments will
begin on the maturity date stated in the Contract unless the Contract has been
fully surrendered or the proceeds have been paid to the beneficiary before that
date, or unless you elect another 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; (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 you are alive
before annuity payments are made. Not all options may be available in all
states.

You may choose to annuitize at any time after you purchase the contract. Unless
you elect otherwise, the maturity date will be the later of your 90th birthday,
or ten years after the effective date, if later. (In certain states, the
maturity date elected may not be later than the annuitant's 90th birthday; refer
to your Contract.) At least 30 days before the original maturity date, you may
elect to extend the maturity date to any time prior to your 90th birthday or to
a later date with the Company's consent.

Certain annuity options taken at the maturity date may be used to meet the
minimum required distribution requirements of federal tax law, or a program of
partial surrenders may be used instead. These mandatory distribution
requirements take effect generally upon either the death of the contract owner,
or upon the later of the contract owner's attainment of age 70 1/2 or year of
retirement. Please refer to the optional, no-cost Managed Distribution Program
described in the "Access to your Money" section of this prospectus. You should
seek independent tax advice 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 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 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
certain period expires, any remaining payments, if applicable, will not be
affected by the utilization of this benefit.

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 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 certain
period expires, any remaining payments, if applicable, will not be affected by
the utilization of this benefit.

24
<PAGE> 28

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 D for examples of this market value adjustment.

ALLOCATION OF ANNUITY

When an annuity option is elected, it may be elected as a variable annuity, a
fixed annuity, or a combination of both. 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 investment options as you have
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 an annuity payout that fluctuates depending on the investment
experience of the variable funding options. The number of annuity units credited
to the Contract is determined by dividing the first monthly annuity payment
attributable to each funding option by the corresponding accumulation unit value
as of 14 days before the date annuity payments begin. An annuity unit is used to
measure the dollar value of an annuity payment. The number of annuity units (but
not their value) remains fixed during the annuity period.

DETERMINATION OF FIRST ANNUITY PAYMENT. The Contract contains tables used to
determine the first monthly annuity payment. 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 date annuity payments begin less any applicable premium taxes not
previously deducted.

The amount of the first monthly payment depends on the annuity option elected
and the annuitant's adjusted age. A formula for determining the adjusted age is
contained in the Contract. The total first monthly annuity payment is determined
by multiplying the benefit per $1,000 of value shown in the Contract tables by
the number of thousands of dollars of contract value applied to that annuity
option and factors in an assumed daily net investment factor. The Assumed Daily
Net Investment factor corresponds to an annual interest rate of 3%, used to
determine the guaranteed payout rates shown. If investment rates are higher at
the time annuitization is selected, payout rates will be higher than those
shown. The Company reserves the right to require satisfactory proof of age of
any person on whose life annuity payments are based before making the first
payment under any of the payment options.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of
all subsequent annuity payments changes from month to month based on the
investment experience of the applicable funding options. The total amount of
each annuity payment will be equal to the sum of the basic payments in each
funding option. The actual amounts of these payments are determined by
multiplying the number of annuity units credited to each funding option by the
corresponding annuity unit value as of the date 14 days before the date 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

25
<PAGE> 29

"Variable Annuity," except that the amount applied to begin the annuity will be
determined as of the date annuity payments begin. Payout rates will not be lower
than those shown in the Contract. If it would produce a larger payment, the
first fixed annuity payment will be determined using the Life Annuity Tables in
effect on the maturity date.

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.

PAYMENT 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.

During the annuitant's lifetime, if you do not elect otherwise before the
maturity date, we will pay you (or another designated payee) the first of a
series of monthly annuity payments based on the life of the annuitant, in
accordance with Annuity Option 2 (Life Annuity with 120 monthly payments
assured). For certain 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 in
accordance with the payment option that you select. You may choose to receive a
single lump-sum payment. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
annuitant must be made by you.

VARIABLE ANNUITIZATION FLOOR BENEFIT. This benefit may not be available, or may
only be available under certain annuity options, if we determine 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 Annuity 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.

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 cash surrender value (less any applicable premium taxes) may be paid
under one or more of the following annuity options. Payments under the annuity
options may be elected on a monthly, quarterly, semiannual or annual basis.
Options 1-5 below may be applied to either a Fixed or Variable Annuity. We may
offer additional options.

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

26
<PAGE> 30

selected, 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
percentage from one to four.

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 the death of that person, 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 the lifetime of the annuitant and 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 your 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

You may return the Contract for a full refund of the contract value (including
charges) within ten days after you receive it (the "right to return period").
You bear the investment risk on the purchase payment during the right to return
period; therefore, the contract value returned may be greater or less than your
purchase payment.

If the Contract is purchased as an Individual Retirement Annuity, and is
returned within the first seven days after delivery, your purchase payment will
be refunded in full; during the remainder of the right to return period, the
contract value (including charges) will be refunded.

The contract value will be determined following the close of the business day on
which we receive the Contract and a written request for a refund. Where state
law requires a longer period, or the return of purchase payments or other
variations of this provision, the Company will comply. Refer to your Contract
for any state-specific information.

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
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 cash surrender value less any applicable contract or premium tax
charges.

27
<PAGE> 31

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 report date 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 and 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.

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

Where state law permits, we may allow contract owners to transfer their contract
values into other annuities offered by us or our affiliated insurance companies
under rules then in effect.

THE SEPARATE ACCOUNTS
- --------------------------------------------------------------------------------

The Travelers Insurance Company and the Travelers Life and Annuity Company each
sponsor separate accounts: The Travelers Separate Account Five for Variable
Annuities ("Separate Account Five") and the Travelers Separate Account Six for
Variable Annuities ("Separate Account Six"), respectively. Both Separate Account
Five and Separate Account Six were established on June 8, 1998 and are
registered with the SEC as unit investment trusts (separate account) under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Separate
Account assets attributable to the Contracts will be invested exclusively in the
shares of the variable funding options.

The assets of Separate Account Five and Separate Account Six are held for the
exclusive and separate benefit of the owners of each separate account, according
to the laws of Connecticut. Income, gains and losses, whether or not realized,
from assets allocated to the Separate Account are, in accordance with the
Contracts, credited to or charged against the Separate Account without regard to
other income, gains and losses of the Company. The assets held by the Separate
Account 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 the Separate Account. 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, and 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

28
<PAGE> 32

covering the time during which the funding option has been in existence, if
less. These quotations reflect the deduction of all recurring charges during
each period (on a pro rata basis in the case of fractional periods). Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be calculated in a
similar manner based on the performance of the funding options over a period of
time, usually for the calendar year-to-date, and for the past one-, three-,
five- and ten-year periods. The withdrawal charge is not reflected because the
Contract is designed for long-term investment.

For funding options that were in existence before they became available under
the Separate Account, the nonstandardized average annual total return quotations
will reflect 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, 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.

TAX-FREE EXCHANGES: The Internal Revenue Code provides that, generally, no gain
or loss is recognized when an annuity contract is received in exchange for a
life, endowment, or annuity contract. Since different annuity contracts have
different expenses, fees and benefits, a tax-free exchange could result in your
investment becoming subject to higher or lower fees and/or expenses.

QUALIFIED ANNUITY CONTRACTS

Under a qualified annuity, since amounts paid into the contract have not yet
been taxed, the full amount of all distributions, including lump-sum withdrawals
and annuity payments, are taxed at the ordinary income tax 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. 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.

29
<PAGE> 33

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 THE 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 considered a distribution under the Code, and therefore is subject
to ordinary income tax as well as the penalty tax for premature distributions,
if applicable.

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

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

OWNERSHIP OF THE INVESTMENTS

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

30
<PAGE> 34

TAXATION OF DEATH BENEFIT PROCEEDS

Amounts may be distributed from a Contract because of the death of an owner.
Generally, such amounts are includible in the income of the recipient as
follows: (i) if distributed in a lump sum, they are taxed in the same manner as
a full surrender of the contract; or (ii) if distributed under a payment option,
they are taxed in the same way as annuity payments.

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

The Companies are both subject to the information requirements of the Securities
and Exchange Act of 1934 ("the 1934 Act"), as amended, and file reports and
other information with the Securities and Exchange Commission ("Commission").
You may read and copy this information and other information at the following
locations:

- public reference facilities of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C.

- the Commission's Regional Offices located at Seven World Trade
Center, New York, New York 10048,

- the Commission's Regional Offices located at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661.

Under the Securities Act of 1933, the Companies have each filed with the
Commission registration statements (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. Reference is hereby
made to such Registration Statement and exhibits for further information about
the Companies and the Contracts. The Registration Statement and the exhibits may
be inspected and copied as described above. Although the Companies each furnish
the Annual Reports on Form 10-K for the year ended December 31, 1999 to owners
of contracts or certificates, the Companies do 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
- --------------------------------------------------------------------------------

Each Company's latest Annual Report on Form 10-K has been filed with the
Commission. They are both incorporated by reference into this Prospectus and
copies must accompany this Prospectus.

The Forms 10-K for the fiscal year ended December 31, 1999 contain additional
information about each Company including audited financial statements for the
latest fiscal year. The Travelers Insurance Company filed its Form 10-K on March
21, 2000 via Edgar, File No. 33-33691. The Travelers Life and Annuity Company
filed its Form 10-K on March 21, 2000 via Edgar; File No. 33-58677.

If requested, the Companies will furnish, without charge, a copy of any and all
of the documents incorporated by reference, other than exhibits to those
documents (unless such exhibits are specifically incorporated by reference in
those documents). You may direct your requests to: The Travelers Insurance
Company, One Tower Square, Hartford, Connecticut 06183-8130, 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).

31
<PAGE> 35

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

THE INSURANCE COMPANIES

Please refer to the first page of the Summary of this prospectus to determine
which company issued your Contract.

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

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, the District of Columbia and Puerto Rico, and
intends to seek licensure in the remaining 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.

FINANCIAL STATEMENTS

The financial statements for each insurance company are included in the Form
10-K, which are attached to this prospectus. The financial statements for each
separate account are located in their respective Statements of Additional
Information.

IMSA

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

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 of the Contracts is CFBDS,
Inc., 21 Milk St., Boston, MA. CFBDS, Inc. is not affiliated with the Company or
the Separate Account. However, it is currently anticipated that Travelers
Distribution LLC, an affiliated broker-dealer, may become the principal
underwriter for the Contracts during the year 2000.

Up-front compensation paid to sales representatives will not exceed 7% 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.
Where a state has not approved a contract feature or funding option, it will not
be available in that state. Any paid-up annuity, cash surrender value or death
benefits that are available under the Contract are not less than the minimum
benefits required by the statutes of the state in which the Contract is
delivered. We reserve the right to make any changes, including retroactive
changes, in the Contract to the extent that the change is required to meet the
requirements of any law or regulation issued by any governmental agency to which
the Company, the Contract or the contract owner is subject.

32
<PAGE> 36

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.

CONTRACT MODIFICATION

The Company reserves the right to modify the Contract to keep it qualified under
all related law and regulations which are in effect during the term of this
Contract. We will obtain the approval of any regulatory authority needed for the
modifications.

LEGAL PROCEEDINGS AND OPINIONS

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 Companies, their authority to issue variable annuity
contracts under Connecticut law and the validity of the forms of the variable
annuity contracts under Connecticut law, have been passed on by the General
Counsel of the Companies.

THE TRAVELERS INSURANCE COMPANY

There are no pending legal proceedings affecting the Separate Account. There is
one material pending legal proceeding, other than ordinary routine litigation
incidental to business, to which the Company is a party. In March, 1997, a
purported class action entitled Patterman v. The Travelers, Inc. et al, was
commenced in the Superior Court of Richmond County, Georgia, alleging, among
other things, violation of the Georgia RICO statute and other state laws by an
affiliate of the Company, Primerica Financial Services, Inc. and certain of its
affiliates. Plaintiffs seek unspecified compensatory and punitive damages and
other relief. In October 1997, defendants answered the complaint, denied
liability and asserted numerous affirmative defenses. In February 1998, the
Superior Court of Richmond County transferred the lawsuit to the Superior Court
of Gwinnett County, Georgia. The plaintiffs appealed the transfer order, and in
December 1998 the Court of Appeals of the State of Georgia reversed the lower
court's decision. Later in December 1998, defendants petitioned the Georgia
Supreme Court to hear the appeal from the decision of the Court of Appeals,
which was granted in May 1999. In September 1999, the Georgia Supreme Court
heard oral argument on defendant's petition for an order reversing the Georgia
Court of Appeals and transferring the lawsuit from the Superior Court of
Richmond County to the Superior Court of Gwinnett County. The Georgia Supreme
Court reversed its decision, and has not yet issued its opinion. Pending appeal,
proceedings in the trial court have been stayed. Defendants intend to vigorously
contest the litigation.

THE TRAVELERS LIFE AND ANNUITY COMPANY

There are no pending material legal proceedings affecting the Separate Account,
the principal underwriter or the Company.

33
<PAGE> 37

APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES

AIR = ASSUMED INVESTMENT RATE
FC = FLOOR BENEFIT CHARGE
STANDARD = STANDARD DEATH BENEFIT
OPTIONAL = OPTIONAL DEATH BENEFIT

<TABLE>
<CAPTION>
PERIOD FROM JUNE 9, 1999* TO DECEMBER 31, 1999
STANDARD STANDARD OPTIONAL OPTIONAL
STANDARD STANDARD OPTIONAL OPTIONAL 3%AIR, 3%AIR, 3%AIR, 3%AIR,
3%AIR 5%AIR 3%AIR 5%AIR .62FC 1.1%FC .83FC 1.40%FC
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HIGH YIELD BOND TRUST (9/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 0.980 0.980 0.977 0.977 -- -- -- --
Number of units outstanding at end
of year......................... -- -- 93,082 -- -- -- -- --
MANAGED ASSETS TRUST (6/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.102 1.102 1.098 1.098 -- -- -- --
Number of units outstanding at end
of year......................... 13,609 -- 899,389 -- -- -- -- --
MONEY MARKET PORTFOLIO (9/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.032 1.032 1.028 1.028 -- -- -- --
Number of units outstanding at end
of year......................... 36,453 -- 134,132 -- -- -- -- --
AMERICAN ODYSSEY FUNDS, INC.
CORE EQUITY FUND (9/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 0.995 0.995 0.992 0.992 -- -- -- --
Number of units outstanding at end
of year......................... 21,459 -- 68,472 -- -- -- -- --
EMERGING OPPORTUNITIES FUND (9/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.465 1.465 1.460 1.460 -- -- -- --
Number of units outstanding at end
of year......................... 6,201 -- 29,981 -- -- -- -- --
GLOBAL HIGH-YIELD BOND FUND
(12/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.070 1.070 1.066 1.066 -- -- -- --
Number of units outstanding at end
of year......................... -- -- 18,317 -- -- -- -- --
INTERMEDIATE-TERM BOND FUND (8/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.005 1.005 1.002 1.002 -- -- -- --
Number of units outstanding at end
of year......................... 73,160 -- 44,935 -- -- -- -- --
INTERNATIONAL EQUITY FUND (7/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.272 1.272 1.267 1.267 -- -- -- --
Number of units outstanding at end
of year......................... 6,933 -- 91,971 -- -- -- -- --
LONG-TERM BOND FUND (9/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 0.979 0.979 0.976 0.976 -- -- -- --
Number of units outstanding at end
of year......................... 37,502 -- 49,414 -- -- -- -- --
DELAWARE GROUP PREMIUM FUND
REIT SERIES
Unit Value at beginning of year... -- -- -- -- -- -- -- --
Unit Value at end of year......... -- -- -- -- -- -- -- --
Number of units outstanding at end
of year......................... -- -- -- -- -- -- -- --
SMALL CAP VALUE SERIES (10/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 0.991 0.991 0.988 0.988 -- -- -- --
Number of units outstanding at end
of year......................... -- -- 3,413 -- -- -- -- --
</TABLE>

A-1
<PAGE> 38
APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD FROM JUNE 9, 1999* TO DECEMBER 31, 1999
STANDARD STANDARD OPTIONAL OPTIONAL
STANDARD STANDARD OPTIONAL OPTIONAL 3%AIR, 3%AIR, 3%AIR, 3%AIR,
3%AIR 5%AIR 3%AIR 5%AIR .62FC 1.1%FC .83FC 1.40%FC
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
CAPITAL APPRECIATION PORTFOLIO**
(7/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.081 1.081 1.077 1.077 -- -- -- --
Number of units outstanding at end
of year......................... 24,552 -- 320,468 -- -- -- -- --
SMALL CAP PORTFOLIO (10/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.240 1.240 1.236 1.236 -- -- -- --
Number of units outstanding at end
of year......................... -- -- 37,863 -- -- -- -- --
GREENWICH STREET SERIES FUND
EQUITY INDEX PORTFOLIO II (7/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000
Unit Value at end of year......... 1.133 1.133 1.129 1.129 1.127 1.123 1.122 1.117
Number of units outstanding at end
of year......................... 13,350 -- 317,090 -- -- -- -- --
THE MONTGOMERY FUNDS III
MONTGOMERY VARIABLE SERIES; GROWTH
FUND (10/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.208 1.208 1.204 1.204 -- -- -- --
Number of units outstanding at end
of year......................... -- -- 22,857 -- -- -- -- --
OCC ACCUMULATION TRUST
EQUITY PORTFOLIO
Unit Value at beginning of year... -- -- -- -- -- -- -- --
Unit Value at end of year......... -- -- -- -- -- -- -- --
Number of units outstanding at end
of year......................... -- -- -- -- -- -- -- --
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
CAPITAL FUND (7/98)
Unit Value at beginning of year... -- -- -- -- -- -- -- --
Unit Value at end of year......... -- -- -- -- -- -- -- --
Number of units outstanding at end
of year......................... -- -- -- -- -- -- -- --
INVESTORS FUND (10/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.088 1.088 1.084 1.084 -- -- -- --
Number of units outstanding at end
of year......................... 13,535 -- 6,020 -- -- -- -- --
TOTAL RETURN FUND
Unit Value at beginning of year... -- -- -- -- -- -- -- --
Unit Value at end of year......... -- -- -- -- -- -- -- --
Number of units outstanding at end
of year......................... -- -- -- -- -- -- -- --
STRONG VARIABLE INSURANCE FUNDS,
INC.
STRONG SCHAFER VALUE FUND II
(7/98)
Unit Value at beginning of year... -- -- -- -- -- -- -- --
Unit Value at end of year......... -- -- -- -- -- -- -- --
Number of units outstanding at end
of year......................... -- -- -- -- -- -- -- --
TRAVELERS SERIES FUND INC.
ALLIANCE GROWTH PORTFOLIO (7/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.303 1.303 1.298 1.298 -- -- -- --
Number of units outstanding at end
of year......................... 17,222 -- 226,122 -- -- -- -- --
MFS TOTAL RETURN PORTFOLIO (7/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 0.994 0.994 0.991 0.991 -- -- -- --
Number of units outstanding at end
of year......................... -- -- 114,042 -- -- -- -- --
</TABLE>

A-2
<PAGE> 39
APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD FROM JUNE 9, 1999* TO DECEMBER 31, 1999
STANDARD STANDARD OPTIONAL OPTIONAL
STANDARD STANDARD OPTIONAL OPTIONAL 3%AIR, 3%AIR, 3%AIR, 3%AIR,
3%AIR 5%AIR 3%AIR 5%AIR .62FC 1.1%FC .83FC 1.40%FC
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<->TRAVELERS SERIES FUND
INC. (CONT.)
PUTNAM DIVERSIFIED INCOME
PORTFOLIO ()
Unit Value at beginning of year... -- -- -- -- -- -- -- --
Unit Value at end of year......... -- -- -- -- -- -- -- --
Number of units outstanding at end
of year......................... -- -- -- -- -- -- -- --
SMITH BARNEY HIGH INCOME PORTFOLIO
(8/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.007 1.007 1.004 1.004 -- -- -- --
Number of units outstanding at end
of year......................... 20,231 -- -- -- -- -- -- --
SMITH BARNEY INTERNATIONAL EQUITY
PORTFOLIO (12/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.569 1.569 1.563 1.563 -- -- -- --
Number of units outstanding at end
of year......................... -- -- 53,669 -- -- -- -- --
SMITH BARNEY LARGE CAPITALIZATION
GROWTH PORTFOLIO (10/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.132 1.132 1.128 1.128 -- -- -- --
Number of units outstanding at end
of year......................... -- -- 77,927 -- -- -- -- --
THE TRAVELERS SERIES TRUST
DISCIPLINED MID CAP STOCK
PORTFOLIO (8/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.132 1.132 1.129 1.129 -- -- -- --
Number of units outstanding at end
of year......................... 4,950 -- 13,503 -- -- -- -- --
DISCIPLINED SMALL CAP STOCK
PORTFOLIO ()
Unit Value at beginning of year... -- -- -- -- -- -- -- --
Unit Value at end of year......... -- -- -- -- -- -- -- --
umber of units outstanding at end
of year......................... -- -- -- -- -- -- -- --
EQUITY INCOME PORTFOLIO (7/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.021 1.021 1.017 1.017 -- -- -- --
Number of units outstanding at end
of year......................... 12,381 -- 255,091 -- -- -- -- --
FEDERATED STOCK PORTFOLIO ()
Unit Value at beginning of year... -- -- -- -- -- -- -- --
Unit Value at end of year......... -- -- -- -- -- -- -- --
Number of units outstanding at end
of year......................... -- -- -- -- -- -- -- --
LARGE CAP PORTFOLIO (7/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.224 1.224 1.219 1.219 -- -- -- --
Number of units outstanding at end
of year......................... 12,719 -- 89,328 -- -- -- -- --
LAZARD INTERNATIONAL STOCK
PORTFOLIO (8/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.194 1.194 1.190 1.190 -- -- -- --
Number of units outstanding at end
of year......................... 4,591 -- -- -- -- -- -- --
MFS MID CAP GROWTH PORTFOLIO
(10/99)
Unit Value at beginning of year... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year......... 1.603 1.603 1.598 1.598 -- -- -- --
Number of units outstanding at end
of year......................... -- -- 91,838 -- -- -- -- --
MFS RESEARCH PORTFOLIO ()
Unit Value at beginning of year... -- -- -- -- -- -- -- --
Unit Value at end of year......... -- -- -- -- -- -- -- --
Number of units outstanding at end
of year......................... -- -- -- -- -- -- -- --
</TABLE>

A-3
<PAGE> 40
APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES (CONTINUED)

The date next to each funding option's name reflects the date money first came
into the funding option through the Separate Account. The financial statements
for Separate Account Five and the consolidated financial statements for The
Travelers Insurance Company and subsidiaries are contained in the SAI. Those
funding options not listed above were not available as of December 31, 1999.
* Date money first came into the Separate Account.
** Formerly Capital Appreciation Portfolio

A-4
<PAGE> 41

APPENDIX B
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

AIR = ASSUMED INVESTMENT RATE
FC = FLOOR BENEFIT CHARGE
STANDARD = STANDARD DEATH BENEFIT
OPTIONAL = OPTIONAL DEATH BENEFIT

<TABLE>
<CAPTION>
PERIOD FROM MARCH 22* TO DECEMBER 31, 1999
STANDARD STANDARD OPTIONAL OPTIONAL
STANDARD STANDARD OPTIONAL OPTIONAL 3%AIR, 3%AIR, 3%AIR, 3%AIR,
3%AIR 5%AIR 3%AIR 5%AIR .62FC 1.1%FC .83%FC 1.40%FC
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HIGH YIELD BOND TRUST (5/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 0.980 0.980 0.977 0.977 -- -- -- --
Number of units outstanding at
end of year.................... 92,789 -- 879,832 -- -- -- -- --
MANAGED ASSETS TRUST (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.102 1.102 1.098 1.098 -- -- -- --
Number of units outstanding at
end of year.................... 232,345 -- 5,360,035 -- -- -- -- --
MONEY MARKET PORTFOLIO (4/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.032 1.032 1.028 1.028 -- -- -- --
Number of units outstanding at
end of year.................... 239,890 -- 5,359,933 -- -- -- -- --
AMERICAN ODYSSEY FUNDS, INC.
CORE EQUITY FUND (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 0.995 0.995 0.992 0.992 -- -- -- --
Number of units outstanding at
end of year.................... 228,230 -- 5,697,520 -- -- -- -- --
EMERGING OPPORTUNITIES FUND
(3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.465 1.465 1.460 1.460 -- -- -- --
Number of units outstanding at
end of year.................... 113,574 -- 2,542,636 -- -- -- -- --
GLOBAL HIGH-YIELD BOND FUND
(3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.070 1.070 1.066 1.066 -- -- -- --
Number of units outstanding at
end of year.................... 48,457 -- 1,363,227 -- -- -- -- --
INTERMEDIATE-TERM BOND FUND
(3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.005 1.005 1.002 1.002 -- -- -- --
Number of units outstanding at
end of year.................... 187,387 -- 2,889,162 -- -- -- -- --
INTERNATIONAL EQUITY FUND (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.272 1.272 1.267 1.267 -- -- -- --
Number of units outstanding at
end of year.................... 90,221 -- 3,413,512 -- -- -- -- --
LONG-TERM BOND FUND (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 0.979 0.979 0.976 0.976 -- -- -- --
Number of units outstanding at
end of year.................... 139,623 -- 3,629,750 -- -- -- -- --
DELAWARE GROUP PREMIUM FUND
REIT SERIES (7/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 0.937 0.937 0.935 0.935 -- -- -- --
Number of units outstanding at
end of year.................... -- -- 22,639 -- -- -- -- --
SMALL CAP VALUE SERIES (4/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 0.991 0.991 0.988 0.988 -- -- -- --
Number of units outstanding at
end of year.................... -- -- 184,589 -- -- -- -- --
</TABLE>

B-1
<PAGE> 42
APPENDIX B
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD FROM MARCH 22* TO DECEMBER 31, 1999
STANDARD STANDARD OPTIONAL OPTIONAL
STANDARD STANDARD OPTIONAL OPTIONAL 3%AIR, 3%AIR, 3%AIR, 3%AIR,
3%AIR 5%AIR 3%AIR 5%AIR .62FC 1.1%FC .83%FC 1.40%FC
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
CAPITAL APPRECIATION PORTFOLIO**
(3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.081 1.081 1.077 1.077 -- -- -- --
Number of units outstanding at
end of year.................... 244,529 -- 2,447,252 -- -- -- -- --
SMALL CAP PORTFOLIO (4/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.240 1.240 1.236 1.236 -- -- -- --
Number of units outstanding at
end of year.................... 45,091 -- 1,060,068 -- -- -- -- --
GREENWICH STREET SERIES FUND
EQUITY INDEX PORTFOLIO II (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000
Unit Value at end of year........ 1.133 1.133 1.129 1.129 1.127 1.123 1.122 1.117
Number of units outstanding at
end of year.................... 207,054 -- 5,953,238 -- -- -- -- --
THE MONTGOMERY FUNDS III
MONTGOMERY VARIABLE SERIES;
GROWTH FUND (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.208 1.208 1.204 1.204 -- -- -- --
Number of units outstanding at
end of year.................... 16,056 -- 573,739 -- -- -- -- --
OCC ACCUMULATION TRUST
EQUITY PORTFOLIO (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 0.930 0.930 0.927 0.927 -- -- -- --
Number of units outstanding at
end of year.................... -- -- 150,291 -- -- -- -- --
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
CAPITAL FUND (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.222 1.222 1.218 1.218 -- -- -- --
Number of units outstanding at
end of year.................... 13,279 -- 1,398,956 -- -- -- -- --
INVESTORS FUND (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.088 1.088 1.084 1.084 -- -- -- --
Number of units outstanding at
end of year.................... 5,119 -- 665,635 -- -- -- -- --
TOTAL RETURN FUND (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.002 1.002 0.998 0.998 -- -- -- --
Number of units outstanding at
end of year.................... -- -- 163,763 -- -- -- -- --
STRONG VARIABLE INSURANCE FUNDS,
INC.
STRONG SCHAFER VALUE FUND II
(7/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 0.877 0.877 0.875 0.875 -- -- -- --
Number of units outstanding at
end of year.................... 6,351 -- 114,839 -- -- -- -- --
TRAVELERS SERIES FUND INC.
ALLIANCE GROWTH PORTFOLIO (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.303 1.303 1.298 1.298 -- -- -- --
Number of units outstanding at
end of year.................... 274,568 -- 4,867,877 -- -- -- -- --
MFS TOTAL RETURN PORTFOLIO (4/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 0.994 0.994 0.991 0.991 -- -- -- --
Number of units outstanding at
end of year.................... 56,338 -- 822,665 -- -- -- -- --
</TABLE>

B-2
<PAGE> 43
APPENDIX B
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD FROM MARCH 22* TO DECEMBER 31, 1999
STANDARD STANDARD OPTIONAL OPTIONAL
STANDARD STANDARD OPTIONAL OPTIONAL 3%AIR, 3%AIR, 3%AIR, 3%AIR,
3%AIR 5%AIR 3%AIR 5%AIR .62FC 1.1%FC .83%FC 1.40%FC
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TRAVELERS SERIES FUND INC. (CONT.)
PUTNAM DIVERSIFIED INCOME
PORTFOLIO (6/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.010 1.010 1.007 1.007 -- -- -- --
Number of units outstanding at
end of year.................... -- -- 188,752 -- -- -- -- --
SMITH BARNEY HIGH INCOME
PORTFOLIO (5/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.007 1.007 1.004 1.004 -- -- -- --
Number of units outstanding at
end of year.................... -- -- 174,517 -- -- -- -- --
SMITH BARNEY INTERNATIONAL EQUITY
PORTFOLIO (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.569 1.569 1.563 1.563 -- -- -- --
Number of units outstanding at
end of year.................... 33,821 -- 942,437 -- -- -- -- --
SMITH BARNEY LARGE CAPITALIZATION
GROWTH PORTFOLIO (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.132 1.32 1.128 1.128 -- -- -- --
Number of units outstanding at
end of year.................... 100,647 -- 2,808,440 -- -- -- -- --
THE TRAVELERS SERIES TRUST
DISCIPLINED MID CAP STOCK
PORTFOLIO (6/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.132 1.132 1.129 1.129 -- -- -- --
Number of units outstanding at
end of year.................... -- -- 131,236 -- -- -- -- --
DISCIPLINED SMALL CAP STOCK
PORTFOLIO (5/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.150 1.150 1.147 1.147 -- -- -- --
Number of units outstanding at
end of year.................... -- -- 41,709 -- -- -- -- --
EQUITY INCOME PORTFOLIO (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.021 1.021 1.017 1.017 -- -- -- --
Number of units outstanding at
end of year.................... 216,322 -- 2,462,986 -- -- -- -- --
FEDERATED STOCK PORTFOLIO (4/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 0.965 0.965 0.962 0.962 -- -- -- --
Number of units outstanding at
end of year.................... -- -- 342,000 -- -- -- -- --
LARGE CAP PORTFOLIO (3/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.224 1.224 1.219 1.219 -- -- -- --
Number of units outstanding at
end of year.................... 247,021 -- 2,827,437 -- -- -- -- --
LAZARD INTERNATIONAL STOCK
PORTFOLIO (4/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.194 1.194 1.190 1.190 -- -- -- --
Number of units outstanding at
end of year.................... 13,922 -- 118,109 -- -- -- -- --
MFS MID CAP GROWTH PORTFOLIO
(5/99)
Unit Value at beginning of
year........................... 1.000 1.000 1.000 1.000 -- -- -- --
Unit Value at end of year........ 1.603 1.603 1.598 1.598 -- -- -- --
Number of units outstanding at
end of year.................... 22,378 -- 519,757 -- -- -- -- --
</TABLE>

B-3
<PAGE> 44

APPENDIX B
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES (CONTINUED)

The date next to each funding option's name reflects the date money first came
into the funding option through the Separate Account. The financial statements
for Separate Account Six and the financial statements for The Travelers Life and
Annuity Company are contained in the SAI. Those funding options not listed above
were not available as of December 31, 1999.
* Date money first came into Separate Account
** Formerly Capital Appreciation Portfolio

B-4
<PAGE> 45

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

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 before the maturity date, the annuitant
begins confinement in an Eligible Nursing Home, 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) provides care 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 after the 90-day qualifying period, or within sixty
days after such confinement ends.

The maximum withdrawal amount for which we will waive the 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 before confinement in
an Eligible Nursing Home begins, less any 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 tax
impact of any withdrawals taken from your contract.

C-1
<PAGE> 46

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

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.

D-1
<PAGE> 47

APPENDIX E
- --------------------------------------------------------------------------------

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 or The
Travelers Life and Annuity 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, 2000 are
available without charge. To request a copy, please complete the coupon found
below and mail it to: The Travelers Insurance Company, Annuity Services, One
Tower Square, Hartford, Connecticut, 06183-8130. The Travelers Insurance Company
Statement of Information is printed on Form L-21256S, and The Travelers Life and
Annuity Company Statement of Information is printed on Form L-21257S.

Name:
- ------------------------------------------------

Address:
- ------------------------------------------------

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

E-1
<PAGE> 48

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 49

L-21256 TIC Ed. 5-2000
Printed in U.S.A.
<PAGE> 50

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 et seq 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.

C.G.S. Section 33-778 provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

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> 51

Item 16. Exhibits

<TABLE>
<CAPTION>
(a) Exhibits
<S> <C> <C>

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
J. Eric Daniels, George C. Kokulis, Katherine M. Sullivan and Glenn Lammey.
</TABLE>

<PAGE> 52

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> 53

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 3, 2000.

THE TRAVELERS LIFE AND ANNUITY COMPANY
(Registrant)

By:*GLENN D. LAMMEY
-----------------------------------------
Glenn D. Lammey, 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 3, 2000.

*J. ERIC DANIELS Director, Chairman of the Board,
- ------------------------- President and Chief Executive Officer
(J. Eric Daniels) (Principal Executive Officer

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

*KATHERINE M. SULLIVAN Director
- -------------------------
(Katherine M. Sullivan)

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

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

<PAGE> 54

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 Kathleen A. Electronically
McGah as signatory for J. Eric Daniels, George C. Kokulis,
Katherine M. Sullivan and Glenn Lammey.
</TABLE>

<PAGE> 1

Exhibit 23(a)

Consent of Independent Certified Public Accounts

Board of Directors
The Travelers Life and Annuity Company

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

/s/KPMG LLP
Hartford, Connecticut
March 31, 2000

<PAGE> 1

Exhibit 24(b)

FIXED ACCOUNT ANNUITIZATION OPTION

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, J. ERIC DANIELS of Farmington, Connecticut, Director, Chairman of
the Board, President and Chief Executive Officer 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 31st day of March
2000.

/s/J. Eric Daniels
Director, Chairman of the Board, President
and Chief Executive Officer
The Travelers Life and Annuity Company

<PAGE> 2

FIXED ACCOUNT ANNUITIZATION OPTION

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, GEORGE C. KOKULIS of Simsbury, Connecticut, Director and
Executive Vice President 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 31st day of March
2000.

/s/George C. Kokulis
Director, Executive Vice President
The Travelers Life and Annuity Company

<PAGE> 3

FIXED ACCOUNT ANNUITIZATION OPTION

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, KATHERINE M. SULLIVAN of Longmeadow, Massachusetts, a Director 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 31st day of March
2000.

/s/Katherine M. Sullivan
Director
The Travelers Life and Annuity Company

<PAGE> 4

FIXED ACCOUNT ANNUITIZATION OPTION

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, GLENN D. LAMMEY of Simsbury, Connecticut, 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 31st day of March
2000.

/s/Glenn D. Lammey
Chief Financial Officer,
Chief Accounting Officer and Controller
The Travelers Life and Annuity Company