TRAVELERS LIFE & ANNUITY CO, S-2, 2000-07-13

TRAVELERS LIFE & ANNUITY CO
S-2, 2000-07-13

Previous: MATTSON TECHNOLOGY INC, PREM14A, 2000-07-13

Next: TRAVELERS LIFE & ANNUITY CO, S-2, EX-5, 2000-07-13

<PAGE> 1
Registration Statement No. ___________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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: 06-0904249
----------

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
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 annuities
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

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

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Proposed Maximum
Securities To Be Amount To Be Proposed Maximum Aggregate Offering Amount of
Registered Registered Offering Price Per Unit Price Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Modified Guaranteed
Annuity Contracts Not Applicable Not Applicable 250,000,000 $66,000.00
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE> 3

PART I

INFORMATION REQUIRED IN PROSPECTUS

THE TRAVELERS LIFE AND ANNUITY COMPANY

Cross Reference Sheet Pursuant to Regulation S-K, Item 501(b)
-------------------------------------------------------------
<TABLE>
<CAPTION>

Item
No. Form S-2 Caption Heading in Prospectus
---- ----------------- ---------------------
<S> <C> <C>
1. Forepart of the Registration Outside Front Cover Page of Registration
Statement and Outside Front Statement and Prospectus
Cover Page of Prospectus

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

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

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 Contracts

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

10. Interests of Named Experts Not Applicable
and Counsel

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

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

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

<PAGE> 4

TTM

TRAVELERS TARGET MATURITY

TTM, Travelers Target Maturity, is a deferred annuity Contract ("Contract")
which provides a guaranteed fixed rate of return for your investment if you do
not surrender your Contract before the Guarantee Period ends. Generally, if you
do surrender your Contract before the Guarantee Period ends, your Contract Value
paid to you will be subject to a market value adjustment and surrender charges.

This prospectus explains:

- the Contract (single purchase payment)

- Travelers Life and Annuity Company and Separate Account MGA II

- the Guarantee Periods and Interest Rates

- Surrenders

- Surrender Charges

- Market Value Adjustment

- Death Benefit

- Annuity Payments

- other aspects of the Contract

The Travelers Life and Annuity Company, One Tower Square, Hartford, Connecticut
06183, is the issuer of the Contracts; CFBDS Inc., 22 Milk St., Boston, MA, is
the principal underwriter and distributor of the Contracts.

THIS PROSPECTUS IS ACCOMPANIED BY A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE PERIOD ENDED DECEMBER 31, 1999 AND THE QUARTERLY REPORT ON FORM
10-Q FOR THE PERIOD ENDED MARCH 31, 2000.

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

MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS 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 JULY 24, 2000.
<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<S> <C>
Special Terms............................................... Special Terms-1
Prospectus Summary.......................................... Summary-1
The Company................................................. 1
IMSA........................................................ 1
The Contracts............................................... 1
Application and Purchase Payment.......................... 1
Right to Cancel........................................... 1
Guarantee Periods........................................... 2
Establishment of Guaranteed Interest Rates.................. 3
Surrenders.................................................. 3
General................................................... 3
Surrender Charge.......................................... 3
Special Surrenders........................................ 4
Market Value Adjustment................................... 4
Waiver of Surrender Charge................................ 4
Guarantee Period Exchange Option.......................... 5
Premium Taxes............................................. 5
Death Benefit............................................... 5
Annuity Period.............................................. 7
Election of Annuity Commencement Date and Form of
Annuity................................................ 7
Change of Annuity Commencement Date or Annuity Option..... 7
Annuity Options........................................... 8
Annuity Payment........................................... 9
Death of Annuitant After Annuity Commencement Date........ 9
Investments by the Company.................................. 9
Amendment of the Contracts.................................. 9
Assignment of the Contracts................................. 9
Distribution of the Contracts............................... 10
Federal Tax Considerations.................................. 10
General................................................... 10
Section 403(b) Plans and Arrangements..................... 10
Qualified Pension and Profit-Sharing Plans................ 11
Individual Retirement Annuities........................... 11
Roth IRAs................................................. 11
Section 457 Plans......................................... 12
Nonqualified Annuities.................................... 12
Taxation of Death Benefit Proceeds........................ 13
Federal Income Tax Withholding............................ 13
Tax Advice................................................ 14
Available Information....................................... 14
Incorporation of Certain Documents by Reference............. 15
Legal Opinion............................................... 15
Experts..................................................... 15
Appendix A.................................................. A-1
Appendix B.................................................. B-1
Financial Statements
</TABLE>
<PAGE> 6

SPECIAL TERMS
--------------------------------------------------------------------------------

In this Prospectus the following special terms have the indicated meanings:

ACCOUNT VALUE -- The Purchase Payment plus all interest earned, minus all
surrenders, surrender charges and applicable premium tax previously deducted.

ANNUITANT -- The person upon whose life the Contract is issued.

ANNUITY COMMENCEMENT DATE -- The date on which annuity payments are to start.
The date may be designated in the Contract or elected by the Owner.

BENEFICIARY -- The person entitled to receive benefits under the Contract in
case of the death of the Annuitant or the Owner, or joint Owner, as applicable.

CASH SURRENDER VALUE -- The Cash Value less surrender charges and any applicable
premium tax.

CASH VALUE -- The Account Value at the end of a Guarantee Period or the Market
Adjusted Value before the end of a Guarantee Period.

COMPANY (WE, US, OUR) -- The Travelers Life and Annuity Company.

CONTINGENT ANNUITANT -- The person named prior to the Contract Date by the Owner
who, upon the Annuitant's death (prior to the Annuity Commencement Date) becomes
the Annuitant. All rights and benefits provided by the Contract then continue to
be in effect. Applicable to nonqualified Contracts only.

CONTRACT -- For a group Contract, the certificate evidencing a participating
interest in the group annuity Contract. Any reference in this Prospectus to
Contract includes the underlying group annuity Contract. For an individual
Contract, the individual annuity Contract.

CONTRACT DATE -- The effective date of participation under the group annuity
Contract as designated in the certificate, or the date of issue of an individual
annuity Contract.

CONTRACT YEAR -- A continuous twelve-month period beginning on the Contract Date
and each anniversary thereof.

GUARANTEE PERIOD -- The period for which either an initial or subsequent
Guaranteed Interest Rate is credited.

GUARANTEED INTEREST RATE -- The annual effective interest rate credited during
the Guarantee Period.

HOME OFFICE -- The principal executive offices of The Travelers Life and Annuity
Company located at One Tower Square, Hartford, Connecticut 06183 (Attention:
Annuity Services).

MARKET VALUE ADJUSTMENT -- The Market Value Adjustment reflects the
relationship, at the time of surrender, between the then-current Guaranteed
Interest Rate for a Guarantee Period equal to the duration left in your
Guarantee Period, and the Guaranteed Interest Rate that applies to your
Contract.

MATURITY VALUE -- The accumulated value of a Purchase Payment at the Guaranteed
Interest Rate at the end of the Guarantee Period selected, minus all surrenders,
surrender charges and premium taxes previously deducted.

OWNER (YOU, YOURS) -- For an individual Contract, the person or entity to whom
the individual Contract is issued. Joint Owners, who share in ownership rights
and any benefits or payments, may be named in nonqualified Contracts. For a
group Contract, the person or entity to whom the certificate under a group
annuity Contract is issued.

PURCHASE PAYMENT -- The premium payment applied to the Contract less premium
taxes if applicable.

Special Terms-1
<PAGE> 7

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 8

PROSPECTUS SUMMARY
--------------------------------------------------------------------------------

The Travelers Life and Annuity Company (the "Company"), an indirect wholly owned
subsidiary of Citigroup Inc., is offering single purchase payment modified
guaranteed annuity contracts to eligible individuals. Modified Guaranteed
Annuities offer a guaranteed fixed rate of return on your principal investment
if you do not surrender your Contract before the Guarantee Period ends. If you
do surrender your Contract before the end of the Guarantee Period, generally
your Cash Value is subject to a Market Value Adjustment and Surrender Charge.

You may select an initial Guarantee Period from those available from the
Company. Currently, we offer Guarantee Periods up to ten years. Interest on the
Purchase Payment is credited on a daily basis and so compounded in the
Guaranteed Interest Rate. (See "Guarantee Periods" and "Establishment of
Guaranteed Interest Rates".)

At the end of each Guarantee Period, a subsequent Guarantee Period of one year
will automatically begin unless you elect another duration within thirty days
before the Guarantee Period ends.

You may surrender your Contract, but the Cash Value may be subject to a
Surrender Charge and/or a Market Value Adjustment. A full or partial surrender
made prior to the end of a Guarantee Period will be subject to a Market Value
Adjustment. The surrender charge will be deducted from any surrender made before
the end of the seventh Contract Year. The surrender charge is 7% of the Account
Value in Contract Year 1, 6% in Contract Year 2, 5% in Contract Year 3, 4% in
Contract Year 4, 3% in Contract Year 5, 2% in Contract Year 6 and 1% in Contract
Year 7.

There is no surrender charge for full or partial surrenders: (1) at the end of
an initial Guarantee Period of at least three years, or (2) at the end of any
other Guarantee Period if the other surrender occurs on or after the fifth
Contract Year. We may waive surrender charges in certain instances. (See
"Surrenders -- Waiver of Surrender Charge".)

There is no Market Value Adjustment if you surrender at the end of a guarantee
period. Any such surrender request must be in writing and received by us within
30 days before the Guarantee Period ends. You may request any interest that has
been credited during the prior Contract Year. No surrender charge or Market
Value Adjustment will be imposed on such interest payments; however, all
applicable premium taxes will be deducted. Any such surrender may also be
subject to federal and state taxes. (See "Surrenders" and "Federal Tax
Considerations".)

The Market Value Adjustment reflects the relationship between the current
Guaranteed Interest Rate for the time left in the Guarantee Period at surrender
and the Guaranteed Interest Rate that applies to your Contract. The Market Value
Adjustment amount primarily depends on the interest rates the Company receives
on its investments when the current Guaranteed Interest Rates are established.
The Market Value Adjustment is sensitive, therefore, to changes in interest
rates. It is possible that the amount you receive upon surrender may be less
than your original Purchase Payment if interest rates increase. It is also
possible that if interest rates decrease, the amount you receive upon surrender
may be more than your original Purchase Payment plus accrued interest.

On the Annuity Commencement Date specified by you, the Company will make either
a lump-sum payment or start to pay a series of payments based on the Annuity
Options you select. (See "Annuity Period".)

The Contract provides for a death benefit which is the Account Value on the date
we receive written notification of death. If the Annuitant dies before the
Annuity Commencement Date with no designated Contingent Annuitant surviving, or
if the Owner dies before the Annuity Commencement Date with the Annuitant
surviving, we will pay the death benefit to the

Summary-1
<PAGE> 9

Beneficiary. We calculate the death benefit as of the date the Home Office
receives written notification of due proof of death. (See "Death Benefit".)

We will deduct any applicable premium taxes from the Cash Value either upon
death, surrender, annuitization, or at the time the Purchase Payment is made to
the Contract. (See "Surrenders -- Premium Taxes".)

Summary-2
<PAGE> 10

THE COMPANY
--------------------------------------------------------------------------------

The Travelers Life and Annuity Company (the "Company") is a stock insurance
company chartered in 1973 in the state of Connecticut and has been continuously
engaged in the insurance business since that time. The Company is licensed to
conduct life insurance business in a majority of the states of the United
States, Puerto Rico and the District of Columbia, 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.

IMSA
--------------------------------------------------------------------------------

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

THE CONTRACTS
--------------------------------------------------------------------------------

APPLICATION AND PURCHASE PAYMENT

For the Company to issue a Contract to you, you must:

- Complete an application or an order to purchase,

- Include your minimum Purchase Payment of at least $5,000 and

- Submit both to our Home Office for approval.

The Company may:

- Accept Purchase Payments up to $1 million without prior approval.

- Contact you or your agent if the application or order form is not
properly completed.

- Return your entire application or order form and Purchase Payment if
not properly completed.

RIGHT TO CANCEL

You may return your Contract to us at our Home Office within 10 days of your
original Purchase Payment in most states. Refer to your Contract for any
state-specific information.

1
<PAGE> 11

GUARANTEE PERIODS
--------------------------------------------------------------------------------

You will select the duration of the Guarantee Period and corresponding
Guaranteed Interest Rate. Your Purchase Payment will earn interest at the
Guaranteed Interest Rate during the entire Guarantee Period. All interest earned
will be credited daily; this compounding effect is reflected in the Guaranteed
Interest Rate.

EXAMPLE OF COMPOUNDING AT THE GUARANTEED INTEREST RATE

Beginning Account Value: $50,000
Guarantee Period: 5 years
Guaranteed Interest Rate: 5.50% Annual Effective Rate

<TABLE>
<CAPTION>
END OF CONTRACT YEAR
--------------------------------------------------------------
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Beginning Account Value $50,000.00
X (1 + Guaranteed Interest Rate) 1.055
----------
$52,750.00
==========
Account Value at end of Contract Year 1 $52,750.00
X (1 + Guaranteed Interest Rate) 1.055
----------
$55,651.25
==========
Account Value at end of Contract Year 2 $55,651.25
X (1 + Guaranteed Interest Rate) 1.055
----------
$58,712.07
==========
Account Value at end of Contract Year 3 $58,712.07
X (1 + Guaranteed Interest Rate) 1.055
----------
$61,941.23
==========
Account Value at end of Contract Year 4 $61,941.23
X (1 + Guaranteed Interest Rate) 1.055
----------
$65,348.00
==========
Account Value at end of Guarantee Period (i.e. Maturity Value) $65,348.00
==========
</TABLE>

Total Interest Credited in Guarantee Period -- $65,348.00 - 50,000.00 =
$15,348.00

Account Value at end of Guarantee Period -- $50,000.00 + 15,348.00 = $65,348.00

THE ABOVE EXAMPLE ASSUMES NO SURRENDERS, DEDUCTIONS FOR PREMIUM TAXES, OR
PRE-AUTHORIZED PAYMENT OF INTEREST DURING THE ENTIRE FIVE-YEAR PERIOD. A MARKET
VALUE ADJUSTMENT OR SURRENDER CHARGE MAY APPLY TO ANY SUCH INTERIM SURRENDER
(SEE "SURRENDERS"). THE HYPOTHETICAL GUARANTEED INTEREST RATES ARE ILLUSTRATIVE
ONLY AND ARE NOT INTENDED TO PREDICT FUTURE GUARANTEED INTEREST RATES TO BE
DECLARED UNDER THE CONTRACT. ACTUAL GUARANTEED INTEREST RATES DECLARED FOR ANY
GIVEN TIME MAY BE MORE OR LESS THAN THOSE SHOWN.

We will notify you about subsequent Guarantee Periods near the end of your
current Guarantee Period. At the end of a Guarantee Period:

- You may elect a subsequent Guarantee Period by telephone or in
writing.

- Your Account Value will be transferred to the new Guarantee Period at
the Guaranteed Interest Rate offered at that time.

- If you do not make any election, we will automatically transfer the
Account Values into a 1-year Guarantee Period, which you may transfer
out of into a new Guarantee Period with no transfer, surrender or
Market Value Adjustment charge.

2
<PAGE> 12

ESTABLISHMENT OF GUARANTEED INTEREST RATES
--------------------------------------------------------------------------------

When you purchase your Contract, you will know the Guaranteed Interest Rate for
the Guarantee Period you choose. We will send you a confirmation showing the
amount of your Purchase Payment and the applicable Guaranteed Interest Rate.
After the end of each calendar year, we will send you a statement that will
show:

- your Account Value as of the end of the preceding year;

- all transactions regarding your Contract during the year;

- your Account Value at the end of the current year;

- the Guaranteed Interest Rate being credited to your Contract.

The Company has no specific formula for determining Guaranteed Interest Rates in
the future. The Guaranteed Interest Rates will be declared from time to time as
market conditions dictate. (See "Investments by the Company".) In addition, the
Company may also consider various other factors in determining Guaranteed
Interest Rates for a given period, including regulatory and tax requirements,
sales commissions, administrative expenses, general economic trends and
competitive factors.

THE COMPANY WILL MAKE THE FINAL DETERMINATION AS TO GUARANTEED INTEREST RATES TO
BE DECLARED. WE CANNOT PREDICT NOR CAN WE GUARANTEE FUTURE GUARANTEED INTEREST
RATES.

SURRENDERS
--------------------------------------------------------------------------------

GENERAL

You may make a full or partial surrender at any time, subject to surrender
charges described below. In the case of all surrenders, the Cash Value and
Maturity Value will be reduced.

Upon request, we will inform you of the amount payable upon a full or partial
surrender. Any full, partial or special surrender may be subject to tax. (See
"Federal Tax Considerations".)

We may defer payment of any surrender up to six months from the date we receive
your notice of surrender or the period permitted by state insurance law, if
less. If we defer payment for more than 30 days, we will pay interest of at
least 3.5% per annum on the amount deferred.

Participants in Section 403(b) tax-deferred annuity plans may not make
surrenders from certain amounts before the earliest of age 59 1/2, separation
from service, death, disability or hardship. (See "Federal Tax
Considerations -- Section 403(b) Plans and Arrangements".)

SURRENDER CHARGE

There are no front end sales charges. A surrender charge may be assessed on
surrenders made before the end of the seventh Contract Year. The surrender
charge is computed as a percentage of the Cash Value being surrendered.

<TABLE>
<CAPTION>
CONTRACT YEAR CHARGE AS A PERCENTAGE OF
IN WHICH SURRENDER IS MADE CASH VALUE
---------------------------------------------------------------
<S> <C>
1 7%
2 6%
3 5%
4 4%
5 3%
6 2%
7 1%
Thereafter 0%
</TABLE>

3
<PAGE> 13

SPECIAL SURRENDERS

No surrender charge or Market Value Adjustment will apply for full or partial
surrenders taken: (1) at the end of an Initial Guarantee Period of at least
three years in duration; or (2) at the end of any other Guarantee Period if the
surrender occurs on or after the fifth Contract Year. However, Guarantee Periods
initiated through the Guaranteed Period Exchange Option will be subject to the
surrender charges based on the original Contract Date. (See "Guarantee Period
Exchange Option".)

We will not assess a surrender charge if your Account Value is applied to elect
an annuity option on the Annuity Commencement Date (except if the Fifth Option
is elected within the First Contract Year). A Market Value Adjustment will be
applied if the Annuity Commencement Date is not at the end of a Guarantee
Period. To elect an annuity option, you must notify us at least 30 days before
your Annuity Commencement Date.

In addition, we will send you any interest that has been credited during the
prior Contract Year if you so request in writing. No surrender charge or Market
Value Adjustment will be imposed on such interest payments. Any such surrender
may, however, be subject to federal or state taxes.

MARKET VALUE ADJUSTMENT

The amount payable on a full or partial surrender made before the end of any
Guarantee Period may be adjusted up or down by the Market Value Adjustment.

The Market Value Adjustment is the relationship between the then-current
Guaranteed Interest Rate for a Guarantee Period equal to the time left in your
Guarantee Period, and the Guaranteed Interest Rate that applies to your
Contract.

Generally, if your Guaranteed Interest Rate is lower than the applicable current
Guaranteed Interest Rate, then the Market Value Adjustment will result in a
lower payment upon surrender. Conversely, if your Guaranteed Interest Rate is
higher than the applicable current Guaranteed Interest Rate, the Market Value
Adjustment will result in a higher payment upon surrender.

The Market Value Adjustment amount primarily depends on the level of interest
rates on the Company's investments when the current Guaranteed Interest Rates
are established. The Market Adjusted Value is sensitive, therefore, to changes
in current interest rates. It is possible that the amount you receive upon
surrender would be less than the original Purchase Payment if interest rates
increase. It is also possible that if interest rates decrease, the amount you
receive upon surrender may be more than the original Purchase Payment plus
accrued interest.

The formula for calculating the Market Value Adjustment is shown in Appendix B,
which also contains an additional illustration of the application of the Market
Value Adjustment.

WAIVER OF SURRENDER CHARGE

The surrender charge may be waived if:

(a) distributions are applied to any one of the annuity options (except if
the Fifth Option is elected within the first Contract Year);

(b) you become disabled (as defined by the Internal Revenue Code ("Code")
Section 72(m)(7)) after purchasing the Contract;

(d) as a participant under a tax-deferred annuity plan (Section 403(b)
plan), you retire after age 55 and the Contract has been in force for
at least five years, provided that the payment is made directly to the
Owner;

4
<PAGE> 14

(e) as Owner of an IRA, you reach age 70 1/2, and the Contract has been in
force for at least five years;

(f) as a participant under a qualified pension or profit sharing plan,
including a 401(k) plan, you retire at or after age 59 1/2 and the
Contract has been in force for at least five years, or if refunds are
made under any such plan to satisfy the anti-discrimination test;

(g) as a participant under a Section 457 deferred compensation plan, you
retire and the Contract has been in force for at least five years, or
if a financial hardship or disability withdrawal as defined by the Code
has been allowed by the plan administrator.

GUARANTEE PERIOD EXCHANGE OPTION

Once each Contract Year after the first year, you may elect to transfer from
your current Guarantee Period into a new Guarantee Period of a different
duration and at the then-current Guaranteed Interest Rate. A Market Value
Adjustment will be applied to your current Account Value at the time of
transfer. There will be no surrender charge for this exchange. However,
surrender charges will continue to be based on time elapsed from the original
Contract Date. We reserve the right to charge a fee of up to $50 for such
transfers, but do not impose a transfer charge as of the date of this
Prospectus.

PREMIUM TAXES

Certain state and local governments impose premium taxes. These taxes currently
range from 0% to 5.0%, depending upon jurisdiction. The Company is responsible
for paying these taxes and will determine the method used to recover premium tax
expenses incurred. The Company will deduct any applicable premium taxes from the
Cash Value either upon death, surrender, annuitization, or at the time the
Purchase Payment is made to the Contract, but no earlier than when the Company
has a tax liability under state law.

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

The Death Benefit is the Account Value on the date we receive written
notification of due proof of death. There is no death benefit payable under
qualified contracts.

PAYMENT OF PROCEEDS

The process of paying death benefit proceeds before the maturity date under
various situations for nonqualified contracts is summarized in the charts below.
The charts do not encompass every situation and are merely intended as a general
guide. More detailed information is provided in your Contract. 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.

5
<PAGE> 15

NONQUALIFIED CONTRACTS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
BEFORE THE MATURITY DATE, UPON THE COMPANY WILL PAY THE UNLESS... MANDATORY PAYOUT
THE DEATH OF THE PROCEEDS TO: RULES APPLY*
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Owner (who is not the The beneficiary (ies), Unless, the beneficiary is Yes
annuitant) (with no joint or if none, to the the contract owner's spouse
owner) contract owner's estate. and the spouse elects to
continue the contract as the
new owner rather than receive
the distribution.
--------------------------------------------------------------------------------------------------------------
Owner (who is the annuitant) The beneficiary (ies), Unless, the beneficiary is Yes
(with no joint owner) or if none, to the the contract owner's spouse
contract owner's estate. and the spouse elects to
continue the contract as the
new owner rather than receive
the distribution.
--------------------------------------------------------------------------------------------------------------
Joint Owner (who is not the The surviving joint Unless the surviving joint Yes
annuitant) owner. owner is the spouse and
elects to assume and continue
the contract.
--------------------------------------------------------------------------------------------------------------
Joint Owner (who is the The beneficiary (ies), Unless the beneficiary is the Yes
annuitant) or if none, to the contract owner's spouse and
contract owner's estate. the spouse elects to assume
and continue the contract.
Or, unless there is a
contingent annuitant the
contingent annuitant becomes
the annuitant and the
proceeds will be paid to the
surviving joint owner. If the
surviving joint owner is the
spouse, the spouse may elect
to assume and continue the
contract.
--------------------------------------------------------------------------------------------------------------
Annuitant (who is not the The beneficiary (ies). Unless, there is a contingent No
contract owner) annuitant. Then, the
contingent annuitant becomes
the annuitant and the
Contract continues in effect
(generally using the original
maturity date). The proceeds
will then be paid upon the
death of the contingent
annuitant or owner.
--------------------------------------------------------------------------------------------------------------
Annuitant (who is the contract See death of "owner who N/A
owner) is the annuitant" above.
--------------------------------------------------------------------------------------------------------------
</TABLE>

6
<PAGE> 16

* Certain payout rules of the Internal Revenue Code (IRC) are triggered upon the
death of any Owner. Non-spousal Beneficiaries (as well as spousal
beneficiaries who choose not to assume the contract) must begin taking
distributions based on the Beneficiary's life expectancy within one year of
death or take a complete distribution of contract proceeds within 5 years of
death.

DEATH PROCEEDS AFTER THE MATURITY DATE

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

ANNUITY PERIOD
--------------------------------------------------------------------------------

ELECTION OF ANNUITY COMMENCEMENT DATE AND FORM OF ANNUITY

You can select an Annuity Commencement Date at the time you apply for a
Contract. If no date is elected, for nonqualified Contracts, the automatic
default age is 90. For qualified Contracts, the automatic default age is 70 1/2.
Within 30 days before your Annuity Commencement Date, you may elect to have all
or a portion of your Cash Surrender Value paid in a lump sum on your Annuity
Commencement Date. Or, at least 30 days before the Annuity Commencement Date,
you may elect to have your Cash Value or a portion thereof (less applicable
premium taxes, if any) distributed under any of the Annuity Options described
below. If Option 5 "Payments for a Designated Period" is elected in the first
contract year, the Cash Surrender Value will be applied.

If no option is elected for nonqualified Contracts, the Cash Value will be
applied on the Annuity Commencement Date under the Second Option to provide a
life annuity with 120 monthly payments certain. For qualified Contracts, the
Cash Value will be applied to Option 4, to provide a Joint and Last Survivor
Life Annuity. This Contract may not be surrendered once annuity payments begin,
except with respect to Option 6.

CHANGE OF ANNUITY COMMENCEMENT DATE OR ANNUITY OPTION

You may change the Annuity Commencement Date at any time as long as such change
is made in writing and is received by us at least 30 days prior to the scheduled
Annuity Commencement Date. Once an Annuity Option has begun, it may not be
changed.

7
<PAGE> 17

ANNUITY OPTIONS

Any one of the following Annuity Options may be elected. Annuity payments may be
available on a monthly, quarterly, semiannual or annual basis. The minimum
amount that may be applied to Annuity Options is $2,000 unless we consent to a
smaller amount.

OPTION 1 -- LIFE ANNUITY -- NO REFUND: The Company will make annuity payments
during the lifetime of the annuitant 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 the lifetime of the annuitant,
with the agreement that if, at the death of that person, payments have been made
for less than 120, 180 or 240 months as elected, we will continue making
payments to the beneficiary during the remainder of the period.

OPTION 3 -- CASH REFUND LIFE ANNUITY: The Company will make monthly annuity
payments during the lifetime of the Annuitant. Upon the death of the Annuitant,
the Beneficiary will receive a payment equal to the Cash Value applied to this
option on the Annuity Commencement Date minus the dollar amount of annuity
payments already paid.

OPTION 4 -- 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 5 -- PAYMENTS FOR A DESIGNATED PERIOD: We will make periodic payments
guaranteed for the number of years selected which may be from five to thirty
years.

OPTION 6 -- ANNUITY PROCEEDS SETTLEMENT OPTION: Proceeds from the Death Benefit
may be left with the Company for a period not to exceed five years from the date
of the Owner's or Annuitant's death prior to the Annuity Commencement Date. The
proceeds will remain in the same Guarantee Period and continue to earn the same
Guaranteed Interest Rate as at the time of death. If the Guarantee Period ends
before the end of the five-year period, the Beneficiary may elect a new
Guarantee Period with a duration not to exceed the time remaining in the period
of five years from the date of the Owner's or Annuitant's death. Full or partial
surrenders may be made at any time. In the event of surrenders, the remaining
Cash Value will equal the proceeds left with the Company, minus any surrender
charge and applicable premium tax, plus any interest earned. A Market Value
Adjustment will be applied to all surrenders except those occurring at the end
of a Guarantee Period.

The Tables in the Contract reflect guaranteed dollar amounts of monthly payments
for each $1,000 applied under the first five Annuity Options listed above. Under
Options 1, 2 or 3, the amount of each payment will depend upon the age (and, for
nonqualified Contracts, sex) of the Annuitant at the time the first payment is
due. Under Option 4, the amount of each payment will depend upon the payees'
ages at the time the first payment is due (and, for nonqualified Contracts, the
sex of both payees).

The Tables for Options 1, 2, 3 and 4 are based on the 1983 Individual Annuitant
Mortality Table A with ages set back one year and a net investment rate of 3%
per annum. The table for Option 5 is based on a net investment rate of 3% per
annum. If mortality appears more favorable and interest rates so justify, at our
discretion, we may apply other tables which will result in higher payments for
each $1,000 applied under one or more of the first five Annuity Options.

8
<PAGE> 18

ANNUITY PAYMENT

The first payment under any Annuity Option will be made on the Annuity
Commencement Date. Subsequent payments will be made in accordance with the
manner of payment selected and are based on the first payment date.

The option elected must result in a payment at least equal to the minimum
payment amount according to Company rules then in effect. If at any time
payments are less than the minimum payment amount, the Company has the right to
change the frequency to an interval resulting in a payment at least equal to the
minimum. If any amount due is less than the minimum per year, the Company may
make other arrangements that are equitable to the Annuitant.

Once annuity payments have begun, no surrender of the annuity benefit (including
benefits under Option 5) can be made for the purpose of receiving a lump-sum
settlement.

DEATH OF ANNUITANT AFTER ANNUITY COMMENCEMENT DATE

If the Annuitant dies after the Annuity Commencement Date, any amount payable as
a death benefit will be distributed at least as rapidly as under the method of
distribution in effect.

INVESTMENTS BY THE COMPANY
--------------------------------------------------------------------------------

We must invest our assets according to applicable state laws regarding the
nature, quality and diversification of investments that may be made by life
insurance companies. In general, these laws permit investments, within specified
limits and subject to certain qualifications, in federal, state and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments. Purchase Payments made to
the Contracts are invested in Separate Account MGA II, a non-unitized separate
account and are not chargeable with liabilities arising out of any other
business which the Company may conduct. Owners do not share in the investment
performance of assets allocated to Separate Account MGA II. The obligations
under the Contract are independent of the investment performance of Separate
Account MGA II and are the obligations of the Company.

In establishing Guaranteed Interest Rates, the Company will consider the yields
on fixed income securities that are part of the Company's current investment
strategy for the Contracts at the time that the Guaranteed Interest Rates are
established. (See "Establishment of Guaranteed Interest Rates".) The current
investment strategy for the Contracts is to invest in fixed income securities,
including public bonds, privately placed bonds, and mortgages, some of which may
be zero coupon securities. While this generally describes our investment
strategy, we are not obligated to follow any particular strategy except as may
be required by federal and state laws.

AMENDMENT OF THE CONTRACTS
--------------------------------------------------------------------------------

We reserve the right to amend the Contracts to comply with applicable federal or
state laws or regulations. We will notify you in writing of any such amendments.

ASSIGNMENT OF THE CONTRACTS
--------------------------------------------------------------------------------

Our rights as evidenced by a Contract may be assigned as permitted by applicable
law. An assignment will not be binding upon us until we receive notice from you
in writing. We assume no responsibility for the validity or effect of any
assignment. You should consult your tax adviser regarding the tax consequences
of an assignment.

9
<PAGE> 19

DISTRIBUTION OF THE CONTRACTS
--------------------------------------------------------------------------------

CFBDS, Inc. is the principal underwriter of the Contracts. CFBDS, Inc. is
registered with the Securities and Exchange Commission under the 1934 Act as a
broker-dealer, and is a member of the National Association of Securities
Dealers, Inc. It is currently anticipated that Travelers Distribution LLC, an
affiliate of the Company, will become principal underwriter some time in 2000.

The principal underwriter enters into selling agreements with certain
broker-dealers registered under the 1934 Act. Under the selling agreements such
broker-dealers may offer Contracts to persons who have established an account
with the broker-dealer. In addition, the Company may offer certificates to
members of certain other eligible groups. The Company will pay a maximum
commission of 5% of the Purchase Payment for the sale of a Contract.

From time to time, the Company may offer customers of certain broker-dealers
special Guaranteed Interest Rates and negotiated commissions. In addition, the
Company may offer Contracts to members of certain other eligible groups through
trusts or otherwise.

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

GENERAL

The Company is taxed as a life insurance company under Subchapter L of the Code.
Generally, amounts credited to a contract are not taxable until received by the
Contract Owner, participant or beneficiary, either in the form of annuity
payments or other distributions. Tax consequences and limits are described
further below for each annuity program.

SECTION 403(b) PLANS AND ARRANGEMENTS

Purchase Payments for a tax deferred annuity contract may be made by an employer
for employees under annuity plans adopted by public educational organizations
and certain organizations which are tax exempt under Section 501(c)(3) of the
Code. Within statutory limits, such payments are not currently includable in the
gross income of the participants. Increases in the value of the contract
attributable to these Purchase Payments are similarly not subject to current
taxation. The income in the contract is taxable as ordinary income whenever
distributed.

An additional tax of 10% will apply to any taxable distribution received by the
participant before the age of 59 1/2, except when due to death, disability, or
as part of a series of payments for life or life expectancy, or made after the
age of 55 with separation from service. There are other statutory exceptions.

Amounts attributable to salary reductions and income thereon may not be
withdrawn prior to attaining the age of 59 1/2, separation from service, death,
total and permanent disability, or in the case of hardship as defined by federal
tax law and regulations. Hardship withdrawals are available only to the extent
of the salary reduction contributions and not from the income attributable to
such contributions. These restrictions do not apply to assets held generally as
of December 31, 1988.

Distributions must begin by the later of April 1st of the calendar year
following the calendar year in which the participant attains the age of 70 1/2
or April 1st of the calendar year in which the Participant retires. Certain
other mandatory distribution rules apply at the death of the participant.
Certain rollover distributions, including most partial or full redemptions or
"term-for-years" distributions of less than 10 years, are eligible for direct
rollover to another 403(b) contract or to an Individual Retirement Arrangement
(IRA) without federal income tax withholding.

10
<PAGE> 20

QUALIFIED PENSION AND PROFIT-SHARING PLANS

Under a qualified pension or profit-sharing trust described in Section 401(a) of
the Code and exempt from tax under Section 501(a) of the Code, a Purchase
Payment made by an employer is not currently taxable to the participant and
increases in the value of a contract are not subject to taxation until received
by a participant or beneficiary.

Distributions in the form of annuity payments are taxable to the participant or
beneficiary as ordinary income in the year of receipt. Any distribution that is
considered the participant's "investment in the contract" is treated as a return
of capital and is not taxable. Certain lump-sum distributions described in
Section 402 of the Code may be eligible for special ten-year forward averaging
treatment for individuals born before January 1, 1936. All individuals may be
eligible for favorable five-year forward averaging of lump-sum distributions
after age 59 1/2. Certain eligible rollover distributions including most partial
and full surrenders or term-for-years distributions of less than 10 years are
eligible for direct rollover to an eligible retirement plan or to an IRA without
federal income tax withholding.

Distributions must begin by the later of April 1st of the calendar year
following the calendar year in which you attain age 65 or April 1st of the
calendar year in which you retire, except that if you are a 5% owner as defined
in Code Section 416(i)(1)(B), distributions must begin by April 1st of the
calendar year following the calendar year in which you attain age 70 1/2.
Certain other mandatory distribution rules apply on the death of the
participant.

An additional tax of 10% will apply to any taxable distribution received by the
participant before the age of 59 1/2, except by reason of death, disability or
as part of a series of payments for life or life expectancy, or at early
retirement at or after the age of 55. There are other statutory exceptions.

INDIVIDUAL RETIREMENT ANNUITIES

To the extent of earned income for the year and not exceeding $2,000 per
individual, an individual may make deductible contributions to an individual
retirement annuity (IRA). (Note: The minimum Purchase Payment allowed for this
Contract is $5,000.) There are certain limits on the deductible amount based on
the adjusted gross income of the individual and spouse based on their
participation in a retirement plan. If an individual is married and the spouse
is not employed, the individual may establish IRAs for the individual and
spouse. Purchase Payments may then be made annual into IRAs for both spouses in
the maximum amount of 100% of earned income up to a combined limit of $4,000.

Partial or full distributions made prior to the age of 59 1/2 are treated as
ordinary income. Amounts contributed after 1986 on a non-deductible basis are
not includable in income when distributed. Distributions must commence by April
1st of the calendar year after the close of the calendar year in which the
individual attains the age of 70 1/2. Certain other mandatory distribution rules
apply on the death of the individual. The individual must maintain personal and
tax return records of any non-deductible contributions and distributions.

Section 408(k) of the Code provides for the purchase of a Simplified Employee
Pension (SEP) plan. A SEP is funded through an IRA with an annual employer
contribution limit of 15% of compensation up to $30,000 for each participant.

ROTH IRAS

Effective January 1, 1998, Section 408A of the Code permits certain individuals
to contribute to a Roth IRA. Eligibility to make contributions is based upon
income, and the applicable limits vary based on marital status and/or whether
the contribution is a rollover contribution from another IRA or an annual
contribution. Contributions to a Roth IRA, which are subject to certain
limitations, ($2,000 per year for annual contributions), are not deductible and
must be made in cash or as a rollover or transfer from another Roth IRA or other
IRA. A conversion of "traditional" IRA to a Roth

11
<PAGE> 21

IRA may be subject to tax and other special rules apply. You should consult a
tax adviser before combining any converted amounts with other Roth IRA
contributions, including any other conversion amounts from other tax years.

Qualified distributions from a Roth IRA are tax-free. A qualified distribution
requires that the Roth IRA has been held for at least 5 years, and the
distribution is made after age 59 1/2, on death or disability of the owner, or
for a limited amount ($10,000) for a qualified first time home purchase for the
owner or certain relatives. Income tax and a 10% penalty tax may apply to
distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during five taxable years starting with the year in which the first
contribution is made to the Roth IRA.

SECTION 457 PLANS

Section 457 of the Code allows employees and independent contractors of state
and local governments and tax-exempt organizations to defer a portion of their
salaries or compensation to retirement years without paying current income tax
on either the deferrals or the earnings on the deferrals.

The Owner of contracts issued under Section 457 plans is the employer or a
contractor of the participant and amounts may not be made available to
participants (or beneficiaries) until separation from service, retirement or
death or an unforeseeable emergency as determined by Treasury Regulations. The
proceeds of annuity contracts purchased by Section 457 plans are subject to the
claims of general creditors of the employer or contractor.

Distributions must begin generally by April 1st of the calendar year following
the calendar year in which the participant attains the age of 70 1/2. Certain
other mandatory distribution rules apply upon the death of the participant.

All distributions from plans that meet the requirements of Section 457 of the
Code are taxable as ordinary income in the year paid or made available to the
participant or beneficiary.

NONQUALIFIED ANNUITIES

Individuals may purchase tax-deferred annuities without tax law funding limits.
The Purchase Payment receives no tax benefit, deduction or deferral, but taxes
on the increases in the value of the Contract are generally deferred until
distribution. If a nonqualified annuity is owned by other than an individual,
however, (e.g., by a corporation), the increases in value attributable to
Purchase Payments made after February 28, 1986 are includable in income
annually. Furthermore, for Contracts issued after April 22, 1987, all deferred
increases in value will be includable in income annually. Furthermore, for
Contracts issued after April 22, 1987, all deferred increases in value will be
includable in the income of an Owner when that Owner transfers the Contract
without adequate considerations.

The federal tax law requires nonqualified annuity contracts issued on or after
January 19, 1985 to meet minimum mandatory distribution requirements upon the
death of the Contract Owner. Failure to meet these requirements will cause the
succeeding Contract Owner or beneficiary to lose the tax benefits associated
with annuity contracts, i.e., primarily the tax deferral prior to distribution.
The distribution required depends upon whether an Annuity Option is elected or
whether the succeeding Owner is the surviving spouse. Contracts will be
administered by the Company in accordance with these rules.

If two or more nonqualified annuity contracts are purchased from the same
insurer within the same calendar year, distributions from any of them will be
taxed based upon the amount of income in all of the same calendar year series of
annuities. This will generally have the effect of causing taxes to be paid
sooner on the deferred gain in the contracts.

Those receiving partial distributions made before annuitization of a contract
will generally be taxed on an income-first basis to the extent of income in the
contract. Certain pre-August 14, 1982 deposits into a nonqualified annuity
contract that have been placed in the contract by means of a

12
<PAGE> 22

tax-deferred exchange under Section 1035 of the Code may be withdrawn first
without income tax liability. This information on deposits must be provided to
the Company by the other insurance company at the time of the exchange. There is
income in the contract generally to the extent the Cash Value exceeds the
investment in the contract. The investment in the contract is equal to the
amount of premiums paid less any amount received previously which was excludable
from gross income. Any direct or indirect borrowing against the value of the
contract or pledging of the contract as security for a loan will be treated as a
cash withdrawal under the tax law.

With certain exceptions, the law will impose an additional tax if a Contract
Owner makes a withdrawal of any amount under the contract which is allocable to
an investment made after August 13, 1982. The amount of the additional tax will
be 10% of the amount includable in income by the Contract Owner because of the
withdrawal. The additional tax will not be imposed if the amount is received on
or after the Contract Owner reaches the age of 59 1/2, of if the amount is one
of a series of substantially equal periodic payments made for life or life
expectancy of the taxpayer. The additional tax will not be imposed if the
withdrawal or partial surrender follows the death or disability of the Contract
Owner.

TAXATION OF DEATH BENEFIT PROCEEDS

Amounts may be distributed from a Contract because of the death of an owner or
annuitant. 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.

FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution which is taxable income to the recipient will be
subject to federal income tax withholding, generally pursuant to Section 3405 of
the Code. The application of this provision is summarized below.

1. ELIGIBLE ROLLOVER DISTRIBUTION FROM SECTION 403(b) PLANS OR ARRANGEMENTS
OR FROM QUALIFIED PENSION AND PROFIT-SHARING PLANS

There is an unwaivable 20% tax withholding for plan distributions that
are eligible for rollover to an IRA or to another retirement plan but
that are not directly rolled over. A distribution made directly to a
participant or beneficiary may avoid this result if:

(a) a periodic settlement distribution is elected based upon a life or
life expectancy calculation, or

(b) a complete term-for-years settlement distribution is elected for a
period of ten years or more, payable at least annually, or

(c) a minimum required distribution as defined under the tax law is
taken after the attainment of the age of 70 1/2 or as otherwise
required by law.

A distribution including a rollover that is not a direct rollover will
require the 20% withholding, and a 10% additional tax penalty may apply
to any amount not added back in the rollover. The 20% withholding may
be recovered when the participant or beneficiary files a personal
income tax return for the year if a rollover was completed within 60
days of receipt of the funds, except to the extent that the participant
or spousal beneficiary is otherwise underwithheld or short on estimated
taxes for that year.

2. OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)

To the extent not described as requiring 20% withholding in 1 above,
the portion of a non-periodic distribution which constitutes taxable
income will be subject to federal income tax withholding, to the extent
such aggregate distributions exceed $200 for the year, unless the
recipient elects not to have taxes withheld. If an election out is not
provided, 10% of the

13
<PAGE> 23

taxable distribution will be withheld as federal income tax. Election
forms will be provided at the time distributions are requested. This
form of withholding applies to all annuity programs.

3. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN
ONE YEAR)

The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage
withholding tables as if the recipient were married claiming three
exemptions. A recipient may elect not to have income taxes withheld or
have income taxes withheld at a different rate by providing a completed
election form. Election forms will be provided at the time
distributions are requested. This form of withholding applies to all
annuity programs. As of January 1, 2000, a recipient receiving periodic
payments (e.g., monthly or annual payments under an Annuity Option)
which total $14,850 or less per year, will generally be exempt from the
withholding requirements.

Recipients who elect not to have withholding made are liable for payment of
federal income tax on the taxable portion of the distribution. All recipients
may also be subject to penalties under the estimated tax payment rules if
withholding and estimated tax payments are not sufficient.

Recipients who do not provide a social security number or other taxpayer
identification number will not be permitted to elect out of withholding.
Additionally, United States citizens residing outside of the country, or U.S.
legal residents temporarily residing outside the country, are not permitted to
elect out of withholding.

TAX ADVICE

Because of the complexity of the law and the fact that the tax results will vary
according to the factual status of the individual involved, tax advice may be
needed by a person contemplating purchase of an annuity contract and by an
Owner, participant or beneficiary who may make elections under a contract. It
should be understood that the foregoing description of the federal income tax
consequences under these contracts is not exhaustive and that special rules are
provided with respect to situations not discussed here. It should be understood
that if a tax-benefited plan loses its exempt status, employees could lose some
of the tax benefits described. For further information, a qualified tax adviser
should be consulted.

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

The Company files reports and other information with the Securities and Exchange
Commission ("Commission"), as required by law. 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 Company has filed with the Commission a
registration statement (the "Registration Statement") relating to the Contracts
offered by this Prospectus. This Prospectus has been filed as a part of the
Registration Statement and does not contain all of the information set forth in
the Registration Statement and the exhibits. Reference is hereby made to

14
<PAGE> 24

such Registration Statement and exhibits for further information about the
Company and the Contracts. The Registration Statement and the exhibits may be
inspected and copied as described above. Although the Company furnishes
certificate and contract holders with the Annual Reports on Form 10-K for the
year ended December 31, 1999 and the first quarter report on Form 10-Q for the
period ended March 31, 2000, the Company does not plan to furnish subsequent
financial reports.

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

The Company's latest Annual Report on Form 10-K and the quarterly report on Form
10-Q for the period ended March 31, 2000 have been filed with the Commission.
They are incorporated by reference into this Prospectus and copies must
accompany this Prospectus.

The Forms 10-K and 10-Q for the periods ended December 31, 1999 and March 31,
2000, respectively, contain additional information about the Company including
audited financial statements for the Company's latest fiscal year. The Company
filed its Form 10-K on March 21, 2000 and its Form 10-Q on May 12, 2000 via
Edgar; File No. 33-58677.

If requested, the Company 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 Life and Annuity Company, One Tower Square, Hartford, Connecticut
06183-5030, Attention: Annuity Services. The telephone number is (860) 422-3985.
You may also obtain copies of any documents, incorporated by reference into this
prospectus by accessing the SEC's website (http://www.sec.gov).

LEGAL OPINION
--------------------------------------------------------------------------------

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

EXPERTS
--------------------------------------------------------------------------------

The financial statements and schedules of The Travelers Life and Annuity Company
as of December 31, 1999 and 1998, and for each of the years in the three-year
period ended December 31, 1999, have been incorporated by reference herein and
in the registration statement in reliance upon the reports of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

15
<PAGE> 25

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 26

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

Plans eligible to purchase the Contract are pension and profit sharing plans
qualified under sec.401(a) of the Internal Revenue Code, and eligible state
deferred compensation plans under sec.457 of the Code ("Qualified Plans").

To apply for a Group Annuity Contract, the trustee or other applicant must
complete an application or purchase order for the Group Annuity Contract and
make a Purchase Payment. A Group Annuity Contract will then be issued to the
applicant. While no Certificates are issued, each Purchase Payment and the
Account established thereby, are confirmed to the Contract Owner. Each Account
will have its own optional Guarantee Period and Guaranteed Interest Rate.
Surrenders under the Group Annuity Contract may be made at the election of the
Contract Owner, from the Account established under the Contract. Account
surrenders are subject to the same limitations, adjustments and charges as
surrenders made under a certificate (see "Surrenders"). Surrender Values may be
taken in cash or applied to purchase annuities for the Contract Owners'
Qualified Plan participants.

Because there are no individual participant accounts, the qualified Group
Annuity Contract issued in connection with a Qualified Plan does not provide for
death benefits. Annuities purchased for Qualified Plan participants may provide
for a payment upon the death of the Annuitant depending on the option chosen
(see "Annuity Options"). Additionally, since there are no Annuitants prior to
the actual purchase of an Annuity by the Contract Owner, the provisions
regarding the Annuity Commencement Date are not applicable.

A-1
<PAGE> 27

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 28

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

MARKET VALUE ADJUSTMENT

Payment on a partial or full surrender may be adjusted up or down by the
application of the Market Value Adjustment. The Market Value Adjustment formula
is:

<TABLE>
<S> <C> <C> <C> <C>
1 t/365
Market Adjusted Value = (Maturity Value) X [------]
1 + iC
</TABLE>

where "iC" is the current Guaranteed Interest Rate for a Guarantee Period
of "t" days and "t" is the number of days remaining in the Guarantee Period
adjusting for leap years.

The current Guaranteed Interest Rate is declared periodically by the Company and
is the rate (straight line interpolation between whole years) which the Company
is then paying on premiums paid under this class of Contracts with the same
maturity date as the Purchase Payment to which the formula is being applied.

ILLUSTRATION OF A MARKET VALUE ADJUSTMENT

Purchase Payment: $50,000.00
Guarantee Period: 5 Years
Guaranteed Interest Rate: 5.50% Effective Annual Rate

The following examples illustrate how the Market Value Adjustment may affect the
values of your Contract. In these examples, the surrender occurs one year after
a Purchase Payment of $50,000 was made to the Contract. The Maturity Value of
this Purchase Payment would be $65,348.00 at the end of the five-year Guarantee
Period. However, after one year, when the surrenders occur in these examples,
the Account Value (i.e., the Purchase Payment plus accumulated interest) would
be $52,750.

The Market Value Adjustment is the rate the Company is crediting at the time of
surrender on new Purchase Payments of the same term-to-maturity as the time
remaining in your Guarantee Period. One year after the Purchase Payment was
made, you would have four years remaining in the five-year Guarantee Period.

EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

A negative Market Value Adjustment results from a surrender that occurs when
interest rates have increased since the date the Purchase Payment was made.
Assume interest rates have increased one year after the Purchase Payment and the
Company is crediting 7% for a four-year Guarantee Period.

If you surrender the full Account Value, the Market Adjusted Value would be:

B-1
<PAGE> 29

The Market Value Adjustment is a reduction of $2,896.32 from the Account Value:

$49,853.68 = $52,750.00 - $2,896.32

If instead of a full surrender, 50% of the Account Value was surrendered, the
Market Adjusted Value of the surrendered portion would be 50% of the full
surrender:

The Maturity Value after the partial surrender would be 50% of the Maturity
Value prior to surrender, or $32,647.00.

EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

A positive Market Value Adjustment results from a surrender that occurs when
interest rates have decreased since the date a Purchase Payment was made. Assume
interest rates have decreased one year later and the Company is then crediting
3.5% for a four-year Guarantee Period.

If you surrender the full Account Value, the Market Adjusted Value would be:

The Market Value Adjustment is an increase of $4,197.01 over Account Value:

$56,947.01 = $52,750.00 + $4,197.01

If instead of a full surrender, 50% of the Account Value were surrendered, the
Market Adjusted Value of the surrendered portion would be 50% of the full
surrender:

The Maturity Value after the partial surrender would be 50% of the Maturity
Value prior to the surrender, or $32,674.00.

These examples illustrate what may happen when interest rates increase or
decrease from the beginning of a Guarantee Period. A particular Market Value
Adjustment may have a greater or lesser impact than that shown in these
examples, depending on how much interest rates have changed since the beginning
of a Guarantee Period and the amount of time remaining to maturity. In addition,
a surrender charge may be assessed on surrenders made before the Purchase
Payment has been under the Contract for five years.

B-2
<PAGE> 30

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 31

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 32

"TTM"
TRAVELERS TARGET MATURITY

MODIFIED GUARANTEED ANNUITY CONTRACTS

ISSUED BY

THE TRAVELERS LIFE AND ANNUITY COMPANY
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183

L-20685 TLAC Ed 7-2000
Printed in U.S.A.
<PAGE> 33

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Registration Fees: $66,000 for 250,000,000 in interests of Modified Guaranteed
Annuity Contracts.

Estimate of Printing Costs: $4,000

Cost of Independent Auditors: Approximately $4,000

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.

Citigroup Inc. (the ultimate parent) 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> 34

Item 16. Exhibits

(a) Exhibits

1. Underwriting Agreement. (Incorporated herein by reference to Exhibit
1 to Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-2, File No. 58677, filed on July 11, 1995.)

3(a). 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. 33-58131, filed on March
17, 1995.)

3(b). 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. 33-58131, filed on
March 17, 1995.)

4. Contracts. (Incorporated herein by reference to Exhibit 4(a) to Pre-
Effective Amendment No. 1 to the Registration Statement on Form S-2,
File No. 58677, filed on July 11, 1995.)

5. Opinion Re: Legality, Including Consent.

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

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

24(a). Powers of Attorney for Separate Account MGA II authorizing Ernest J.
Wright or Kathleen A. McGah as signatory for George C. Kokulis, Glenn
D. Lammey, Marla Berman Lewitus and Katherine M. Sullivan.

Item 17. Undertakings

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

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.
<PAGE> 35

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> 36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 July 13, 2000.

THE TRAVELERS LIFE AND ANNUITY COMPANY
(Registrant)

By:*GLENN D. LAMMEY
-----------------------------------------
Glenn D. Lammey, Executive Vice President
Chief Financial Officer,
Chief Accounting Officer and Controller

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on July 13, 2000.

*GEORGE C. KOKULIS Director, Chairman of the Board,
---------------------- President and Chief Executive Officer
(George C. Kokulis) (Principal Executive Officer)

*GLENN D. LAMMEY Director, Executive Vice President
---------------------- Chief Financial Officer
(Glenn D. Lammey) Chief Accounting Officer and Controller
(Principal Financial Officer)

*MARLA BERMAN LEWITUS Director, Senior Vice President,
---------------------- and General Counsel
(Marla Berman Lewitus)

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

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

<PAGE> 37

EXHIBIT INDEX

Exhibit
No. Description Method of Filing
------- ----------- ----------------

<S> <C> <C>
5. Opinion Re: Legality, Including Consent. Electronically

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

24(b). Powers of Attorney authorizing Ernest J. Wright or Electronically
Kathleen A. McGah as signatory for George C. Kokulis,
Glenn D. Lammey, Marla Berman Lewitus and
Katherine M. Sullivan.

</TABLE>