TRAVELERS FUND BD II FOR VARIABLE ANNUITIES, 485BPOS, 1999-04-26

TRAVELERS FUND BD II FOR VARIABLE ANNUITIES
485BPOS, 1999-04-26

Previous: ATLAS AIR INC, S-3, 1999-04-26

Next: NORTHEAST INDIANA BANCORP INC, 8-K, 1999-04-26

<PAGE> 1
Registration No. 33-58131
811-7259

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 4

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 4

THE TRAVELERS FUND BD II FOR VARIABLE ANNUITIES
-----------------------------------------------
(Exact Name of Registrant)

THE TRAVELERS LIFE AND ANNUITY COMPANY
--------------------------------------
(Name of Depositor)

ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
---------------------------------------------
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including area code: (860) 277-0111
--------------
ERNEST J. WRIGHT
Secretary
The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183
---------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: _____________________

It is proposed that this filing become effective (check appropriate box)

immediately upon filing pursuant to paragraph (b) of Rule 485.
- ----
X on May 1, 1999 pursuant to paragraph (b) of Rule 485.
- ----
60 days after filing pursuant to paragraph (a)(1) of Rule 485.
- ----
on ___________ pursuant to paragraph (a)(1) of Rule 485.
- ----

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a
- ---- previously filed post-effective amendment.

<PAGE> 2

PART A

Information Required in a Prospectus

<PAGE> 3

TRAVELERS VINTAGE
PROSPECTUS

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

You can choose to have your premiums ("purchase payments") accumulate on a fixed
and/or a variable basis. Your contract value will vary daily to reflect the
investment experience of the subaccounts ("funding options") you select and any
interest credited to the Fixed Account. The variable funding options currently
available are:

DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio
GREENWICH STREET SERIES FUND

Equity Index Portfolio Class II

Total Return Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Total Return Fund
SMITH BARNEY CONCERT ALLOCATION SERIES, INC.
Concert Select Balanced Portfolio
Concert Select Growth Portfolio
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
G.T. Global Strategic Income Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth
Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney Money Market Portfolio
Smith Barney Pacific Basin Portfolio

Travelers Managed Income Portfolio*

Van Kampen Enterprise Portfolio

THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
MFS Emerging Growth Portfolio
MFS Research Portfolio
Strategic Stock Portfolio

* Formerly TBC Managed Income Portfolio

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

This Prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about The Travelers Fund
BD II for Variable Annuities ("Fund BD II") by requesting a copy of the
Statement of Additional Information ("SAI") dated May 1, 1999. The SAI has been
filed with the Securities and Exchange Commission ("SEC") and is incorporated by
reference into this Prospectus. To request a copy, write to The Travelers Life
and Annuity Company, Annuity Investor Services, One Tower Square, Hartford,
Connecticut 06183-9061, call 1-800-842-8573, or access the SEC's Website
(http://www.sec.gov). The Table of Contents of the SAI appears in Appendix D of
this Prospectus.

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.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, NOR ARE THEY GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

PROSPECTUS DATED MAY 1, 1999

<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms............... 2
Summary.............................. 3
Fee Table............................ 6
Condensed Financial Information...... 9
The Annuity Contract................. 10
Contract Owner Inquiries........ 10
Purchase Payments............... 10
Accumulation Units.............. 10
The Funding Options............. 10
Charges and Deductions............... 13
General......................... 13
Withdrawal Charge............... 14
Free Withdrawal Allowance....... 14
Administrative Charges.......... 14
Mortality and Expense Risk
Charge........................ 15
Funding Option Expenses......... 15
Premium Tax..................... 15
Changes in Taxes Based Upon
Premium or Value.............. 15
Transfers............................ 15
Dollar Cost Averaging........... 15
Access to Your Money................. 16
Systematic Withdrawals.......... 17
Loans........................... 17
Ownership Provisions................. 17
Types of Ownership.............. 17
Beneficiary..................... 18
Annuitant....................... 18
Death Benefit........................ 18
Death Proceeds Before the
Maturity Date................. 18
Death Proceeds After the
Maturity Date................. 20
Payment of Proceeds............. 20
The Annuity Period................... 21
Maturity Date................... 21
Allocation of Annuity........... 21
Variable Annuity................ 21
Fixed Annuity................... 22
Payment Options...................... 22
Election of Options............. 22
Annuity Options................. 22
Income Options.................. 23
Miscellaneous Contract Provisions.... 24
Right to Return................. 24
Termination..................... 24
Required Reports................ 24
Suspension of Payments.......... 24
Transfers of Contract Values to
Other Annuities............... 24
The Separate Account................. 24
Performance Information......... 25
Federal Tax Considerations........... 26
General Taxation of Annuities... 26
Types of Contracts: Qualified or
Nonqualified.................. 26
Nonqualified Annuity
Contracts..................... 26
Qualified Annuity Contracts..... 27
Penalty Tax for Premature
Distributions................. 27
Diversification Requirements for
Variable Annuities............ 27
Ownership of the Investments.... 27
Mandatory Distributions for
Qualified Plans............... 28
Other Information.................... 28
The Insurance Company........... 28
Financial Statements............ 28
IMSA............................ 28
Year 2000 Compliance............ 28
Distribution of Variable Annuity
Contracts..................... 29
Conformity with State and
Federal Laws.................. 29
Voting Rights................... 29
Legal Proceedings And
Opinions...................... 29
Appendix A: Condensed Financial
Information........................ A-1
Appendix B: The Fixed Account........ B-1
Appendix C........................... C-1
Appendix D: Contents of the Statement
of Additional Information.......... D-1
</TABLE>

INDEX OF SPECIAL TERMS

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

<TABLE>
<S> <C>
Accumulation Unit.................... 10
Annuitant............................ 18
Annuity Payments..................... 21
Annuity Unit......................... 21
Cash Surrender Value................. 16
Contract Date........................ 10
Contract Owner (You, Your)........... 17
Contract Value....................... 10
Contract Year........................ 10
Death Report Date.................... 18
Fixed Account........................ B-1
Funding Option(s).................... 10
Maturity Date........................ 21
Purchase Payment..................... 10
Written Request...................... 10
</TABLE>

2
<PAGE> 5

SUMMARY:

TRAVELERS VINTAGE VARIABLE ANNUITY

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.

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The
Contract offered by The Travelers Life and Annuity Company is a variable annuity
that is intended for retirement savings or other long-term investment purposes.
The Contract provides a death benefit as well as guaranteed income options.
Under a qualified Contract, you can make one or more payments, as you choose, on
a tax-deferred basis. Under a nonqualified Contract, you can make one or more
payments with after-tax dollars. You direct your payment(s) to one or more of
the variable funding options, and/or to the Fixed Account. We guarantee money
directed to the Fixed Account as to principal and interest. The variable funding
options are designed to produce a higher rate of return than the Fixed Account;
however, this is not guaranteed. You may also lose money in the variable funding
options.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the payout phase. During the accumulation phase
generally, under a qualified contract, your pre-tax contributions accumulate on
a tax-deferred basis and are taxed as income when you make a withdrawal,
presumably when you are in a lower tax bracket. During the accumulation phase,
under a nonqualified contract, earnings on your after-tax contributions
accumulate on a tax-deferred basis and are taxed as income when you make a
withdrawal. The 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.

During the payout phase, you may chose to receive annuity payments from the
Fixed Account or the variable funding options. If you want to receive scheduled
payments from your annuity, you can choose from a number of annuity options or
income options.

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

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

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

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

3
<PAGE> 6

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

The value of the Contract will vary depending upon the investment performance of
the funding options you choose. 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 variable funding options as frequently as you wish
without any current tax implications. Currently there is no charge for
transfers, nor a limit to the number of transfers allowed. We may, in the
future, charge a fee for any transfer requests, or may limit the number of
transfers allowed. We, at the minimum, would always allow one transfer every six
months. You may transfer between the Fixed Account and the variable funding
options twice a year (during the 30 days after the six-month contract date
anniversary).

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance
features and investment features, and there are costs related to each. For
Contracts with a value of less than $40,000, the Company deducts an annual
administrative charge of $30. The annual insurance charge varies depending on
which death benefit you choose. For the standard death benefit, the insurance
charge is 1.02% of the amounts you direct to the funding options; for the
enhanced death benefit, (if available) the insurance charge is 1.30%. The
sub-account administrative charge is .15% annually, regardless of which death
benefit is selected. Each funding option also charges for management and other
expenses. Please refer to the Fee Table for more information about the charges.

We may deduct a withdrawal charge equal to a percentage of the purchase payments
withdrawn from the Contract. If you withdraw all amounts under the contract, or
if you begin receiving annuity payments, the Company may be required by your
state to deduct a premium tax.

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. Under a
nonqualified Contract, payments to the Contract are made with after-tax dollars,
and any earnings will accumulate tax-deferred. You will be taxed on these
earnings when they are withdrawn from the Contract.

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

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (6% maximum, gradually decreasing to 0% for payments held by
the Company for 7 years or more). After the first contract year, you may
withdraw up to 15% of the contract value (as of the end of the previous contract
year) without a withdrawal charge. Of course, you may also have to pay income
taxes and a tax penalty on taxable amounts you withdraw.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The death benefit applies upon
the first death of the owner, joint owner or annuitant. Assuming you are the
annuitant, if you die before you move to the income phase, the person you have
chosen as your beneficiary will receive a death benefit. The death benefit paid
depends on your age at the time of your death. The death benefit value is

4
<PAGE> 7

calculated at the close of the business day on which the Company's
Administrative Office receives due proof of death and written distribution
instructions. Please refer to the Death Benefit section in the prospectus for
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.

- 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.

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

5
<PAGE> 8

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

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
WITHDRAWAL CHARGE (as a percentage of purchase payments
withdrawn):

LENGTH OF TIME FROM PURCHASE PAYMENT
</TABLE>

<TABLE>
<CAPTION>
(NUMBER OF YEARS) CHARGE
<S> <C>
1 6%
2 6%
3 6%
4 3%
5 2%
6 1%
7 and over 0%
</TABLE>

<TABLE>
<S> <C>
ANNUAL CONTRACT ADMINISTRATIVE CHARGE $30
(Waived if contract value is $40,000 or more)
</TABLE>

ANNUAL SEPARATE ACCOUNT CHARGES:
(as a percentage of the average daily net assets of the
Separate Account)
</TABLE>

<TABLE>
<CAPTION>
STANDARD ENHANCED
DEATH BENEFIT DEATH BENEFIT
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Mortality and Expense Risk Charge.................... 1.02% 1.30%
Administrative Expense Charge........................ 0.15% 0.15%
----- -----
Total Separate Account Charges..................... 1.17% 1.45%

FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the funding option as of December 31, 1998,
unless otherwise noted.)
</TABLE>

<TABLE>
<CAPTION>
TOTAL
ANNUAL
OPERATING
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
UNDERLYING FUNDING OPTIONS: REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio.................... 0.75% 0.02% 0.77%
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II........ 0.21% 0.25% 0.09% 0.55%(1)
Total Return Portfolio................. 0.75% 0.04% 0.79%
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
Salomon Brothers Variable Total Return
Fund................................. 0.80% 0.20% 1.00%(2)
Salomon Brothers Variable Investors
Fund................................. 0.70% 0.30% 1.00%(2)
SMITH BARNEY CONCERT ALLOCATION SERIES,
INC.
Concert Select Balanced Portfolio...... 0.00% 0.35% 0.35%(4)
Concert Select Conservative
Portfolio(3)......................... 0.00% 0.35% 0.35%(4)
Concert Select Growth Portfolio........ 0.00% 0.35% 0.35%(4)
Concert Select High Growth
Portfolio(3)......................... 0.00% 0.35% 0.35%(4)
Concert Select Income Portfolio(3)..... 0.00% 0.35% 0.35%(4)
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation Portfolio..... 0.80% 0.05% 0.85%(5)
Alliance Growth Portfolio.............. 0.80% 0.02% 0.82%(5)
G.T. Global Strategic Income
Portfolio............................ 0.80% 0.23% 1.03%(5)
MFS Total Return Portfolio............. 0.80% 0.04% 0.84%(5)
Putnam Diversified Income Portfolio.... 0.75% 0.12% 0.87%(5)
Smith Barney High Income Portfolio..... 0.60% 0.07% 0.67%(5)
Smith Barney International Equity
Portfolio............................ 0.90% 0.10% 1.00%(5)
Smith Barney Large Capitalization
Growth Portfolio..................... 0.75% 0.25% 1.00%(6)
</TABLE>

6
<PAGE> 9

<TABLE>
<CAPTION>
TOTAL
ANNUAL
OPERATING
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
UNDERLYING FUNDING OPTIONS: (CONTINUED) REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Smith Barney Large Cap Value Portfolio
(formerly Smith Barney Income and
Growth Portfolio).................. 0.65% 0.03% 0.68%(5)
Smith Barney Money Market Portfolio.... 0.50% 0.14% 0.64%(5)
Smith Barney Pacific Basin Portfolio... 0.90% 0.66% 1.56%(5)
Travelers Managed Income Portfolio..... 0.65% 0.19% 0.84%(5)
Van Kampen Enterprise Portfolio........ 0.70% 0.03% 0.73%(5)
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio............. 0.60% 0.20% 0.80%(7)
Disciplined Mid Cap Stock Portfolio.... 0.70% 0.25% 0.95%(8)
Disciplined Small Cap Stock
Portfolio............................ 0.80% 0.20% 1.00%(7)
MFS Emerging Growth Portfolio.......... 0.75% 0.14% 0.89%
MFS Research Portfolio................. 0.80% 0.20% 1.00%(7)
Strategic Stock Portfolio.............. 0.60% 0.30% 0.90%(7)
</TABLE>

NOTES:

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

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

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

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

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

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

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

(7) Travelers Insurance has agreed to reimburse the CONVERTIBLE BOND PORTFOLIO,
the STRATEGIC STOCK PORTFOLIO, the DISCIPLINED SMALL CAP STOCK PORTFOLIO,
the MFS MID CAP GROWTH PORTFOLIO, and the MFS RESEARCH PORTFOLIO for
expenses for the period ended December 31, 1998. If such expenses were not
reimbursed, the actual annualized Total Annual Operating Expenses would have
been 1.86%, 1.51%, 2.98%, 1.62%, and 1.37%, respectively.

(8) Other Expenses reflect the current expense reimbursement arrangement with
Travelers where Travelers has agreed to reimburse the Portfolios for the
amount by which their aggregate expenses (including management fees, but
excluding brokerage commissions, interest charges and taxes) exceeds 0.95%.
Without such arrangements, the annualized Total Annual Operating Expenses
for the Portfolios would have been 1.22% for the TRAVELERS DISCIPLINED MID
CAP STOCK PORTFOLIO.

7
<PAGE> 10

EXAMPLE*: STANDARD DEATH BENEFIT

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio............ $80 $121 $125 $227 $20 $61 $105 $227
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class
II........................... 78 114 114 204 18 54 94 204
Total Return Portfolio......... 80 122 126 229 20 62 106 229
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable Total
Return Fund.................. 80 122 126 229 20 62 106 229
Salomon Brothers Variable
Investors Fund............... 82 128 137 251 22 68 117 251
SMITH BARNEY CONCERT ALLOCATION
SERIES, INC.
Concert Select Balanced
Portfolio.................... 76 108 103 182 16 48 83 182
Concert Select Conservative
Portfolio***................. 76 108 103 182 16 48 83 182
Concert Select Growth
Portfolio.................... 76 108 103 182 16 48 83 182
Concert Select High Growth
Portfolio***................. 76 108 103 182 16 48 83 182
Concert Select Income
Portfolio***................. 76 108 103 182 16 48 83 182
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation
Portfolio.................... 81 124 129 236 21 64 109 236
Alliance Growth Portfolio...... 80 123 128 233 20 63 108 233
G.T. Global Strategic Income
Portfolio.................... 82 129 138 254 22 69 118 254
MFS Total Return Portfolio..... 80 123 129 235 20 63 109 235
Putnam Diversified Income
Portfolio.................... 81 124 130 238 21 64 110 238
Smith Barney High Income
Portfolio.................... 79 118 120 217 19 58 100 217
Smith Barney International
Equity Portfolio............. 82 128 137 251 22 68 117 251
Smith Barney Large
Capitalization Growth
Portfolio.................... 82 128 137 251 22 68 117 251
Smith Barney Large Cap Value
Portfolio.................... 79 118 121 218 19 58 101 218
Smith Barney Money Market
Portfolio.................... 78 117 118 214 18 57 98 214
Smith Barney Pacific Basin
Portfolio.................... 88 145 165 307 28 85 145 307
Travelers Managed Income
Portfolio.................... 80 123 129 235 20 63 109 235
Van Kampen Enterprise
Portfolio.................... 79 120 123 223 19 60 103 223
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio..... 80 122 127 231 20 62 107 231
Disciplined Mid Cap Stock
Portfolio.................... 82 127 134 246 22 67 114 246
Disciplined Small Cap Stock
Portfolio.................... 82 128 137 251 22 68 117 251
MFS Emerging Growth Portfolio.. 81 125 131 240 21 65 111 240
MFS Research Portfolio......... 82 128 137 251 22 68 117 251
Strategic Stock Portfolio...... 81 125 132 241 21 65 112 241
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE
EXAMPLE REFLECTS THE $30 ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL
CHARGE OF 0.009% OF ASSETS.

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

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

8
<PAGE> 11

EXAMPLE*: ENHANCED DEATH BENEFIT

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio............ $83 $130 $139 $256 $23 $70 $119 $ 256
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class
II........................... 80 123 128 234 20 63 108 234
Total Return Portfolio......... 83 130 140 258 23 70 120 258
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable Total
Return Fund.................. 85 137 151 280 25 77 131 280
Salomon Brothers Variable
Investors Fund............... 85 137 151 280 25 77 131 280
SMITH BARNEY CONCERT ALLOCATION
SERIES, INC.
Concert Select Balanced
Portfolio.................... 78 117 118 213 18 57 98 213
Concert Select Conservative
Portfolio***................. 78 117 118 213 18 57 98 213
Concert Select Growth
Portfolio.................... 78 117 118 213 18 57 98 213
Concert Select High Growth
Portfolio***................. 78 117 118 213 18 57 98 213
Concert Select Income
Portfolio***................. 78 117 118 213 18 57 98 213
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation
Portfolio.................... 83 132 143 264 23 72 123 2646
Alliance Growth Portfolio...... 83 131 142 261 23 71 122 2621
G.T. Global Strategic Income
Portfolio.................... 85 138 153 282 25 78 133 282
MFS Total Return Portfolio..... 83 132 143 263 23 72 123 263
Putnam Diversified Income
Portfolio.................... 84 133 144 266 24 73 124 266
Smith Barney High Income
Portfolio.................... 82 127 134 246 22 67 114 246
Smith Barney International
Equity Portfolio............. 85 137 151 280 25 77 131 280
Smith Barney Large
Capitalization Growth
Portfolio.................... 85 137 151 280 25 77 131 280
Smith Barney Large Cap Value
Portfolio.................... 82 127 135 247 22 67 115 247
Smith Barney Money Market
Portfolio.................... 81 126 133 243 21 66 113 243
Smith Barney Pacific Basin
Portfolio.................... 90 153 179 334 30 93 159 334
Travelers Managed Income
Portfolio.................... 83 132 143 263 23 72 123 263
Van Kampen Enterprise
Portfolio.................... 82 128 137 252 22 68 117 252
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio..... 83 131 141 259 23 71 121 259
Disciplined Mid Cap Stock
Portfolio.................... 84 135 148 275 24 75 128 275
Disciplined Small Cap Stock
Portfolio.................... 85 137 151 280 25 77 131 280
MFS Emerging Growth Portfolio.. 84 133 145 269 24 73 125 269
MFS Research Portfolio......... 85 137 151 280 25 77 131 280
Strategic Stock Portfolio...... 84 134 146 270 24 74 126 270
</TABLE>

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

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

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

See Appendix A.

9
<PAGE> 12

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

Travelers Vintage Annuity is a contract between you (the contract owner) and
Travelers Life and Annuity Company ("us" or the "Company"). Under this contract,
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 or income
payments, beginning on a future date that you choose, the maturity date. The
purchase payments accumulate tax deferred in the funding options of your choice.
You assume the risk of gain or loss according to the performance of the funding
options. The contract value is the amount of purchase payments, plus 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 became
effective is referred to as the contract date. Each 12-month period following
the contract date is called a contract year.

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

CONTRACT OWNER INQUIRIES

Any questions you have about your contract should be directed to the Company's
Home Office at 1-800-842-8573.

PURCHASE PAYMENTS

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

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

ACCUMULATION UNITS

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

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. These funding options are subsections of a Separate
Account, which invest in the underlying mutual funds. You are not investing
directly in the underlying mutual fund. You will find detailed information about
the options and their inherent risks in the current prospectuses for the funding
options which must accompany this prospectus. Since each option has varying
degrees of risk, please read the prospectuses carefully before investing.
Additional copies of the

10
<PAGE> 13

prospectuses may be obtained by contacting your registered representative or by
calling 1-800-842-8573.

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

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

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

11
<PAGE> 14

<TABLE>
<CAPTION>
INVESTMENT
FUNDING OPTION OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRAVELERS SERIES FUND, INC.,
CONT.
Smith Barney High Income Seeks high current income. Capital appreciation is SSBC
Portfolio a secondary objective. The Portfolio will invest
at least 65% of its assets in high-yielding
corporate debt obligations and preferred stock.
Smith Barney International Seeks total return on assets from growth of SSBC
Equity Portfolio capital and income by investing at least 65% of
its assets in a diversified portfolio of equity
securities of established non-U.S. issuers.
Smith Barney Large Seeks long-term growth of capital by investing in SSBC
Capitalization Growth equity securities of companies with large market
Portfolio capitalizations.
Smith Barney Large Cap Seeks current income and long-term growth of SSBC
Value Portfolio (formerly income and capital by investing primarily, but not
"Smith Barney Income exclusively, in common stocks.
and Growth Portfolio")
Smith Barney Money Market Seeks maximum current income and preservation of SSBC
Portfolio capital by investing in high quality, short-term
money market instruments. An investment in this
fund is neither insured not guaranteed by the U.S.
Government, and there is no assurance that a
stable $1 value per share will be maintained.
Smith Barney Pacific Basin Seeks long-term capital appreciation, through SSBC
Portfolio investment primarily in equity securities of
companies in Asian Pacific Countries.
Travelers Managed Income Seeks high current income consistent with prudent TIA
Portfolio risk of capital through investments in corporate
debt obligations, preferred stocks, and
obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities.
Van Kampen Enterprise Seeks capital appreciation through investment in SSBC
Portfolio securities believed to have above-average Subadviser: Van Kampen Asset
potential for capital appreciation. Any income Management Inc.
received on such securities is incidental to the
objective of capital appreciation.
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio Seeks current income and capital appreciation by Travelers Asset Management
investing in convertible securities and in International Corporation
combinations of nonconvertible fixed-income ("TAMIC")
securities and warrants or call options that
together resemble convertible securities.
Disciplined Mid Cap Stock Seeks growth of capital by investing primarily in TAMIC
Portfolio a broadly diversified portfolio of common stocks. Subadviser: Travelers
Investment Management Company
("TIMCO")
Disciplined Small Cap Stock Seeks long term capital appreciation by investing TAMIC
Portfolio primarily (at least 65% of its total assets) in Subadviser: TIMCO
the common stocks of U.S. Companies with
relatively small market capitalizations at the
time of investment.
MFS Emerging Growth Seeks long-term growth of capital. Dividend and TAMIC
Portfolio interest income from portfolio securities, if any, Subadviser: MFS
is incidental.
MFS Research Portfolio Seeks to provide long-term growth of capital and TAMIC
future income. Subadviser: MFS
</TABLE>

12
<PAGE> 15

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. 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, 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.

We may also deduct a charge for taxes.

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

We may reduce or eliminate the withdrawal charge, the administrative charges,
the mortality and expense risk charge, and the distribution 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. In no event will we reduce or eliminate the withdrawal charge
or the administrative charge where such reduction or elimination would be
unfairly discriminatory to any person.

13
<PAGE> 16

WITHDRAWAL CHARGE

We do not deduct a sales charge from purchase payments when they are applied
under the Contract. However, a withdrawal charge will be deducted if any or all
of the contract value is withdrawn during the first six years following a
purchase payment. The length of time from when we receive the purchase payment
to the time of withdrawal determines the amount of the charge. We will deduct
the withdrawal charge from the total amount requested unless you instruct us to
deduct it from the remaining contract value.

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

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

For purposes of the withdrawal charge calculation, we will make withdrawals in
the following order:

(1) first from any purchase payments to which no withdrawal charge is
applicable;

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

(3) next from any purchase payments to which withdrawal charges are
applicable (on a first-in, first-out basis); and, finally

(4) then from any Contract earnings.

NOTE: Any free withdrawals taken will not reduce purchase payments still
subject to a withdrawal charge.

We will not deduct a withdrawal charge:

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

(2) if an annuity payout has begun;

(3) due to a minimum distribution under our minimum distribution rules
then in effect; or

(4) if an income option of at least five year's duration is begun after
the first contract year.

FREE WITHDRAWAL ALLOWANCE

After the first contract year, you may withdraw up to 15% of the contract value
annually, without a withdrawal charge. (If you have purchase payments no longer
subject to a withdrawal charge, the maximum you may withdraw without a
withdrawal charge is the greater of (a) the free withdrawal allowance, or (b)
the total amount of purchase payments no longer subject to a withdrawal charge.
Note: Any free withdrawal taken will reduce purchase payments no longer subject
to a withdrawal charge.) The available amount will be calculated as of the end
of the previous contract year. The free withdrawal allowance applies to any
partial withdrawals and to full withdrawals, except those transferred directly
to annuity contracts issued by other financial institutions. In Washington
state, the free withdrawal provision applies to all withdrawals.

ADMINISTRATIVE CHARGES

We deduct a Contract administrative charge of $30 annually. This charge
compensates us for expenses incurred in establishing and maintaining the
Contract. This charge is deducted on the fourth Friday of each August by
canceling accumulation units from each funding option on a pro rata basis. This
charge will be prorated from the date of purchase to the next charge deduction

14
<PAGE> 17

date. A prorated charge will also be made if the Contract is completely
withdrawn or terminated. We will not deduct a contract administrative charge:

(1) from the distribution of death proceeds;

(2) after an annuity payout has begun, or if the contract value on the
date of assessment is equal to or greater than $40,000.

An administrative expense charge (sometimes called "sub-account administrative
charge") is deducted on each business day from amounts allocated to the variable
funding options. This charge compensates us for certain related administrative
and operating expenses. The charge equals, on an annual basis, 0.15% of the
daily net asset value allocated to each of the variable funding options.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk ("m & e")
charge from amounts held in the variable funding options. The deduction is
reflected in our calculation of accumulation and annuity unit values. For those
contract owners who have elected a standard death benefit, the m & e charge
equals, on an annual basis, 1.02% of the amounts held in each funding option.
For those who have elected the enhanced death benefit, the m & e equals 1.30%.
We reserve the right to lower this charge at any time.

FUNDING OPTION EXPENSES

The charges and expenses of the various funding options are summarized in the
fee table and are described in the accompanying prospectuses.

PREMIUM TAX

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

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

TRANSFERS

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

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

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

15
<PAGE> 18

accumulation phase of the Contract so that more accumulation units are purchased
in a funding option if the value per unit is low and fewer accumulation units
are purchased if the value per unit is high. Therefore, a lower-than-average
cost per unit may be achieved over the long run.

You may elect the DCA Program through written request or other method acceptable
to the Company. You must have a minimum total contract value of $5,000 to enroll
in the DCA Program. The minimum amount that may be transferred through this
program is $100.

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

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

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

You may start or stop participation in the DCA Program at any time, but you must
give the Company at least 30 days' notice to change any automated transfer
instructions that are currently in place. If you stop the Special DCA Program
and elect to remain in the Fixed Account, your contract value will be credited
for the remainder of 6 or 12 months with the interest rate for non-Program
funds.

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

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

ACCESS TO YOUR MONEY

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

Any time before the maturity date, you may redeem all or any portion of the cash
surrender value, that is, the contract value, less any withdrawal charge and any
premium tax not previously deducted. You must submit a written request
specifying the fixed or variable funding option(s) from which amounts are to be
withdrawn. The cash surrender value will be determined as of the close of
business after we receive your surrender request at the Home Office. The cash
surrender value may be more or less than the purchase payments made depending on
the contract value at the time of surrender. For information about withdrawals
from your payout option after the Maturity Date (with no life contingency),
refer to the Statement of Additional Information.

16
<PAGE> 19

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

SYSTEMATIC WITHDRAWALS

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

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

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

LOANS

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

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

TYPES OF OWNERSHIP

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

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

JOINT OWNER. For nonqualified contracts only, joint owners (i.e., spouses) may
be named in a written request before the Contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them. All rights of a joint owner end at
death if the other joint owner survives. If the first joint owner to die is also
the annuitant, the death benefit will be paid to the beneficiary if there is no
contingent annuitant. If the first joint owner to die is not the annuitant, the
entire interest of the deceased joint owner in the Contract will pass to the
surviving joint owner.

SUCCEEDING OWNER. For nonqualified contracts only, if joint owners are not
named, the contract owner may name a succeeding owner in a written request. The
succeeding owner becomes the contract owner if living when the contract owner
dies. The succeeding owner has no interest in the

17
<PAGE> 20

Contract before then. The contract owner may change or delete a succeeding owner
by written request.

BENEFICIARY

You name the beneficiary in a written request. The beneficiary has the right to
receive any remaining contractual benefits upon the death of the annuitant or
the contract owner. If more than one beneficiary survives the annuitant, they
will share equally in benefits unless the Company receives other instructions by
written request before the death of the annuitant or contract owner.

With nonqualified contracts, as discussed under "Death Benefit," the beneficiary
named in the Contract may differ from the designated beneficiary. (For example,
the designated beneficiary may be the joint owner.) In such cases, the
designated beneficiary receives the contract (rather than the beneficiary) upon
your death.

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

ANNUITANT

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

For nonqualified Contracts only, where the owner and annuitant are not the same
person, the contract owner may also name one Individual as a contingent
annuitant by written request before the Contract becomes effective. If the
annuitant dies before the maturity date while the owner is still living and a
contingent annuitant has been named, the contingent annuitant becomes the
annuitant, and the contract continues. However, if the annuitant who is also the
owner dies before the maturity date, the death benefit is paid to the
beneficiary. The contingent annuitant does not become the annuitant and is not
entitled to receive any contract benefits. A contingent annuitant may not be
changed, deleted or added after the Contract becomes effective.

DEATH BENEFIT

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

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

DEATH PROCEEDS BEFORE THE MATURITY DATE

STANDARD DEATH BENEFIT

DEATH OF ANY OWNER OR THE ANNUITANT BEFORE AGE 75. The Company will pay to the
beneficiary a death benefit in an amount equal to the greatest of (1), (2) or
(3) below, each reduced by any applicable premium tax or outstanding loans :

1) the contract value;

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

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

18
<PAGE> 21

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 75, BUT BEFORE AGE 85 (AGE
90 IN FLORIDA). The Company will pay to the Beneficiary a death benefit in an
amount equal to the greatest of (1), (2) or (3) below, each reduced by any
applicable premium tax or outstanding loans.

1) the contract value;

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

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

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 85. The Company will pay to
the beneficiary a death benefit in an amount equal to the contract value, less
any applicable premium tax or outstanding loans.

ENHANCED DEATH BENEFIT

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

1) the contract value;

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

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

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 80, BUT BEFORE AGE 90. The
Company will pay to the beneficiary the greatest of (1), (2) or (3) below, each
reduced by any applicable premium tax or outstanding loans.

1) the contract value;

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

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

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 90. The death benefit
payable as of the Death Report Date will be the Contract Value, less any
applicable premium tax or outstanding loans.

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

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

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

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

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

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

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

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

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

19
<PAGE> 22

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

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

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

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

PAYMENT OF PROCEEDS

The process of paying death benefit proceeds under various situations is
described below. 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.

DEATH OF ANNUITANT WHO IS THE CONTRACT OWNER. The Company will pay the proceeds
to the beneficiary(ies), or if none, to the contract owner's estate.

Under a nonqualified contract, the death benefit proceeds must be distributed to
the beneficiary within five years of the contract owner's death. Or, the
beneficiary may elect to receive payments from an annuity which begins within
one year of the contract owner's death and is payable over the life of the
beneficiary or over a period not exceeding the beneficiary's life expectancy.

Under a nonqualified contract, if the beneficiary is the contract owner's
spouse, he or she may elect to continue the contract as the new contract owner
rather than receiving the distribution. In such case, the distribution rules
applicable when a contract owner dies generally will apply when that spouse, as
contract owner, dies.

DEATH OF ANNUITANT WHO IS NOT THE CONTRACT OWNER (NONQUALIFIED CONTRACTS
ONLY). If there is no contingent annuitant, the Company will pay the death
proceeds to the beneficiary. However, if there is a contingent annuitant, he or
she becomes the annuitant and the Contract continues in effect (generally using
the original maturity date). The proceeds described above will be paid upon the
death of the last surviving contingent annuitant.

DEATH OF CONTRACT OWNER WHO IS NOT THE ANNUITANT (NONQUALIFIED CONTRACTS
ONLY). The Company will pay the proceeds to any surviving joint owner, or if
none, to the beneficiary(ies), or if none, to the contract owner's estate. If
the surviving joint owner (or if none, the beneficiary) is the Contract Owner's
spouse, he or she may elect to continue the contract as the new contract owner
rather than receiving the distribution.

ENTITY AS OWNER. In the case of a nonqualified Contract owned by a nonnatural
person (e.g. a trust or another entity), the death benefit will be paid only
upon the death of the annuitant.

DEATH PROCEEDS AFTER THE MATURITY DATE

If the owner or 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.

20
<PAGE> 23

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

MATURITY DATE

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

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

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

ALLOCATION OF ANNUITY

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

VARIABLE ANNUITY

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

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

The first monthly payment amount depends on the annuity option elected and the
annuitant's adjusted age. The Contract contains a formula for determining the
adjusted age. We calculate the

21
<PAGE> 24

first monthly payment by multiplying the benefit per $1,000 applied, shown in
the Contract tables, by the number of thousands of dollars of Contract value
applied to the annuity option. We also factor in an assumed daily net investment
factor of 3%. This assumed daily net investment factor is used to determine the
guaranteed payout rates shown. If net investment rates are higher at the time
annuitization is selected, payout rates will be higher than those shown. Payout
rates will not be lower than those shown. We reserve the right to require
satisfactory proof of an annuitant's age before we make the first annuity
payment.

HOW WE DETERMINE THE PAYMENTS AFTER THE FIRST. The dollar amount of all annuity
payments after the first will change from month to month based on the investment
performance of the applicable funding options. The total amount of each annuity
payment will equal the sum of the basic payments in each funding option. The
actual amounts of these payments are determined by multiplying the number of
annuity units credited to each funding option by the corresponding annuity unit
value as of the date 14 days before the payment is due.

FIXED ANNUITY

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

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

ELECTION OF OPTIONS

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

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

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

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

ANNUITY OPTIONS

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

22
<PAGE> 25

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

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

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

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

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

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

INCOME OPTIONS

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

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

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

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

23
<PAGE> 26

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

RIGHT TO RETURN

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

TERMINATION

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

REQUIRED REPORTS

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

SUSPENSION OF PAYMENTS

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

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

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

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

The Travelers Fund BD II for Variable Annuities ("Fund BD II") was established
on February 22, 1995 and is registered with the SEC as a unit investment trust
("Separate Account") under the Investment Company Act of 1940, as amended (the
"1940 Act"). The assets of Fund BD II will be invested exclusively in the shares
of the variable funding options.

24
<PAGE> 27

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

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

PERFORMANCE INFORMATION

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

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

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

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

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

25
<PAGE> 28

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

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

GENERAL TAXATION OF ANNUITIES

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

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

NONQUALIFIED ANNUITY CONTRACTS

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

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

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

Federal tax law requires that nonqualified annuity contracts meet minimum
mandatory distribution requirements upon the death of the contract owner,
including the first of joint owners. If these

26
<PAGE> 29

requirements are not met, the surviving joint owner, or the beneficiary, will
have to pay taxes prior to distribution. The distribution required depends,
among other things, upon whether an annuity option is elected or whether the new
contract owner is the surviving spouse. We will administer Contracts in
accordance with these rules and we will notify you when you should begin
receiving payments.

QUALIFIED ANNUITY CONTRACTS

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

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

OWNERSHIP OF THE INVESTMENTS

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

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

27
<PAGE> 30

voluntary transactions in existing contracts. The Company therefore reserves the
right to modify the contract as necessary to attempt to prevent Contract Owners
from being considered the owner of the assets of the separate account.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

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

THE INSURANCE COMPANY

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

FINANCIAL STATEMENTS

The financial statements for the insurance company are located in the Statement
of Additional Information. The financial statements for the separate account
will be available through annual reports to shareholders. These reports are
accessible through the SEC's website that appears on page 1 of the prospectus.

IMSA

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

YEAR 2000 COMPLIANCE

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

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

28
<PAGE> 31

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

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

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

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

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

CONFORMITY WITH STATE AND FEDERAL LAWS

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

VOTING RIGHTS

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

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the Separate Account,
the Principal Underwriter or the Company. Legal matters in connection with the
federal laws and regulations affecting the issue and sale of the Contract
described in this Prospectus, as well as the organization of the Company, its
authority to issue variable annuity contracts under Connecticut law and the
validity of the forms of the variable annuity contracts under Connecticut law,
have been passed on by the General Counsel of the Company.

29
<PAGE> 32

[CAPTION]

<TABLE>
<CAPTION>
APPENDIX A
- ---------------------------------------------------------------------------------------------------------------------------------
CONDENSED FINANCIAL INFORMATION
THE TRAVELERS FUND BD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PERIOD FROM
11/8/95
YEAR ENDED YEAR ENDED YEAR ENDED (EFFECTIVE DATE) TO
DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995
STANDARD ENHANCED STANDARD ENHANCED STANDARD ENHANCED STANDARD ENHANCED
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
SMALL CAP PORTFOLIO (5/98)
Unit Value at beginning of period..... $ 1.000 $ 1.000 -- -- -- -- -- --
Unit Value at end of period........... 0.852 0.851 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands).................. 1,713 252 -- -- -- -- -- --
GREENWICH STREET SERIES FUND:
TOTAL RETURN PORTFOLIO (11/95)*
Unit Value at beginning of period..... $ 1.790 $ 1.775 $ 1.550 $ 1.541 $ 1.251 $ 1.247 $ 1.010 $ 1.010
Unit Value at end of period........... 1.857 1.836 1.790 1.775 1.550 1.541 1.251 1.247
Number of units outstanding at end of
period (thousands).................. 42,830 9,429 33,686 5,975 14,921 2,044 651 149
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
SALOMON BROTHERS VARIABLE INVESTORS
FUND (5/98)*
Unit Value at beginning of period..... $ 1.000 $ 1.000 -- -- -- -- -- --
Unit Value at end of period........... 1.014 1.012 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands).................. 1,024 199 -- -- -- -- -- --
SALOMON BROTHERS VARIABLE TOTAL RETURN
FUND (5/98)*
Unit Value at beginning of period..... $ 1.000 $ 1.000 -- -- -- -- -- --
Unit Value at end of period........... 0.997 0.996 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands).................. 761 128 -- -- -- -- -- --
SMITH BARNEY CONCERT ALLOCATION SERIES
INC.:
SELECT HIGH GROWTH PORTFOLIO** (3/97)*
Unit Value at beginning of period..... $ 1.090 $ 1.087 $ 0.970 $ 0.969 $ -- $ -- $ -- $ --
Unit Value at end of period........... 1.242 1.236 1.090 1.087 -- -- -- --
Number of units outstanding at end of
period (thousands).................. 3,435 622 2,657 391 -- -- -- --
SELECT GROWTH PORTFOLIO (3/97)*
Unit Value at beginning of period..... $ 1.099 $ 1.097 $ 1.000 $ 1.000 $ -- $ -- $ -- $ --
Unit Value at end of period........... 1.238 1.232 1.099 1.097 -- -- -- --
Number of units outstanding at end of
period (thousands).................. 5,356 2,329 3,396 1,191 -- -- -- --
SELECT BALANCED PORTFOLIO (3/97)*
Unit Value at beginning of period..... $ 1.093 $ 1.091 $ 1.000 $ 1.000 $ -- $ -- $ -- $ --
Unit Value at end of period........... 1.183 1.177 1.093 1.091 -- -- -- --
Number of units outstanding at end of
period (thousands).................. 7,216 2,594 4,148 1,789 -- -- -- --
SELECT CONSERVATIVE PORTFOLIO**
(3/97)*
Unit Value at beginning of period..... $ 1.108 $ 1.105 $ 1.000 $ 1.000 $ -- $ -- $ -- $ --
Unit Value at end of period........... 1.162 1.156 1.108 1.105 -- -- -- --
Number of units outstanding at end of
period (thousands).................. 1,424 305 863 105 -- -- -- --
</TABLE>

A-1
<PAGE> 33

[CAPTION]

<TABLE>
<CAPTION>
APPENDIX A
- ---------------------------------------------------------------------------------------------------------------------------------
CONDENSED FINANCIAL INFORMATION
THE TRAVELERS FUND BD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PERIOD FROM
11/8/95
YEAR ENDED YEAR ENDED YEAR ENDED (EFFECTIVE DATE) TO
DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995
STANDARD ENHANCED STANDARD ENHANCED STANDARD ENHANCED STANDARD ENHANCED
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECT INCOME PORTFOLIO** (3/97)*
Unit Value at beginning of period..... $ 1.106 $ 1.104 $ 1.000 $ 1.000 $ -- $ -- $ -- $ --
Unit Value at end of period........... 1.154 1.148 1.106 1.104 -- -- -- --
Number of units outstanding at end of
period (thousands).................. 1,102 76 364 25 -- -- -- --
TRAVELERS SERIES FUND INC.
AIM CAPITAL APPRECIATION PORTFOLIO
(11/95)*
Unit Value at beginning of period..... $ 1.206 $ 1.198 $ 1.088 $ 1.084 $ 0.958 $ 0.957 $ 1.000 $ 1.000
Unit Value at end of period........... 1.397 1.385 1.206 1.198 1.088 1.084 0.958 0.957
Number of units outstanding at end of
period (thousands).................. 59,824 11,522 48,942 8,845 29,460 4,246 2,537 908
ALLIANCE GROWTH PORTFOLIO (11/95)*
Unit Value at beginning of period..... $ 2.276 $ 2.254 $ 1.785 $ 1.772 $ 1.396 $ 1.390 $ 1.390 $ 1.385
Unit Value at end of period........... 2.903 2.867 2.276 2.254 1.785 1.772 1.396 1.390
Number of units outstanding at end of
period (thousands).................. 67,640 13,083 47,935 8,482 24,031 3,613 1,574 453
G.T. GLOBAL STRATEGIC INCOME PORTFOLIO
(11/95)*
Unit Value at beginning of period..... $ 1.397 $ 1.383 $ 1.316 $ 1.306 $ 1.121 $ 1.116 $ 1.057 $ 1.054
Unit Value at end of period........... 1.359 1.342 1.397 1.383 1.316 1.306 1.121 1.116
Number of units outstanding at end of
period (thousands).................. 5,481 973 5,016 954 1,833 463 33 80
MFS TOTAL RETURN PORTFOLIO (11/95)*
Unit Value at beginning of period..... $ 1.648 $ 1.632 $ 1.376 $ 1.366 $ 1.216 $ 1.211 $ 0.979 $ 0.977
Unit Value at end of period........... 1.819 1.796 1.648 1.632 1.376 1.366 1.216 1.211
Number of units outstanding at end of
period (thousands).................. 58,653 11,646 34,928 6,139 16,651 1,810 913 102
PUTNAM DIVERSIFIED INCOME PORTFOLIO
(11/95)*
Unit Value at beginning of period..... $ 1.332 $ 1.319 $ 1.252 $ 1.243 $ 1.170 $ 1.165 $ 1.009 $ 1.007
Unit Value at end of period........... 1.326 1.309 1.332 1.319 1.252 1.243 1.170 1.165
Number of units outstanding at end of
period (thousands).................. 29,566 7,312 19,504 3,953 10,424 1,461 824 126
SMITH BARNEY HIGH INCOME PORTFOLIO
(11/95)*
Unit Value at beginning of period..... $ 1.463 $ 1.448 $ 1.300 $ 1.291 $ 1.162 $ 1.157 $ 1.111 $ 1.108
Unit Value at end of period........... 1.452 1.434 1.463 1.448 1.300 1.291 1.162 1.157
Number of units outstanding at end of
period (thousands).................. 31,054 4,740 21,213 2,640 7,719 970 243 332
SMITH BARNEY INTERNATIONAL EQUITY
PORTFOLIO (11/95)*
Unit Value at beginning of period..... $ 1.240 $ 1.228 $ 1.222 $ 1.213 $ 1.050 $ 1.046 $ 0.955 $ 0.954
Unit Value at end of period........... 1.305 1.289 1.240 1.228 1.222 1.213 1.050 1.046
Number of units outstanding at end of
period (thousands).................. 38,529 6,199 31,311 4,872 16,855 2,010 556 201
SMITH BARNEY LARGE CAPITALIZATION
GROWTH (5/98)*
Unit Value at beginning of period..... $ 1.000 $ 1.000 $ -- $ -- $ -- $ -- $ -- $ --
Unit Value at end of period........... 1.237 1.234 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands).................. 12,176 1,447 -- -- -- -- -- --
</TABLE>

A-2
<PAGE> 34

[CAPTION]

<TABLE>
<CAPTION>
APPENDIX A
- ---------------------------------------------------------------------------------------------------------------------------------
CONDENSED FINANCIAL INFORMATION
THE TRAVELERS FUND BD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PERIOD FROM
11/8/95
YEAR ENDED YEAR ENDED YEAR ENDED (EFFECTIVE DATE) TO
DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995
STANDARD ENHANCED STANDARD ENHANCED STANDARD ENHANCED STANDARD ENHANCED
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SMITH BARNEY LARGE CAP VALUE
PORTFOLIO(11/95)*
(formerly Smith Barney Income and
Growth Portfolio)
Unit Value at beginning of period..... $ 1.913 $ 1.894 $ 1.528 $ 1.517 $ 1.291 $ 1.285 $ 0.981 $ 0.980
Unit Value at end of period........... 2.076 2.050 1.913 1.894 1.528 1.517 1.291 1.285
Number of units outstanding at end of
period (thousands).................. 40,967 8,249 27,117 4,645 11,906 1,606 596 146
SMITH BARNEY MONEY MARKET PORTFOLIO
(11/95)*
Unit Value at beginning of period..... $ 1.140 $ 1.129 $ 1.098 $ 1.090 $ 1.058 $ 1.054 $ 1.016 $ 1.014
Unit Value at end of period........... 1.184 1.169 1.140 1.129 1.098 1.090 1.058 1.054
Number of units outstanding at end of
period (thousands).................. 41,370 6,024 25,661 2,417 22,962 2,362 2,374 820
SMITH BARNEY PACIFIC BASIN PORTFOLIO
(11/95)*
Unit Value at beginning of period..... $ 0.700 $ 0.693 $ 0.983 $ 0.977 $ 0.910 $ 0.906 $ 0.899 $ 0.898
Unit Value at end of period........... 0.742 0.733 0.700 0.693 0.983 0.977 0.910 0.906
Number of units outstanding at end of
period (thousands).................. 5,083 1,023 5,124 862 2,755 467 37 20
TRAVELERS MANAGED INCOME PORTFOLIO
(11/95)*
Unit Value at beginning of period..... $ 1.261 $ 1.248 $ 1.163 $ 1.154 $ 1.142 $ 1.137 $ 1.097 $ 1.093
Unit Value at end of period........... 1.309 1.293 1.261 1.248 1.163 1.154 1.142 1.137
Number of units outstanding at end of
period (thousands).................. 11,544 2,823 4,489 1,001 2,636 266 226 90
VAN KAMPEN ENTERPRISE PORTFOLIO
(11/95)*
Unit Value at beginning of period..... $ 2.103 $ 2.083 $ 1.655 $ 1.643 $ 1.362 $ 1.356 $ 1.362 $ 1.357
Unit Value at end of period........... 2.601 2.568 2.103 2.083 1.655 1.643 1.362 1.356
Number of units outstanding at end of
period (thousands).................. 35,644 6,741 24,635 4,385 11,360 1,644 765 329
TRAVELERS SERIES TRUST:
CONVERTIBLE BOND PORTFOLIO (5/98)*
Unit Value at beginning of period..... $ 1.000 $ 1.000 $ -- $ -- $ -- $ -- $ -- $ --
Unit Value at end of period........... 1.001 0.999 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands).................. 418 22 -- -- -- -- -- --
DISCIPLINED MID CAP STOCK PORTFOLIO
(5/98)*
Unit Value at beginning of period..... $ 1.000 $ 1.000 $ -- $ -- $ -- $ -- $ -- $ --
Unit Value at end of period........... 1.064 1.063 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands).................. 550 28 -- -- -- -- -- --
DISCIPLINED SMALL CAP STOCK PORTFOLIO
(5/98)*
Unit Value at beginning of period..... $ 1.000 $ 1.000 $ -- $ -- $ -- $ -- $ -- $ --
Unit Value at end of period........... 0.896 0.894 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands).................. 365 17 -- -- -- -- -- --
MFS EMERGING GROWTH PORTFOLIO (11/96)*
Unit Value at beginning of period..... $ 1.204 $ 1.200 $ 1.005 $ 1.005 $ 1.000 $ 1.000 $ -- $ --
Unit Value at end of period........... 1.599 1.589 1.204 1.200 1.500 1.005 -- --
Number of units outstanding at end of
period (thousands).................. 29,937 7,522 17,295 4,256 2,506 466 -- --
</TABLE>

A-3
<PAGE> 35

[CAPTION]

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

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

The financial statements of Fund BD II are contained in the Annual Report to
Contract Owners, which is incorporated by reference in the Statement of
Additional Information. The financial statements of Travelers Life and Annuity
are contained in the Statement of Additional Information.

Funding options not listed above were not yet available through the Separate
Account as of December 31, 1998.

"Number of Units outstanding at end of period" may include units for contract
owners in the payout phase.

A-4
<PAGE> 36

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

THE FIXED ACCOUNT

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

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

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

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

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

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

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

TRANSFERS

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

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

B-1
<PAGE> 37

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

ENHANCED DEATH BENEFIT FOR CONTRACTS ISSUED BEFORE JUNE 1, 1997.

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

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

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

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

C-1
<PAGE> 38

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

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and
financial statements relating to The Travelers 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, 1999 (Form No.
L-12540S) are available without charge. To request a copy, please clip this
coupon on the dotted line, enter your name and address in the spaces provided
below, and mail to: The Travelers Life and Annuity Company, Annuity Investor
Services, One Tower Square, Hartford, Connecticut 06183-9061.

Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

D-1
<PAGE> 39

PART B

Information Required in a Statement of Additional Information

<PAGE> 40

VINTAGE

STATEMENT OF ADDITIONAL INFORMATION

dated

May 1, 1999

for

THE TRAVELERS FUND BD II FOR VARIABLE ANNUITIES

ISSUED BY

THE TRAVELERS LIFE AND ANNUITY COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Individual Variable Annuity
Contract Prospectus dated May 1, 1999. A copy of the Prospectus may be obtained
by writing to The Travelers Life and Annuity Company, Annuity Investor Services,
One Tower Square, Hartford, Connecticut 06183-9061, or by calling 1-800-842-8573
or by accessing the Securities and Exchange Commission's website at
http://www.sec.gov. This SAI should be read in conjunction with the accompanying
1998 Annual Report for the Fund.

TABLE OF CONTENTS

THE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . 2

PRINCIPAL UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . . . 2

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT . . . . . . . . . . 2

VALUATION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . 3

MIXED AND SHARED FUNDING . . . . . . . . . . . . . . . . . . . . . . . 4

PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 4

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . 8

INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . 11

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . F-1

<PAGE> 41

THE INSURANCE COMPANY

The Travelers Life and Annuity Company (the "Company") is a stock
insurance company chartered in 1973 in Connecticut and continuously engaged in
the insurance business since that time. The Company is licensed to conduct a
life insurance business in all states, (except New Hampshire and New York) and
the District of Columbia and Puerto Rico. The Company's Home Office is located
at One Tower Square Hartford, Connecticut 06183 and its telephone number is
(860) 277-0111.

The Company is a wholly owned subsidiary of The Travelers Insurance
Company, which is indirectly owned, through a wholly owned subsidiary, by
Citigroup Inc. Citigroup Inc. consists of businesses that produce a broad range
of financial services, including asset management, banking and consumer finance,
credit and charge cards, insurance, investments, investment banking and trading.
Among its businesses are Citibank, Commercial Credit, Primerica Financial
Services, Salomon Smith Barney, Salomon Smith Barney Asset Management, and
Travelers Property Casualty.

STATE REGULATION. The Company is subject to the laws of the state of Connecticut
governing insurance companies and to regulation by the Insurance Commissioner of
the state of Connecticut (the "Comissioner"). An annual statement covering the
operations of the Company for the preceding year, as well as its financial
conditions as of December 31 of such year, must be filed with the Commissioner
in a prescribed format on or before March 1 of each year. The Company's books
and assets are subject to review or examination by the Commissioner or his
agents at all times, and a full examination of its operations is conducted at
least once every four years.

The Company is also subject to the insurance laws and regulations of
all other states in which it is licensed to operate. However, the insurance
departments of each of these states generally apply the laws of the home state
(jurisdiction of domicile) in determining the field of permissible investments.

THE SEPARATE ACCOUNT. Fund BD II meets the definition of a separate account
under the federal securities laws, and will comply with the provisions of the
1940 Act. Additionally, the operations of Fund BD II are subject to the
provisions of Section 38a-433 of the Connecticut General Statutes which
authorizes the Commissioner to adopt regulations under it. Section 38a-433
contains no restrictions on the investments of the Separate Account, and the
Commissioner has adopted no regulations under the Section that affect the
Separate Account.

PRINCIPAL UNDERWRITER

CFBDS, Inc. serves as principal underwriter for Fund BD II and the
Contracts. The offering is continuous. CFBDS's principal executive offices are
located at 21 Milk Street, Boston, Massachusetts. CFBDS is not affiliated with
the Company or Fund BD II.

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT

Under the terms of the Distribution and Principal Underwriting
Agreement among Fund BD II, CFBDS and the Company, CFBDS acts as agent for the
distribution of the Contracts and as principal underwriter for the Contracts.
The Company reimburses CFBDS for certain sales and overhead expenses connected
with sales functions.

2
<PAGE> 42

VALUATION OF ASSETS

FUNDING OPTIONS: The value of the assets of each Funding Option is determined on
each business day as of the close of the New York Stock Exchange. Each security
traded on a national securities exchange is valued at the last reported sale
price on the business day. If there has been no sale on that day, then the value
of the security is taken to be the mean between the reported bid and asked
prices on the business day or on the basis of quotations received from a
reputable broker or any other recognized source.

Any security not traded on a securities exchange but traded in the
over-the-counter-market and for which market quotations are readily available is
valued at the mean between the quoted bid and asked prices on the business day
or on the basis of quotations received from a reputable broker or any other
recognized source.

Securities traded on the over-the-counter-market and listed securities
with no reported sales are valued at the mean between the last reported bid and
asked prices or on the basis of quotations received from a reputable broker or
other recognized source.

Short-term investments for which a quoted market price is available are
valued at market. Short-term investments maturing in more than sixty days for
which there is no reliable quoted market price are valued by "marking to market"
(computing a market value based upon quotations from dealers or issuers for
securities of a similar type, quality and maturity.) "Marking to market" takes
into account unrealized appreciation or depreciation due to changes in interest
rates or other factors which would influence the current fair values of such
securities. Short-term investments maturing in sixty days or less for which
there is no reliable quoted market price are valued at amortized cost which
approximates market.

THE CONTRACT VALUE: The value of an Accumulation Unit on any business day is
determined by multiplying the value on the preceding business day by the net
investment factor for the valuation period just ended. The net investment factor
is used to measure the investment performance of a Funding Option from one
valuation period to the next. The net investment factor for a Funding Option for
any valuation period is equal to the sum of 1.000000 plus the net investment
rate (the gross investment rate less any applicable Funding Option deductions
during the valuation period relating to the mortality and expense risk charge
and the administrative expense charge). The gross investment rate of a Funding
Option is equal to (a) minus (b), divided by (c) where:

(a)= investment income plus capital gains and losses (whether
realized or unrealized);
(b)= any deduction for applicable taxes (presently zero); and
(c)= the value of the assets of the Funding Option at the beginning of
the valuation period.

The gross investment rate may be either positive or negative. A Funding
Option's investment income includes any distribution whose ex-dividend date
occurs during the valuation period.

ACCUMULATION UNIT VALUE. The value of the accumulation unit for each Funding
Option was initially established at $1.00. The value of an accumulation unit on
any business day is determined by multiplying the value on the preceding
business day by the net investment factor for the valuation

3
<PAGE> 43

period just ended. The net investment factor is calculated for each Funding
Option and takes into account the investment performance, expenses and the
deduction of certain expenses.

ANNUITY UNIT VALUE. The initial Annuity Unit Value applicable to each Funding
Option was established at $1.00. An Annuity Unit Value as of any business day is
equal to (a) the value of the Annuity Unit on the preceding business day,
multiplied by (b) the corresponding net investment factor for the business day
just ended, divided by (c) the assumed net investment factor for the valuation
period. (For example, the assumed net investment factor based on an annual
assumed net investment rate of 3.0% for a valuation period of one day is
1.000081 and, for a period of two days, is 1.000081 x 1.000081.) After the
maturity date, withdrawals from the annuity unit value will be permitted only if
you have elected a variable payout option for a fixed period which is not based
on any lifetime. The maximum withdrawal amount will be calculated by computing
the payments at 7% annual interest rate.

MIXED AND SHARED FUNDING

Certain variable annuity separate accounts and variable life insurance
separate accounts may invest in the Funding Options simultaneously (called
"mixed" and "shared" funding). It is conceivable that in the future it may be
disadvantageous to do so. Although the Company and the Funding Options do not
currently foresee any such disadvantages either to variable annuity contract
owners or variable life policy owners, each Funding Option's Board of Directors
intends to monitor events in order to identify any material conflicts between
them and to determine what action, if any, should be taken. If a Board of
Directors was to conclude that separate funds should be established for variable
life and variable annuity separate accounts, the variable annuity contract
owners would not bear any of the related expenses, but variable annuity contract
owners and variable life insurance policy owners would no longer have the
economies of scale resulting from a larger combined fund.

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of
historical performance for the Funding Options of Fund BD II. The Company may
advertise the "standardized average annual total returns" of the Funding Options
available through the Separate Account, calculated in a manner prescribed by the
Securities and Exchange Commission, as well as the "nonstandardized total
returns," as described below:

STANDARDIZED METHOD. Quotations of average annual total returns are
computed according to a formula in which a hypothetical initial investment of
$1,000 is allocated to a Funding Option, and then related to ending redeemable
values over one-, five- and ten-year periods, or for a period covering the time
during which the Funding Option has been in existence, if less. If a Funding
Option has been in existence for less than one year, the "since inception" total
return performance quotations are year-to-date and are not average annual total
returns. These quotations reflect the deduction of all recurring charges during
each period (on a pro rata basis in the case of fractional periods). The
deduction for the annual contract administrative charge is converted to a
percentage of assets based on the actual fee collected, divided by the average
net assets per contract sold under the Prospectus to which this SAI relates.
Each quotation assumes a total redemption at the end of each period with the
assessment of any applicable withdrawal charge at that time.

4
<PAGE> 44

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. Nonstandard total returns will not
reflect the deduction of the annual contract administrative charge, which, if
reflected, would decrease the level of performance shown. The withdrawal charge
is not reflected because the Contract is designed for long-term investment.

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

Average annual total returns for each of the Funding Options available
under Fund BD II computed according to the standardized and nonstandardized
methods for the period ending December 31, 1998 are set forth in the following
table.

5
<PAGE> 45

VINTAGE
SEC STANDARDIZED PERFORMANCE AS OF 12/31/98

<TABLE>
<CAPTION>
Standard Death Benefit Option Enhanced Death Benefit Option*
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Inception Date 1 Year Inception 1 Year Inception
- -------------------------------------------------------------------------------------------------------------------------------
STOCK ACCOUNTS:
- -------------------------------------------------------------------------------------------------------------------------------
AIM Capital Appreciation Portfolio 10/10/95 9.81% 10.15% 9.49% 9.84%
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 6/20/94 21.51% 26.26% 21.15% 25.91%
- -------------------------------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Portfolio 5/6/98 - -19.36% - -19.52%
- -------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 11/3/96 26.71% 22.06% 26.34% 21.71%
- -------------------------------------------------------------------------------------------------------------------------------
MFS Research Portfolio 5/4/98 - -2.38% - -2.57%
- -------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund 5/4/98 - -4.64% - -4.83%
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney International Equity Portfolio 6/20/94 -0.78% 5.66% -1.08% 5.36%
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth Portfolio 5/6/98 - 17.62% - 17.40%
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Value Portfolio 6/20/94 2.51% 17.19% 2.20% 16.86%
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Pacific Basin Portfolio 6/21/94 0.03% -6.82% -0.27% -7.08%
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Total Return Portfolio 8/31/95 -2.30% 13.14% -2.59% 12.81%
- -------------------------------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio 5/6/98 - -12.09% - -12.25%
- -------------------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Mid Cap Stock Portfolio 5/18/98 - 0.40% - 0.21%
- -------------------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio 5/8/98 - -15.85% - -16.00%
- -------------------------------------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio 6/21/94 17.63% 23.23% 17.28% 22.89%
- -------------------------------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- -------------------------------------------------------------------------------------------------------------------------------
G.T. Global Strategic Income Portfolio 6/21/94 -8.56% 6.62% -8.82% 6.32%
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Diversified Income Portfolio 6/20/94 -6.51% 6.02% -6.77% 5.72%
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney High Income Portfolio 6/22/94 -6.72% 8.21% -6.98% 7.90%
- -------------------------------------------------------------------------------------------------------------------------------
Travelers Convertible Bond Portfolio 5/8/98 - -5.92% - -6.09%
- -------------------------------------------------------------------------------------------------------------------------------
Travelers Managed Income Portfolio 6/28/94 -2.19% 5.75% -2.48% 5.45%
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- -------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 6/20/94 4.33% 13.79% 4.02% 13.47%
- -------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Total Return Fund 5/6/98 - -6.27% - -6.44%
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Concert Select Balanced Portfolio 3/10/97 2.21% 6.59% 1.90% 6.28%
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Concert Select Growth Portfolio 3/11/97 6.58% 9.45% 6.27% 9.12%
- -------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Money Market Portfolio 6/20/94 -2.21% 3.36% -2.50% 3.07%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The inception date used to calculate standarized performance is based on the
date that the investment option became active under the product. Returns for
periods less than one year are cumulative.

* Enchanced Death Benefit Option currently not available in all states.

<PAGE> 46

VINTAGE
NONSTANDARDIZED PERFORMANCE AS OF 12/31/98

<TABLE>
<CAPTION>
Standard Death Benefit Option
- ------------------------------------------------------------------------------------------------------
Inception Since
Date YTD 1 Year 3 Year Inception
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
STOCK ACCOUNTS:
- ------------------------------------------------------------------------------------------------------
AIM Capital Appreciation Portfolio 10/10/95 15.85% 15.85% 13.39% 10.92%
- ------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 6/20/94 27.55% 27.55% 27.62% 26.50%
- ------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Portfolio 8/31/90 -4.59% -4.59% 8.26% 24.99%
- ------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 8/30/96 32.76% 32.76% - 24.85%
- ------------------------------------------------------------------------------------------------------
MFS Research Portfolio 3/23/98 - - - 4.97%
- ------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund 2/17/98 - - - 9.45%
- ------------------------------------------------------------------------------------------------------
Smith Barney International Equity Portfolio 6/20/94 5.25% 5.25% 7.51% 6.05%
- ------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth Portfolio 5/1/98 - - - 23.66%
- ------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Value Portfolio 6/20/94 8.55% 8.55% 17.14% 17.48%
- ------------------------------------------------------------------------------------------------------
Smith Barney Pacific Basin Portfolio 6/21/94 6.07% 6.07% -6.58% -6.37%
- ------------------------------------------------------------------------------------------------------
Smith Barney Total Return Portfolio 12/3/93 3.74% 3.74% 14.08% 14.57%
- ------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio 5/1/98 - - - -6.44%
- ------------------------------------------------------------------------------------------------------
Travelers Disciplined Mid Cap Stock Portfolio 4/1/97 15.56% 15.56% - 27.95%
- ------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio 5/1/98 - - - -11.71%
- ------------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio 6/21/94 23.67% 23.67% 24.04% 23.49%
- ------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- ------------------------------------------------------------------------------------------------------
G.T. Global Strategic Income Portfolio 6/21/94 -2.69% -2.69% 6.64% 7.01%
- ------------------------------------------------------------------------------------------------------
Putnam Diversified Income Portfolio 6/20/94 -0.50% -0.50% 4.24% 6.41%
- ------------------------------------------------------------------------------------------------------
Smith Barney High Income Portfolio 6/22/94 -0.73% -0.73% 7.69% 8.58%
- ------------------------------------------------------------------------------------------------------
Travelers Convertible Bond Portfolio 5/1/98 - - - 0.12%
- ------------------------------------------------------------------------------------------------------
Travelers Managed Income Portfolio 6/28/94 3.85% 3.85% 4.66% 6.15%
- ------------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- ------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 6/20/94 10.37% 10.37% 14.36% 14.11%
- ------------------------------------------------------------------------------------------------------
Salomon Brothers Total Return Fund 2/17/98 - - - 4.58%
- ------------------------------------------------------------------------------------------------------
Smith Barney Concert Select Balanced Portfolio 3/10/97 8.24% 8.24% - 9.73%
- ------------------------------------------------------------------------------------------------------
Smith Barney Concert Select Growth Portfolio 3/11/97 12.62% 12.62% - 12.53%
- ------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- ------------------------------------------------------------------------------------------------------
Smith Barney Money Market Portfolio 6/20/94 3.83% 3.83% 3.81% 3.79%
- ------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Enhanced Death Benefit Option*
- -------------------------------------------------------------------------------------------
Since
YTD 1 Year 3 Year Inception
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STOCK ACCOUNTS:
- -------------------------------------------------------------------------------------------
AIM Capital Appreciation Portfolio 15.53% 15.53% 13.08% 10.61%
- -------------------------------------------------------------------------------------------
Alliance Growth Portfolio 27.19% 27.19% 27.26% 26.15%
- -------------------------------------------------------------------------------------------
Dreyfus Small Cap Portfolio -4.86% -4.86% 7.95% 24.65%
- -------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 32.38% 32.38% - 24.50%
- -------------------------------------------------------------------------------------------
MFS Research Portfolio - - - 4.74%
- -------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund - - - 9.19%
- -------------------------------------------------------------------------------------------
Smith Barney International Equity Portfolio 4.96% 4.96% 7.21% 5.76%
- -------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth Portfolio - - - 23.44%
- -------------------------------------------------------------------------------------------
Smith Barney Large Cap Value Portfolio 8.24% 8.24% 16.82% 17.15%
- -------------------------------------------------------------------------------------------
Smith Barney Pacific Basin Portfolio 5.77% 5.77% -6.84% -6.63%
- -------------------------------------------------------------------------------------------
Smith Barney Total Return Portfolio 3.45% 3.45% 13.76% 14.38%
- -------------------------------------------------------------------------------------------
Strategic Stock Portfolio - - - -6.61%
- -------------------------------------------------------------------------------------------
Travelers Disciplined Mid Cap Stock Portfolio 15.24% 15.24% - 27.60%
- -------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio - - - -11.88%
- -------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio 23.32% 23.32% 23.70% 23.14%
- -------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- -------------------------------------------------------------------------------------------
G.T. Global Strategic Income Portfolio -2.96% -2.96% 6.34% 6.71%
- -------------------------------------------------------------------------------------------
Putnam Diversified Income Portfolio -0.78% -0.78% 3.95% 6.12%
- -------------------------------------------------------------------------------------------
Smith Barney High Income Portfolio -1.00% -1.00% 7.39% 8.28%
- -------------------------------------------------------------------------------------------
Travelers Convertible Bond Portfolio - - - -0.06%
- -------------------------------------------------------------------------------------------
Travelers Managed Income Portfolio 3.56% 3.56% 4.37% 5.86%
- -------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- -------------------------------------------------------------------------------------------
MFS Total Return Portfolio 10.06% 10.06% 14.04% 13.79%
- -------------------------------------------------------------------------------------------
Salomon Brothers Total Return Fund - - - 4.32%
- -------------------------------------------------------------------------------------------
Smith Barney Concert Select Balanced Portfolio 7.94% 7.94% - 9.43%
- -------------------------------------------------------------------------------------------
Smith Barney Concert Select Growth Portfolio 12.31% 12.31% - 12.21%
- -------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- -------------------------------------------------------------------------------------------
Smith Barney Money Market Portfolio 3.54% 3.54% 3.51% 3.50%
- -------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------
Returns for periods less than one year are cumulative; all others are annualized.

Inception date reflects the date the underlying fund began operating

- -------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 47

FEDERAL TAX CONSIDERATIONS

The following description of the federal income tax consequences under
this Contract is not exhaustive and is not intended to cover all situations.
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 a
contract owner or beneficiary who may make elections under a contract. For
further information, please consult a qualified tax adviser.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

Federal tax law generally requires that minimum annual distributions
begin by April 1st of the calendar year following the calendar year in which a
participant under a qualified plan, a Section 403(b) annuity, or an IRA attains
age 701/2. Distributions must also begin or be continued according to required
patterns following the death of the contract owner or the annuitant.

NONQUALIFIED ANNUITY CONTRACTS

Individuals may purchase tax-deferred annuities without tax law funding
limits. The purchase payments receive no tax benefit, deduction or deferral, but
increases in the value of the contract are generally deferred from tax 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 the income of a contract owner when the
contract owner transfers the contract without adequate consideration.

If two or more 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 the maturity date
will generally be taxed on an income-first basis to the extent of income in the
contract. If you are exchanging another annuity contract for this annuity,
certain pre-August 14, 1982 deposits into an annuity contract that have been
placed in the contract by means of a 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 distribution under the tax law.

The federal tax law requires that nonqualified annuity contracts meet
minimum mandatory distribution requirements upon the death of the contract
owner, including the first of joint owners. Failure to meet these requirements
will cause the surviving joint owner, or the beneficiary to lose the tax
benefits associated with annuity contracts, i.e., primarily the tax deferral
prior to distribution. The distribution required depends, among other things,
upon whether an annuity option is elected or whether the new contract owner is
the surviving spouse. Contracts will be administered by the

8
<PAGE> 48

Company in accordance with these rules and the Company will make a notification
when payments should be commenced.

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). There are certain limits on the deductible amount
based on the adjusted gross income of the individual and spouse and based on
their participation in a retirement plan. If an individual is married and the
spouse does not have earned income, the individual may establish IRAs for the
individual and spouse. Purchase payments may then be made annually into IRAs for
both spouses in the maximum amount of 100% of earned income up to a combined
limit of $4,000.

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.

SIMPLE Plan IRA Form

Effective January 1, 1997, employers may establish a savings incentive
match plan for employees ("SIMPLE plan") under which employees can make elective
salary reduction contributions to an IRA based on a percentage of compensation
of up to $6,000. (Alternatively, the employer can establish a SIMPLE cash or
deferred arrangement under IRS Section 401(k)). Under a SIMPLE plan IRA, the
employer must either make a matching contribution of 100% on the first 3% or 7%
contribution for all eligible employees. Early withdrawals are subject to the
10% early withdrawal penalty generally applicable to IRAs, except that an early
withdrawal by an employee under a SIMPLE plan IRA, within the first two years of
participation, shall be subject to a 25% early withdrawal tax.

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 a "traditional" IRA to a Roth 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.

9
<PAGE> 49

QUALIFIED PENSION AND PROFIT-SHARING PLANS

Under a qualified pension or profit-sharing plan, purchase payments
made by an employer are 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 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 may be eligible for special
forward averaging tax treatment for certain classes of individuals.

FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution which is taxable income to the recipient
will be subject to federal income tax withholding as follows:

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

There is a mandatory 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 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
be subject to 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, if the aggregate distributions
exceed $200 for the year, unless the recipient elects not to have taxes
withheld. If no such election is made, 10% of the 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.

10
<PAGE> 50

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, 1999, a recipient receiving
periodic payments (e.g., monthly or annual payments under an annuity option)
which total $14,700 or less per year, will generally be exempt from periodic
withholding.

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 to cover tax
liabilities.

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

INDEPENDENT ACCOUNTANTS

The financial statements of The Travelers Life and Annuity Company as
of December 31, 1998 and 1997, and for each of the years in the three-year
period ended December 31, 1998, included herein, and the financial statements of
Fund BD II as of December 31, 1998 and for the year ended December 31, 1998,
incorporated herein by reference, have been included or incorporated in reliance
upon the reports of KPMG LLP, independent certified public accountants,
appearing elsewhere herein or incorporated herein by reference, and upon the
authority of said firm as experts in accounting and auditing.

11
<PAGE> 51
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholder
The Travelers Life and Annuity Company:

We have audited the accompanying balance sheets of The Travelers Life and
Annuity Company as of December 31, 1998 and 1997, and the related statements of
income, changes in retained earnings and accumulated other changes in equity
from non-owner sources and cash flows for each of the years in the three-year
period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Travelers Life and Annuity
Company as of December 31, 1998 and 1997, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1998, in conformity with generally accepted accounting principles.

/s/ KPMG LLP
Hartford, Connecticut
January 25, 1999

F-1
<PAGE> 52
THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF INCOME
($ in thousands)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, 1998 1997 1996
---- ---- ----

<S> <C> <C> <C>
REVENUES
Premiums $ 23,677 $ 35,190 $ 17,462
Net investment income 171,003 168,653 151,326
Realized investment gains (losses) 18,493 44,871 (9,613)
Fee income 14,687 5,004 1,336
Other 14,199 3,159 940
- -------------------------------------------------------------------------- ------------- --------------
Total Revenues 242,059 256,877 161,451
- -------------------------------------------------------------------------- ------------- --------------

BENEFITS AND EXPENSES
Current and future insurance benefits 81,371 95,639 77,285
Interest credited to contractholders 51,535 35,165 35,607
Amortization of deferred acquisition costs and
value in insurance in force 17,031 6,036 3,286
Operating expenses 3,937 10,462 5,691
- -------------------------------------------------------------------------- ------------- --------------
Total Benefits and Expenses 153,874 147,302 121,869
- -------------------------------------------------------------------------- ------------- --------------

Income before federal income taxes 88,185 109,575 39,582
- -------------------------------------------------------------------------- ------------- --------------

Federal income taxes:
Current 18,917 33,859 29,456
Deferred expense (benefit) 11,783 4,344 (15,665)
- -------------------------------------------------------------------------- ------------- --------------
Total Federal Income Taxes 30,700 38,203 13,791
- -------------------------------------------------------------------------- ------------- --------------

Net income $ 57,485 $ 71,372 $ 25,791
========================================================================== ============= ==============
</TABLE>

See Notes to Financial Statements.

F-2
<PAGE> 53
THE TRAVELERS LIFE AND ANNUITY COMPANY
BALANCE SHEETS
($ in thousands)

<TABLE>
<CAPTION>
DECEMBER 31, 1998 1997
- ------------------------------------------------------------------------------------------ ---------------- -----------------

<S> <C> <C>
ASSETS
Fixed maturities, available for sale at fair value (cost, $1,707,347; $1,571,121) $1,838,681 $1,678,120
Equity securities, at fair value (cost, $25,826; $15,092) 26,685 16,289
Mortgage loans 174,565 160,247
Short-term securities 126,176 169,229
Other invested assets 136,122 121,242
- ------------------------------------------------------------------------------------------ ---------------- -----------------
Total Investments 2,302,229 2,145,127
- ------------------------------------------------------------------------------------------ ---------------- -----------------

Separate accounts 2,178,474 812,059
Deferred acquisition costs and value of insurance in force 194,213 90,966
Premium balances receivable 16,074 9,288
Deferred federal income taxes 12,395 33,661
Other assets 41,119 61,904
- ------------------------------------------------------------------------------------------ ---------------- -----------------
Total Assets $4,744,504 $3,153,005
- ------------------------------------------------------------------------------------------ ---------------- -----------------

LIABILITIES
Future policy benefits $963,171 $971,602
Contractholder funds 947,411 818,971
Separate accounts 2,178,474 812,059
Other liabilities 114,690 84,712
- ------------------------------------------------------------------------------------------ ---------------- -----------------
Total Liabilities 4,203,746 2,687,344
- ------------------------------------------------------------------------------------------ ---------------- -----------------

SHAREHOLDER'S EQUITY
Common stock, par value $100; 100,000 shares authorized, 30,000 issued and outstanding 3,000 3,000
Additional paid-in capital 167,314 167,314
Retained earnings 282,555 225,070
Accumulated other changes in equity from non-owner sources 87,889 70,277
- ------------------------------------------------------------------------------------------ ---------------- -----------------
Total Shareholder's Equity 540,758 465,661
- ------------------------------------------------------------------------------------------ ---------------- -----------------

Total Liabilities and Shareholder's Equity $4,744,504 $3,153,005
========================================================================================== ================ =================
</TABLE>

See Notes to Financial Statements.

F-3
<PAGE> 54
THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF CHANGES IN RETAINED EARNINGS AND ACCUMULATED
OTHER CHANGES IN EQUITY FROM NON-OWNER SOURCES
($ IN THOUSANDS)

<TABLE>
<CAPTION>
- ------------------------------------------------------ ---------------- ----------------- -------------------
STATEMENTS OF CHANGES IN RETAINED EARNINGS 1998 1997 1996
- ------------------------------------------------------ ---------------- ----------------- -------------------

<S> <C> <C> <C>
Balance, beginning of year $225,070 $167,698 $157,907
Net income 57,485 71,372 25,791
Dividends to parent - 14,000 16,000
- ------------------------------------------------------ ---------------- ----------------- -------------------
Balance, end of year $282,555 $225,070 $167,698
====================================================== ================ ================= ===================

- ------------------------------------------------------ ---------------- ----------------- -------------------
STATEMENTS OF ACCUMULATED OTHER CHANGES
IN EQUITY FROM NON-OWNER SOURCES
- ------------------------------------------------------ ---------------- ----------------- -------------------

Balance, beginning of year $70,277 $33,856 $35,330
Unrealized gains (losses), net of tax 17,612 36,421 (1,474)
- ------------------------------------------------------ ---------------- ----------------- -------------------
Balance, end of year $87,889 $70,277 $33,856
====================================================== ================ ================= ===================

- ------------------------------------------------------ ---------------- ----------------- -------------------
SUMMARY OF CHANGES IN EQUITY
FROM NON-OWNER SOURCES
- ------------------------------------------------------ ---------------- ----------------- -------------------

Net Income $57,485 $71,372 $25,791
Other changes in equity from
non-owner sources 17,612 36,421 (1,474)
- ------------------------------------------------------ ---------------- ----------------- -------------------
Total changes in equity from
non-owner sources $75,097 $107,793 $24,317
====================================================== ================ ================= ===================
</TABLE>

See Notes to Financial Statements.

F-4
<PAGE> 55
THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
($ in thousands)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, 1998 1997 1996
- ----------------------------------------------------------------------------------- --------------- --------------- -------------

<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Premiums collected $ 22,300 $ 34,553 $ 6,472
Net investment income received 146,158 170,460 71,083
Benefits and claims paid (90,872) (90,820) (70,331)
Interest credited to contractholders (51,535) (35,165) (813)
Operating expenses paid (75,632) (40,868) (5,482)
Income taxes paid (25,214) (22,440) (23,931)
Other (596) (7,702) (6,857)
- ----------------------------------------------------------------------------------- --------------- --------------- -------------
Net Cash Provided by (Used in) Operating Activities (75,391) 8,018 (29,859)
- ----------------------------------------------------------------------------------- --------------- --------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 113,456 81,899 20,301
Mortgage loans 25,462 8,972 37,789
Proceeds from sales of investments
Fixed maturities 1,095,976 856,846 978,970
Equity securities 6,020 12,404 12,818
Mortgage loans - 5,483 22,437
Real estate held for sale - 4,493 -
Purchases of investments
Fixed maturities (1,320,704) (1,020,803) (994,443)
Equity securities (13,653) (6,382) (5,412)
Mortgage loans (39,158) (41,967) (21,450)
Policy loans (2,010) (1,144) (1,750)
Short-term securities, (purchases) sales, net 43,054 (88,067) (19,688)
Other investments, (purchases) sales, net 1,110 (51,502) (6,160)
Securities transactions in course of settlement 36,459 10,526 (51,703)
- ----------------------------------------------------------------------------------- --------------- --------------- -------------
Net Cash Used in Investing Activities (53,988) (229,242) (28,291)
- ----------------------------------------------------------------------------------- --------------- --------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits 211,476 325,932 96,490
Contractholder fund withdrawals (83,036) (89,145) (22,340)
Dividends to parent company - (14,000) (16,000)
- ----------------------------------------------------------------------------------- --------------- --------------- -------------
Net Cash Provided by Financing Activities 128,440 222,787 58,150
- ----------------------------------------------------------------------------------- --------------- --------------- -------------
Net increase (decrease) in cash (939) 1,563 -
- ----------------------------------------------------------------------------------- --------------- --------------- -------------
Cash at December 31, $624 $1,563 $ -
=================================================================================== =============== =============== =============
</TABLE>

See Notes to Financial Statements.

F-5
<PAGE> 56
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies used in the preparation of the accompanying
financial statements follow.

Basis of Presentation

The Travelers Life and Annuity Company (the Company) is a wholly owned
subsidiary of The Travelers Insurance Company (TIC), an indirect wholly
owned subsidiary of Citigroup Inc. (Citigroup), formerly Travelers Group
Inc. The financial statements and accompanying footnotes of the Company are
prepared in conformity with generally accepted accounting principles. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and benefits and expenses
during the reporting period. Actual results could differ from those
estimates.

The Company offers a variety of variable annuity products where the
investment risk is borne by the contractholder, not the Company, and the
benefits are not guaranteed. The premiums and deposits related to these
products are reported in separate accounts. The Company considers it
necessary to differentiate, for financial statement purposes, the results
of the risks it has assumed from those it has not. See also Note 6.

Certain reclassifications have been made to the prior year's financial
statements to conform to the current year's presentation.

ACCOUNTING CHANGES

Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities

Effective January 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" (FAS 125). This
statement establishes accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities. These
standards are based on an approach that focuses on control. Under this
approach, after a transfer of financial assets, an entity recognizes the
financial and servicing assets it controls and the liabilities it has
incurred, derecognizes financial assets when control has been surrendered
and derecognizes liabilities when extinguished. FAS 125 provides standards
for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. Effective January 1, 1998, the
Company adopted the collateral provisions of FAS 125 which were not
effective until 1998 in accordance with Statement of Financial Accounting
Standards No. 127, "Deferral of the Effective Date of Certain Provisions of
SFAS 125". The adoption of the collateral provisions of FAS 125 created
additional assets and liabilities on the Company's statement of financial
position related to the recognition of securities provided and received as
collateral. There was no impact on the results of operations from the
adoption of the collateral provisions of FAS 125.

F-6
<PAGE> 57
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Reporting Comprehensive Income

Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (FAS 130).
FAS 130 establishes standards for the reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. All items that are required to be recognized under
accounting standards as components of comprehensive income are required to
be reported in an annual financial statement that is displayed with the
same prominence as other financial statements. This statement stipulates
that comprehensive income reflect the change in equity of an enterprise
during a period from transactions and other events and circumstances from
non-owner sources. Comprehensive income thus represents the sum of net
income and other changes in equity from non-owner sources. The accumulated
balance of other changes in equity from non-owner sources is required to be
displayed separately from retained earnings and additional paid-in capital
in the balance sheet. The adoption of FAS 130 resulted in the Company
reporting unrealized gains and losses on investments in debt and equity
securities in changes in equity from non-owner sources. See Note 3.

Disclosures About Segments of an Enterprise and Related Information

During 1998, Statement of Financial Accounting Standards No. 131,
"Disclosures About Segments of an Enterprise and Related Information" (FAS
131) became effective. FAS 131 establishes standards for the way that
public enterprises report information about operating segments in annual
financial statements and requires that selected information about those
operating segments be reported in interim financial statements. This
statement supersedes Statement of Financial Accounting Standards No. 14,
"Financial Reporting for Segments of a Business Enterprise". FAS 131
requires that all public enterprises report financial and descriptive
information about its reportable operating segments. Operating segments are
defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating
decisionmaker in deciding how to allocate resources and in assessing
performance. The Company only has one reportable operating segment and
therefore, no additional disclosures are required under FAS 131.

Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use

During the third quarter of 1998, the Company adopted (effective January 1,
1998) the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants' Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use" (SOP 98-1). SOP 98-1 provides guidance on accounting for the
costs of computer software developed or obtained for internal use and for
determining when specific costs should be capitalized or expensed. The
adoption of SOP 98-1 had no impact on the Company's financial condition,
statement of operations or liquidity.

F-7
<PAGE> 58
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

ACCOUNTING POLICIES

Investments

Fixed maturities include bonds, notes and redeemable preferred stocks. Fair
values of investments in fixed maturities are based on quoted market prices
or dealer quotes or, if these are not available, discounted expected cash
flows using market rates commensurate with the credit quality and maturity
of the investment. The effective yield used to determine amortization is
calculated based upon actual historical and projected future cash flows,
which are obtained from a widely-accepted securities data provider. Fixed
maturities are classified as "available for sale" and are reported at fair
value, with unrealized investment gains and losses, net of income taxes,
charged or credited directly to shareholder's equity.

Equity securities, which include common and non-redeemable preferred
stocks, are classified as "available for sale" and are carried at fair
value based primarily on quoted market prices. Changes in fair values of
equity securities are charged or credited directly to shareholder's equity,
net of income taxes.

Mortgage loans are carried at amortized cost. A mortgage loan is considered
impaired when it is probable that the Company will be unable to collect
principal and interest amounts due. For mortgage loans that are determined
to be impaired, a reserve is established for the difference between the
amortized cost and fair market value of the underlying collateral. In
estimating fair value, the Company uses interest rates reflecting the
current real estate financing market. Impaired loans were insignificant at
December 31, 1998 and 1997.

Short-term securities, consisting primarily of money market instruments and
other debt issues purchased with a maturity of less than one year, are
carried at amortized cost which approximates market.

Other invested assets include real estate joint ventures and partnership
investments accounted for on the equity method of accounting. All changes
in equity of these investments are recorded in net investment income.

Accrual of income, included in other assets, is suspended on fixed
maturities or mortgage loans that are in default, or on which it is likely
that future payments will not be made as scheduled. Interest income on
investments in default is recognized only as payment is received.

Included in investments are invested assets associated with Structured
Settlement Guaranteed Separate Accounts where the investment risk is borne
by the Company. See Note 6.

F-8
<PAGE> 59
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses derivative financial instruments, including financial
futures contracts, options, forward contracts and interest rate swaps and
caps, as a means of hedging exposure to interest rate and foreign currency
risk. Hedge accounting is used to account for derivatives. To qualify for
hedge accounting the changes in value of the derivative must be expected to
substantially offset the changes in value of the hedged item. Hedges are
monitored to ensure that there is a high correlation between the derivative
instruments and the hedged investment.

Gains and losses arising from financial futures contracts are used to
adjust the basis of hedged investments and are recognized in net investment
income over the life of the investment.

Forward contracts, and options, and interest rate caps were not significant
at December 31, 1998 and 1997. Information concerning derivative financial
instruments is included in Note 4.

INVESTMENT GAINS AND LOSSES

Realized investment gains and losses are included as a component of pre-tax
revenues based upon specific identification of the investments sold on the
trade date. Also included are gains and losses arising from the
remeasurement of the local currency value of foreign investments to U.S.
dollars, the functional currency of the Company.

POLICY LOANS

Policy loans are carried at the amount of the unpaid balances that are not
in excess of the net cash surrender values of the related insurance
policies. The carrying value of policy loans, which have no defined
maturities, is considered to be fair value.

SEPARATE ACCOUNTS

The Company has separate account assets and liabilities representing funds
for which investment income and investment gains and losses accrue directly
to, and investment risk is borne by, the contractholders. Each of these
accounts have specific investment objectives. The assets and liabilities of
these accounts are carried at fair value, and amounts assessed to the
contractholders for management services are included in fee income.
Deposits, net investment income and realized investment gains and losses
for these accounts are excluded from revenues, and related liability
increases are excluded from benefits and expenses.

The Company also has a separate account for structured settlement annuity
obligations where the investment risk is borne by the Company. The assets
and liabilities of this separate account are included in investments,
future policy benefits and contractholder funds for financial reporting
purposes. See Note 6.

F-9
<PAGE> 60
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

DEFERRED ACQUISITION COSTS AND VALUE OF INSURANCE IN FORCE

Costs of acquiring individual life insurance and annuity business,
principally commissions and certain expenses related to policy issuance,
underwriting and marketing, all of which vary with and are primarily
related to the production of new business, are deferred. Acquisition costs
relating to traditional life insurance are amortized in relation to
anticipated premiums; universal life in relation to estimated gross
profits; and annuity contracts employing a level yield method. A 15 to 20
year amortization period is used for life insurance, and a 7 to 20 year
period is employed for annuities. Deferred acquisition costs are reviewed
periodically for recoverability to determine if any adjustment is required.
Adjustments, if any, are charged to income.

The value of insurance in force is an asset recorded at the time of
acquisition of an insurance company. It represents the actuarially
determined present value of anticipated profits to be realized from annuity
contracts at the date of acquisition using the same assumptions that were
used for computing related liabilities, where appropriate. The value of
insurance in force was the actuarially determined present value of the
projected future profits discounted at an interest rate of 16% for the
annuity business acquired. The annuity contracts are amortized employing a
level yield method. The value of insurance in force is reviewed
periodically for recoverability to determine if any adjustment is required.
Adjustments, if any, are charged to income.

FUTURE POLICY BENEFITS

Benefit reserves represent liabilities for future insurance policy
benefits. Benefit reserves for life insurance and annuity policies have
been computed based upon mortality, morbidity, persistency and interest
assumptions applicable to these coverages, which range from 3.0% to 7.5%,
including a provision for adverse deviation. These assumptions consider
Company experience and industry standards. The assumptions vary by plan,
age at issue, year of issue and duration.

CONTRACTHOLDER FUNDS

Contractholder funds represent receipts from the issuance of universal
life, certain individual annuity contracts, and structured settlement
contracts. Contractholder fund balances are increased by such receipts and
credited interest and reduced by withdrawals, mortality charges and
administrative expenses charged to the contractholders. Interest rates
credited to contractholder funds range from 3.3% to 7.2%.

PERMITTED STATUTORY ACCOUNTING PRACTICES

The Company, domiciled in the State of Connecticut, prepares statutory
financial statements in accordance with the accounting practices prescribed
or permitted by the State of Connecticut Insurance Department. Prescribed
statutory accounting practices include certain publications of the National
Association of Insurance Commissioners (NAIC) as well as state laws,
regulations, and general administrative rules. Permitted statutory
accounting practices encompass all accounting practices not so prescribed.
The impact of any permitted accounting practices on the statutory surplus
of the Company is not material.

F-10
<PAGE> 61
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

The NAIC recently completed a process intended to codify statutory
accounting practices for certain insurance enterprises. As a result of this
process, the NAIC will issue a revised statutory Accounting Practices and
Procedures Manual - version effective January 1, 2001 (the revised Manual)
that will be effective January 1, 2001 for the calendar year 2001 statutory
financial statements. It is expected that the State of Connecticut will
require that, effective January 1, 2001, insurance companies domiciled in
Connecticut prepare their statutory basis financial statements in
accordance with the revised Manual subject to any deviations prescribed or
permitted by the Connecticut insurance commissioner. The Company has not
yet determined the impact that this change will have on its statutory
capital and surplus.

PREMIUMS

Premiums are recognized as revenues when due. Reserves are established for
the portion of premiums that will be earned in future periods.

OTHER REVENUES

Other revenues include surrender, mortality and administrative charges, and
fees earned on investment and other insurance contracts.

FEDERAL INCOME TAXES

The provision for federal income taxes comprises two components, current
income taxes and deferred income taxes. Deferred federal income taxes arise
from changes during the year in cumulative temporary differences between
the tax basis and book basis of assets and liabilities. The deferred
federal income tax asset is recognized to the extent that future
realization of the tax benefit is more likely than not, with a valuation
allowance for the portion that is not likely to be recognized.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

In December 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of
Position 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-Related Assessments" (SOP 97-3). SOP 97-3 provides guidance for
determining when an entity should recognize a liability for guaranty-fund
and other insurance-related assessments, how to measure that liability, and
when an asset may be recognized for the recovery of such assessments
through premium tax offsets or policy surcharges. This SOP is effective for
financial statements for fiscal years beginning after December 15, 1998,
and the effect of initial adoption is to be reported as a cumulative
catch-up adjustment. Restatement of previously issued financial statements
is not allowed. The Company plans to implement SOP 97-3 in the first
quarter of 1999 and expects there to be no material impact on the Company's
financial condition, results of operations or liquidity.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (FAS 133). This statement establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments imbedded in other contracts, (collectively
referred to as derivatives) and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value.

F-11
<PAGE> 62
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

If certain conditions are met, a derivative may be specifically designated
as (a) a hedge of the exposure to changes in the fair value of a recognized
asset or liability or an unrecognized firm commitment, (b) a hedge of the
exposure to variable cash flows of a forecasted transaction, or (c) a hedge
of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for-sale security,
or a foreign-currency-denominated forecasted transaction. The accounting
for changes in the fair value of a derivative (that is, gains and losses)
depends on the intended use of the derivative and the resulting
designation. FAS 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. Upon initial application of FAS 133, hedging
relationships must be designated anew and documented pursuant to the
provisions of this statement. The Company has not yet determined the impact
that FAS 133 will have on its financial statements.

2. REINSURANCE

The Company participates in reinsurance in order to limit losses, minimize
exposure to large risks, provide capacity for future growth and to effect
business-sharing arrangements. The Company remains primarily liable as the
direct insurer on all risks reinsured.

Life insurance in force ceded to TIC at December 31, 1998 and 1997 was
$69.6 million and $76.4 million, respectively. Life insurance premiums
ceded were $4.2 million, $2.4 million and $1.3 million in 1998, 1997 and
1996, respectively. Life insurance premiums ceded to non-affiliates were
insignificant. Life insurance in force ceded to non-affiliates at December
31, 1998 and 1997, was $8.8 billion and $4.5 billion, respectively.

3. SHAREHOLDER'S EQUITY

Unrealized Investment Gains (Losses)

See Note 11 for an analysis of the change in unrealized gains and losses on
investments.

Shareholder's Equity and Dividend Availability

The Company's statutory net income (loss) was $(3.2) million, $80.3 million
and $17.9 million for the years ended December 31, 1998, 1997 and 1996,
respectively.

Statutory capital and surplus was $328.2 million at both December 31, 1998
and 1997.

The Company is currently subject to various regulatory restrictions that
limit the maximum amount of dividends available to be paid to its parent
without prior approval of insurance regulatory authorities. Statutory
surplus of $32.8 million is available in 1999 for dividend payments by the
Company without prior approval of the Connecticut Insurance Department.

F-12
<PAGE> 63
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

TAX EFFECTS ALLOCATED TO EACH COMPONENT OF
OTHER CHANGES IN EQUITY FROM NON-OWNER SOURCES

<TABLE>
<CAPTION>
For the years ended December 31, PRE-TAX AMOUNT TAX EXPENSE/ AFTER-TAX
($ in thousands) (BENEFIT) AMOUNT
---------------------------------------------------------------- --------------- ---------------- --------------
<S> <C> <C> <C>
1998
Unrealized gain on investment securities:
Unrealized holding gains arising during year $45,589 $15,957 $29,632
Less: reclassification adjustment for gains
realized in net income 18,493 6,473 12,020
---------------------------------------------------------------- --------------- ---------------- --------------
Other changes in equity from non-owner sources $27,096 $9,484 $17,612
================================================================ =============== ================ ==============
1997
Unrealized gain on investment securities:
Unrealized holding gains arising during year $100,903 $35,316 $65,587
Less: reclassification adjustment for gains
realized in net income 44,871 15,705 29,166
---------------------------------------------------------------- --------------- ---------------- --------------
Other changes in equity from non-owner sources $56,032 $19,611 $36,421
================================================================ =============== ================ ==============
1996
Unrealized gain (loss) on investment securities:
Unrealized holding gains (losses) arising during year $(11,881) $4,158 $(7,723)
Less: reclassification adjustment for losses realized
in net income (9,613) (3,364) (6,249)
---------------------------------------------------------------- --------------- ---------------- --------------
Other changes in equity from non-owner sources $(2,268) $794 $(1,474)
================================================================ =============== ================ ==============
</TABLE>

4. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivative Financial Instruments

The Company uses derivative financial instruments, including financial
futures, forward contracts and interest rate swaps as a means of hedging
exposure to foreign currency, equity price changes and/or interest rate
risk on anticipated transactions or existing assets and liabilities. The
Company does not hold or issue derivative instruments for trading purposes.
These derivative financial instruments have off-balance sheet risk.
Financial instruments with off-balance sheet risk involve, to varying
degrees, elements of credit and market risk in excess of the amount
recognized in the balance sheet. The contract or notional amounts of these
instruments reflect the extent of involvement the Company has in a
particular class of financial instrument.

However, the maximum loss of cash flow associated with these instruments
can be less than these amounts. For forward contracts and interest rate
swaps, credit risk is limited to the amounts that it would cost the Company
to replace such contracts. Financial futures contracts and purchased listed
option contracts have little credit risk since organized exchanges are the
counterparties.

F-13
<PAGE> 64
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

The Company monitors creditworthiness of counterparties to these financial
instruments by using criteria of acceptable risk that are consistent with
on-balance sheet financial instruments. The controls include credit
approvals, limits and other monitoring procedures.

The Company uses exchange traded financial futures contracts to manage its
exposure to changes in interest rates and equity prices which arise from
the sale of certain insurance and investment products, or the need to
reinvest proceeds from the sale or maturity of investments. To hedge
against adverse changes in interest rates and equity prices, the Company
enters long or short positions in financial futures contracts which offset
changes in the fair value of investments and liabilities resulting from
changes in market interest rates or equity prices until an investment is
purchased, a product is sold or a liability is settled.

Margin payments are required to enter a futures contract and contract gains
or losses are settled daily in cash. The contract amount of futures
contracts represents the extent of the Company's involvement, but not
future cash requirements, as open positions are typically closed out prior
to the delivery date of the contract.

At December 31, 1998 and 1997, the Company held financial futures contracts
with notional amounts of $41.5 million and $156.3 million, respectively. At
December 31, 1998 and 1997, the Company's futures contracts had no fair
value because these contracts are marked to market and settled in cash
daily.

The Company enters into interest rate swaps in connection with other
financial instruments to provide greater risk diversification and better
match an asset with a corresponding liability. Under interest rate swaps,
the Company agrees with other parties to exchange, at specific intervals,
the difference between fixed-rate and floating-rate interest amounts
calculated by reference to a notional principal amount. Generally, no cash
is exchanged at the outset of the contract and no principal payments are
made by either party. A single net payment is usually made by one
counterparty at each due date. Swaps are not exchange traded and are
subject to the risk of default by the counterparty.

As of December 31, 1998 and 1997, the Company held interest rate swap
contracts with notional amounts of $165.3 million and $17.3 million,
respectively. The fair value of these financial instruments was $3.4
million (gain position) and $.7 million (loss position) at December 31,
1998 and was $.7 million (loss position) at December 31, 1997. The fair
values were determined using the discounted cash flow method.

The off-balance sheet risks of forward contracts were not significant at
December 31, 1998 and 1997.

Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, the Company issues fixed and variable
rate loan commitments and has unfunded commitments to partnerships. The
off-balance sheet risk of these financial instruments was not significant
at December 31, 1998 and 1997.

F-14
<PAGE> 65
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Fair Value of Certain Financial Instruments

The Company uses various financial instruments in the normal course of its
business. Fair values of financial instruments that are considered
insurance contracts are not required to be disclosed and are not included
in the amounts discussed.

At December 31, 1998, investments in fixed maturities had a carrying value
and a fair value of $1.8 billion, compared with a carrying value and a fair
value of $1.7 billion at December 31, 1997. See Notes 1 and 11.

At December 31, 1998, mortgage loans had a carrying value of $174.6 million
and a fair value of $185.7 million and in 1997 had a carrying value of
$160.2 million and a fair value of $172.6 million. In estimating fair
value, the Company used interest rates reflecting the current real estate
financing market.

The carrying values of $36.5 million and $54.4 million of financial
instruments classified as other assets approximated their fair values at
December 31, 1998 and 1997, respectively. The carrying values of $98.4
million and $70.5 million of financial instruments classified as other
liabilities also approximated their fair values at December 31, 1998 and
1997, respectively. Fair value is determined using various methods,
including discounted cash flows, as appropriate for the various financial
instruments.

At December 31, 1998, contractholder funds with defined maturities had a
carrying value of $725.6 million and a fair value of $698.1 million,
compared with a carrying value of $694.9 million and a fair value of $695.9
million at December 31, 1997. The fair value of these contracts is
determined by discounting expected cash flows at an interest rate
commensurate with the Company's credit risk and the expected timing of cash
flows. Contractholder funds without defined maturities had a carrying value
of $483.0 million and a fair value of $442.5 million at December 31, 1998,
compared with a carrying value of $98.5 million and a fair value of $93.9
million at December 31, 1997. These contracts generally are valued at
surrender value.

The carrying values of short-term securities and policy loans approximated
their fair values.

5. COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance Sheet Risk
See Note 4.

Litigation

The Company is a defendant in various litigation matters in the normal
course of business. Although there can be no assurances, as of December 31,
1998, the Company believes, based on information currently available, that
the ultimate resolution of these legal proceedings would not be likely to
have a material adverse effect on its results of operations, financial
condition or liquidity.

F-15
<PAGE> 66
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

6. STRUCTURED SETTLEMENT CONTRACTS

The Company has structured settlement contracts that provide guarantees for
the contractholders independent of the investment performance of the assets
held in the related separate account. The assets held in the separate
account are owned by the Company and contractholders do not share in their
investment performance.

The Company maintains assets sufficient to fund the guaranteed benefits
attributable to the liabilities. Assets held in the separate account cannot
be used to satisfy any other obligations of the Company.

The Company reports the related assets and liabilities in investments,
future policy benefit reserves and contractholder funds.

These contracts were purchased by the insurance subsidiaries of Travelers
Property Casualty Corp. (TAP), an affiliate of the Company, in connection
with the settlement of certain of their policyholder obligations. Effective
April 1, 1998, all new contracts have been written by TIC.

7. BENEFIT PLANS

Pension and Other Postretirement Benefits

The Company participates in a qualified, noncontributory defined benefit
pension plan sponsored by Citigroup. In addition, the Company provides
certain other postretirement benefits to retired employees through a plan
sponsored by The Travelers Insurance Group Inc. (TIGI), TIC's direct
parent. The Company's share of net expense for the qualified pension and
other postretirement benefit plans was not significant for 1998, 1997 and
1996.

401(k) Savings Plan

Substantially all of the Company's employees are eligible to participate in
a 401(k) savings plan sponsored by Citigroup. During 1996, the Company made
matching contributions in an amount equal to the lesser of 100% of the
pre-tax contributions made by the employee or $1,000. Effective January 1,
1997, the Company discontinued matching contributions for the majority of
its employees. The Company's expenses in connection with the 401(k) savings
plan were not significant in 1998, 1997 and 1996.

F-16
<PAGE> 67
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

8. RELATED PARTY TRANSACTIONS

The principal banking functions, including payment of salaries and
expenses, for certain subsidiaries and affiliates of TIGI, including the
Company, are handled by two companies. TIC handles banking functions for
the life and annuity operations of Travelers Life & Annuity and some of its
non-insurance affiliates. The Travelers Indemnity Company handles banking
functions for the property-casualty operations, including most of its
property-casualty insurance and non-insurance affiliates. Settlements
between companies are made at least monthly. TIC provides various employee
benefit coverages to certain subsidiaries of TIGI. The premiums for these
coverages were charged in accordance with cost allocation procedures based
upon salaries or census. In addition, investment advisory and management
services, data processing services and claims processing services are
provided by affiliated companies. Charges for these services are shared by
the companies on cost allocation methods based generally on estimated usage
by department.

TIC maintains a short-term investment pool in which the Company
participates. The position of each company participating in the pool is
calculated and adjusted daily. At December 31, 1998 and 1997, the pool
totaled approximately $2.3 billion and $2.6 billion, respectively. The
Company's share of the pool amounted to $93.1 million and $145.5 million at
December 31, 1998 and 1997, respectively, and is included in short-term
securities in the balance sheet.

The Company's TTM Modified Guaranteed Annuity Contracts are subject to a
limited guarantee agreement by TIC in a principal amount of up to $450
million. TIC's obligation is to pay in full to any owner or beneficiary of
the TTM Modified Guaranteed Annuity Contracts principal and interest as and
when due under the annuity contract to the extent that the Company fails to
make such payment. In addition, TIC guarantees that the Company will
maintain a minimum statutory capital and surplus level.

The Company sold structured settlement annuities to the insurance
affiliates of Travelers Property Casualty (TAP). Premiums and deposits were
$8.9 million, $70.6 million and $36.9 million for 1998, 1997 and 1996,
respectively. The reduction in premiums and deposits from 1997 to 1998 was
a result of a decision to use TIC as the primary issuer of structured
settlement annuities and the Company as the assignment company. Policy
reserves and contractholder fund liabilities associated with these
structured settlements were $808.7 and $842.3 million at December 31, 1998
and 1997, respectively.

The Company began marketing variable annuity products through its
affiliate, Salomon Smith Barney Inc. (SSB) in 1995. Premiums and deposits
related to these products were $932.1 million, $615.6 million and $300.0
million in 1998, 1997 and 1996, respectively. In 1996, the Company began
marketing various life products through SSB as well. Premiums related to
such products were $42.1 million, $25.1 million and $20.5 million in 1998,
1997 and 1996, respectively.

During 1998, the Company began marketing deferred annuity products through
its affiliate Primerica Financial Services (Primerica). Deposits received
were $216 million.

The Company participates in a stock option plan sponsored by Citigroup that
provides for the granting of stock options in Citigroup common stock to
officers and key employees. To further encourage employee stock ownership,
during 1997 the Company's ultimate parent introduced the WealthBuilder
stock option program. Under this program, all employees meeting certain
requirements are granted Citigroup stock options.

F-17
<PAGE> 68
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Most leasing functions for TIGI and its subsidiaries are handled by TAP.
Rent expense related to these leases are shared by the companies on a cost
allocation method based generally on estimated usage by department. The
Company's rent expense was insignificant in 1998, 1997 and 1996.

At December 31, 1998 and 1997, the Company had investments in Tribeca
Investments, L.L.C., an affiliate of the Company in the amounts of $18.3
million and $16.5 million, included in other invested assets.

9. FEDERAL INCOME TAXES ($ in thousands)

EFFECTIVE TAX RATE

<TABLE>
<CAPTION>
--------------------------------------------------------- ----------------- ---------------- -----------------
FOR THE YEAR ENDED DECEMBER 31, 1998 1997 1996
--------------------------------------------------------- ----------------- ---------------- -----------------
<S> <C> <C> <C>
Income Before Federal Income Taxes $88,185 $109,575 $39,582
Statutory Tax Rate 35% 35% 35%
--------------------------------------------------------- ----------------- ---------------- -----------------
Expected Federal Income Taxes 30,865 38,351 13,854
Tax Effect of:
Non-taxable investment income (20) (24) (15)
Other, net (145) (124) (48)
--------------------------------------------------------- ----------------- ---------------- -----------------
Federal Income Taxes $30,700 $38,203 $13,791
========================================================= ================= ================ =================
Effective Tax Rate 35% 35% 35%
--------------------------------------------------------- ----------------- ---------------- -----------------

COMPOSITION OF FEDERAL INCOME TAXES 1998 1998 1996
---- ---- ----
Current:
United States $18,794 $33,805 $29,435
Foreign 123 54 21
--------------------------------------------------------- ----------------- ---------------- -----------------
Total 18,917 33,859 29,456
--------------------------------------------------------- ----------------- ---------------- -----------------

Deferred:
United States 11,783 4,344 (15,665)
--------------------------------------------------------- ----------------- ---------------- -----------------
Federal Income Taxes $30,700 $38,203 $13,791
========================================================= ================= ================ =================
</TABLE>

F-18
<PAGE> 69
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

The net deferred tax assets at December 31, 1998 and 1997 were comprised of
the tax effects of temporary differences related to the following assets
and liabilities:

<TABLE>
<CAPTION>
($ in thousands) 1998 1997
---- ----
--------------------------------------------------------------------- ---------------- --------------
<S> <C> <C>
Deferred Tax Assets:
Benefit, reinsurance and other reserves $121,150 $100,969
Other 2,810 2,571
--------------------------------------------------------------------- ---------------- --------------
Total 123,960 103,540
--------------------------------------------------------------------- ---------------- --------------

Deferred Tax Liabilities:
Investments, net 56,103 42,933
Deferred acquisition costs and value of insurance in force 51,993 23,650
Other 1,399 1,226
--------------------------------------------------------------------- ---------------- --------------
Total 109,495 67,809
--------------------------------------------------------------------- ---------------- --------------

Net Deferred Tax Asset Before Valuation Allowance 14,465 35,731
Valuation Allowance for Deferred Tax Assets (2,070) (2,070)
--------------------------------------------------------------------- ---------------- --------------

Net Deferred Tax Asset After Valuation Allowance $12,395 $33,661
--------------------------------------------------------------------- ---------------- --------------
</TABLE>

TIC and its life insurance subsidiaries, including the Company, has filed,
and will file, a consolidated federal income tax return. Federal income
taxes are allocated to each member on a separate return basis adjusted for
credits and other amounts required by the consolidation process. Any
resulting liability has been, and will be, paid currently to TIC. Any
credits for losses have been, and will be, paid by TIC to the extent that
such credits are for tax benefits that have been utilized in the
consolidated federal income tax return.

The $2.1 million valuation allowance is sufficient to cover any capital
losses on investments that may exceed the capital gains able to be
generated in the life insurance group's consolidated federal income tax
return based upon management's best estimate of the character of the
reversing temporary differences. Reversal of the valuation allowance is
contingent upon the recognition of future capital gains or a change in
circumstances that causes the recognition of the benefits to become more
likely than not. There was no change in the valuation allowance during
1998. The initial recognition of any benefit provided by the reversal of
the valuation allowance will be recognized by reducing goodwill.

F-19
<PAGE> 70
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

In management's judgment, the $12.4 million "net deferred tax asset after
valuation allowance" as of December 31, 1998, is fully recoverable against
expected future years' taxable ordinary income and capital gains. At
December 31, 1998, the Company has no ordinary or capital loss
carryforwards.

The policyholders surplus account, which arose under prior tax law, is
generally that portion of the gain from operations that has not been
subjected to tax, plus certain deductions. The balance of this account is
approximately $2 million. Income taxes are not provided for on this amount
because under current U.S. tax rules such taxes will become payable only to
the extent such amounts are distributed as a dividend to exceed limits
prescribed by federal law. Distributions are not contemplated from this
account. At current rates the maximum amount of such tax would be
approximately $700 thousand.

10. NET INVESTMENT INCOME

<TABLE>
<CAPTION>
-------------------------------------------------------------- --------------- --------------- --------------
FOR THE YEAR ENDED DECEMBER 31,
($ in thousands) 1998 1997 1996
-------------------------------------------------------------- --------------- --------------- --------------
<S> <C> <C> <C>
GROSS INVESTMENT INCOME
Fixed maturities $130,825 $120,900 $113,296
Joint venture and partnership income 22,107 32,336 19,775
Mortgage loans 15,969 14,905 18,278
Other 3,322 2,284 4,113
-------------------------------------------------------------- --------------- --------------- --------------
172,223 170,425 155,462
-------------------------------------------------------------- --------------- --------------- --------------
Investment expenses 1,220 1,772 4,136
-------------------------------------------------------------- --------------- --------------- --------------
Net investment income $171,003 $168,653 $151,326
-------------------------------------------------------------- --------------- --------------- --------------
</TABLE>

11. INVESTMENTS AND INVESTMENT GAINS (LOSSES)

Realized investment gains (losses) for the periods were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------- --------------- --------------- ---------------
FOR THE YEAR ENDED DECEMBER 31,
($ in thousands) 1998 1997 1996
---------------------------------------------------------------- --------------- --------------- ---------------
<S> <C> <C> <C>
REALIZED INVESTMENT GAINS (LOSSES)
Fixed maturities $15,620 $29,236 $(11,491)
Equity securities 1,819 8,385 4,613
Mortgage loans 623 (8) 1,979
Real estate held for sale - 2,164 (73)
Other 431 5,094 (4,641)
---------------------------------------------------------------- --------------- --------------- ---------------
Total Realized Investment Gains (Losses) $18,493 $44,871 $(9,613)
---------------------------------------------------------------- --------------- --------------- ---------------
</TABLE>

F-20
<PAGE> 71
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Changes in net unrealized investment gains (losses) that are included as
accumulated other changes in equity from non-owner sources in shareholder's
equity were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------- --------------- --------------- ---------------
FOR THE YEAR ENDED DECEMBER 31,
($ in thousands) 1998 1997 1996
---------------------------------------------------------------- --------------- --------------- ---------------
<S> <C> <C> <C>
UNREALIZED INVESTMENT GAINS (LOSSES)
Fixed maturities $24,336 $34,451 $(23,953)
Equity securities (338) (2,394) (746)
Other 3,098 23,975 22,431
---------------------------------------------------------------- --------------- --------------- ---------------
Total Unrealized Investment Gains (Losses) 27,096 56,032 (2,268)

Related taxes 9,484 19,611 (794)
---------------------------------------------------------------- --------------- --------------- ---------------
Change in unrealized investment gains (losses) 17,612 36,421 (1,474)
Balance beginning of year 70,277 33,856 35,330
---------------------------------------------------------------- --------------- --------------- ---------------
Balance End of Year $87,889 $70,277 $33,856
---------------------------------------------------------------- --------------- --------------- ---------------
</TABLE>

Fixed Maturities

Proceeds from sales of fixed maturities classified as available for sale
were $1.1 billion, $.9 billion and $1.0 billion in 1998, 1997 and 1996,
respectively. Gross gains of $32.6 million, $38.1 million and $8.4 million
and gross losses of $17.0 million, $8.9 million and $19.9 million in 1998,
1997 and 1996, respectively were realized on those sales.

Fair values of investments in fixed maturities are based on quoted market
prices or dealer quotes or, if these are not available, discounted expected
cash flows using market rates commensurate with the credit quality and
maturity of the investment. The fair value of investments for which a
quoted market price or dealer quote are not available amounted to $427.0
million and $485.3 million at December 31, 1998 and 1997, respectively.

F-21
<PAGE> 72
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

The amortized cost and fair values of investments in fixed maturities were
as follows:

<TABLE>
<CAPTION>
------------------------------------------------- ---------------- --------------- ---------------- ---------------
DECEMBER 31, 1998 GROSS GROSS
($ in thousands) AMORTIZED COST UNREALIZED UNREALIZED FAIR
GAINS LOSSES VALUE
------------------------------------------------- ---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $220,105 $ 11,571 $(193) $231,483
U.S. Treasury securities and obligations
of U.S. Government and government agencies
and authorities 289,376 53,782 (274) 342,884
Obligations of states and political
subdivisions 28,749 994 (17) 29,726
Debt securities issued by foreign
governments 40,786 2,966 (375) 43,377
All other corporate bonds 1,124,298 75,870 (13,000) 1,187,168
Redeemable preferred stock 4,033 119 (109) 4,043
------------------------------------------------- ---------------- --------------- ---------------- ---------------
Total Available For Sale $1,707,347 $145,302 $(13,968) $1,838,681
------------------------------------------------- ---------------- --------------- ---------------- ---------------
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1997 GROSS GROSS
($ in thousands) AMORTIZED COST UNREALIZED UNREALIZED FAIR
GAINS LOSSES VALUE
------------------------------------------------- ---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $144,921 $ 8,254 $(223) $152,952
U.S. Treasury securities and obligations
of U.S. Government and government agencies
and authorities 248,081 34,111 (123) 282,069
Obligations of states and political
subdivisions 14,560 392 (2) 14,950
Debt securities issued by foreign
governments 85,367 6,194 (228) 91,333
All other corporate bonds 1,077,211 59,972 (1,387) 1,135,796
Redeemable preferred stock 981 48 (9) 1,020
------------------------------------------------- ---------------- --------------- ---------------- ---------------
Total Available For Sale $1,571,121 $108,971 $(1,972) $1,678,120
------------------------------------------------- ---------------- --------------- ---------------- ---------------
</TABLE>

The amortized cost and fair value of fixed maturities available for sale at
December 31, 1998, by contractual maturity, are shown below. Actual
maturities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or
prepayment penalties.

F-22
<PAGE> 73
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
----------------------------------------------------- ------------------ ------------------
($ in thousands) AMORTIZED FAIR
COST VALUE
----------------------------------------------------- ------------------ ------------------
<S> <C> <C>
MATURITY:
Due in one year or less $ 21,149 $ 21,655
Due after 1 year through 5 years 249,251 256,032
Due after 5 years through 10 years 356,358 379,061
Due after 10 years 860,484 950,450
----------------------------------------------------- ------------------ ------------------
1,487,242 1,607,198
----------------------------------------------------- ------------------ ------------------

Mortgage-backed securities 220,105 231,483
----------------------------------------------------- ------------------ ------------------
Total Maturity $1,707,347 $1,838,681
----------------------------------------------------- ------------------ ------------------
</TABLE>

The Company makes significant investments in collateralized mortgage
obligations (CMOs). CMOs typically have high credit quality, offer good
liquidity, and provide a significant advantage in yield and total return
compared to U.S. Treasury securities. The Company's investment strategy is
to purchase CMO tranches which are protected against prepayment risk,
including planned amortization class (PAC) tranches. Prepayment protected
tranches are preferred because they provide stable cash flows in a variety
of interest rate scenarios. The Company does invest in other types of CMO
tranches if a careful assessment indicates a favorable risk/return
tradeoff. The Company does not purchase residual interests in CMOs.

At December 31, 1998 and 1997, the Company held CMOs with a market value of
$181.6 million and $122.8 million, respectively. The Company's CMO holdings
were 62.9% and 97.5% collateralized by GNMA, FNMA or FHLMC securities at
December 31, 1998 and 1997, respectively.

Equity Securities

The cost and market values of investments in equity securities were as
follows:

<TABLE>
<CAPTION>
--------------------------------------------- ----------- ---------------------- ---------------------- -----------
EQUITY SECURITIES: GROSS UNREALIZED GROSS UNREALIZED FAIR VALUE
($ in thousands) COST GAINS LOSSES
--------------------------------------------- ----------- ---------------------- ---------------------- -----------
<S> <C> <C> <C>
DECEMBER 31, 1998
Common stocks $ 5,185 $889 $(292) $5,782
Non-redeemable preferred stocks 20,641 707 (445) 20,903
--------------------------------------------- ----------- ---------------------- ---------------------- -----------
Total Equity Securities $25,826 $1,596 $(737) $26,685
--------------------------------------------- ----------- ---------------------- ---------------------- -----------
DECEMBER 31, 1997

Common stocks $3,318 $ 583 $(70) $3,831
Non-redeemable preferred stocks 11,774 931 (247) 12,458
--------------------------------------------- ----------- ---------------------- ---------------------- -----------
Total Equity Securities $15,092 $1,514 $(317) $16,289
--------------------------------------------- ----------- ---------------------- ---------------------- -----------
</TABLE>

F-23
<PAGE> 74
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Proceeds from sales of equity securities were $6.0 million, $12.4 million
and $12.8 million in 1998, 1997 and 1996, respectively. Gross gains of $2.6
million, $8.6 million and $4.7 million and gross losses of $815 thousand,
$172 thousand and $155 thousand in 1998, 1997 and 1996, respectively were
realized on those sales.

Mortgage Loans

Underperforming assets include delinquent mortgage loans, loans in the
process of foreclosure and loans modified at interest rates below market.

At December 31, 1998 and 1997, the Company's mortgage loan portfolios
consisted of the following:

<TABLE>
<CAPTION>
- ----------------------------------------------------- ------------- --------------
($ in thousands) 1998 1997
- ----------------------------------------------------- ------------- --------------
<S> <C> <C>
Current Mortgage Loans $170,635 $160,247
Underperforming Mortgage Loans 3,930 -
- ----------------------------------------------------- ------------- --------------
Total 174,565 160,247
- ----------------------------------------------------- ------------- --------------
</TABLE>

Aggregate annual maturities on mortgage loans at December 31, 1998 are as
follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------- -------
($ in thousands)

<S> <C>
Past Maturity $ 129
1999 11,649
2000 11,309
2001 8,697
2002 16,272
2003 4,998
Thereafter 121,511
- ----------------------------------------------------- -------
Total 174,565
===================================================== =======
</TABLE>

Joint Venture

In October 1997, TIC and Tishman Speyer Properties (Tishman), a worldwide
real estate owner, developer and manager, formed a joint real estate
venture with an initial equity commitment of $792 million. TIC and certain
of its affiliates committed $420 million in real estate equity and $100
million in cash while Tishman committed $272 million in properties and
cash. Both companies are serving as asset managers for the venture and
Tishman is primarily responsible for the venture's real estate acquisition
and development efforts. The Company's investment in the joint venture,
which is included in other invested assets, totaled $62.4 million and $54.8
million at December 31, 1998 and 1997, respectively.

F-24
<PAGE> 75
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Concentrations

The Company's significant individual investment concentrations included
$53.3 million and $32.7 million in Bellsouth Corp. at December 31, 1998 and
1997, respectively. In addition, there was an investment of $50.8 million
in the State of Israel in 1997.

The Company participates in a short-term investment pool maintained by an
affiliate. See Note 8.

Included in fixed maturities are below investment grade assets totaling
$102.4 million and $76.7 million at December 31, 1998 and 1997,
respectively. The Company defines its below investment grade assets as
those securities rated "Ba1" or below by external rating agencies, or the
equivalent by internal analysts when a public rating does not exist. Such
assets include publicly traded below investment grade bonds and certain
other privately issued bonds that are classified as below investment grade
bonds.

The Company's three largest industry concentrations of investments,
primarily fixed maturities, were as follows:

<TABLE>
<CAPTION>
-------------------------------------------- ----------- -----------
($ in thousands) 1998 1997
-------------------------------------------- ----------- -----------
<S> <C> <C>
Banking $160,713 $130,966
Transportation 155,116 138,903
Electric utilities 109,027 106,724
-------------------------------------------- ----------- -----------
</TABLE>

Below investment grade assets included in the preceding table were not
significant.

Concentrations of mortgage loans by property type at December 31, 1998 and
1997 were as follows:

<TABLE>
<CAPTION>
-------------------------------------------- ----------- -----------
($ in thousands) 1998 1997
-------------------------------------------- ----------- -----------
<S> <C> <C>
Agricultural $78,579 $62,463
Office 51,813 47,453
-------------------------------------------- ----------- -----------
</TABLE>

The Company monitors creditworthiness of counterparties to all financial
instruments by using controls that include credit approvals, limits and
other monitoring procedures. Collateral for fixed maturities often includes
pledges of assets, including stock and other assets, guarantees and letters
of credit. The Company's underwriting standards with respect to new
mortgage loans generally require loan to value ratios of 75% or less at the
time of mortgage origination.

Non-Income Producing Investments

There were no investments included in the balance sheets that were
non-income producing for the preceding 12 months.

F-25
<PAGE> 76
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Restructured Investments

Mortgage loan and debt securities which were restructured at below market
terms at December 31, 1998 and 1997 were insignificant. The new terms of
restructured investments typically defer a portion of contract interest
payments to varying future periods. The accrual of interest is suspended on
all restructured assets, and interest income is reported only as payment is
received. Gross interest income on restructured assets that would have been
recorded in accordance with the original terms of such assets was
insignificant. Interest on these assets, included in net investment income,
was insignificant.

12. LIFE AND ANNUITY DEPOSIT FUNDS AND RESERVES

At December 31, 1998, the Company had $1.9 billion of life and annuity
deposit funds and reserves. Of that total, $1.5 billion were not subject to
discretionary withdrawal based on contract terms. The remaining $.4 billion
were life and annuity products that were subject to discretionary
withdrawal by the contractholders. Included in the amount that is subject
to discretionary withdrawal were $.2 billion of liabilities that are
surrenderable with market value adjustments. An additional $.2 billion of
life insurance and individual annuity liabilities are subject to
discretionary withdrawals with an average surrender charge of 4.6%. The
life insurance risks would have to be underwritten again if transferred to
another carrier, which is considered a significant deterrent for long-term
policyholders. Insurance liabilities that are surrendered or withdrawn from
the Company are reduced by outstanding policy loans and related accrued
interest prior to payout.

13. RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES

The following table reconciles net income to net cash provided by (used in)
operating activities:

<TABLE>
<CAPTION>
------------------------------------------------------------------ ------------- ------------- -------------
FOR THE YEAR ENDED DECEMBER 31, 1998 1997 1996
---- ---- ----
($ in thousands)
------------------------------------------------------------------ ------------- ------------- -------------
<S> <C> <C> <C>
Net Income From Continuing Operations $57,485 $71,372 $ 25,791
Adjustments to reconcile net income to cash provided by
operating activities:
Realized (gains) losses (18,493) (44,871) 9,613
Deferred federal income taxes 11,783 4,344 (15,665)
Amortization of deferred policy acquisition costs and
value of insurance in force 17,031 6,036 3,286
Additions to deferred policy acquisition costs (120,278) (56,975) (20,753)
Investment income accrued (3,821) 908 1,308
Premium balances receivable (6,786) (3,450) (3,561)
Insurance reserves and accrued expenses (8,431) 3,981 (16,459)
Other (3,881) 26,673 (13,419)
------------------------------------------------------------------ ------------- ------------- -------------
Net cash provided by (used in) operations $(75,391) $8,018 $(29,859)
------------------------------------------------------------------ ------------- ------------- -------------
</TABLE>

14. NON-CASH INVESTING AND FINANCING ACTIVITIES

There were no significant non-cash investing and financing activities for
1998, 1997 and 1996.

F-26
<PAGE> 77

VINTAGE

STATEMENT OF ADDITIONAL INFORMATION

FUND BD II FOR VARIABLE ANNUITIES

Individual Variable Annuity Contract
issued by

The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183

L-12540S May, 1999

<PAGE> 78

PART C

Other Information

Item 24. Financial Statements and Exhibits

(a) The financial statements of the Registrant and the Report of
Independent Accountants are contained in the Registrant's Annual Report
and are incorporated in the Statement of Additional Information by
reference. The financial statements of the Registrant are:

Statement of Assets and Liabilities as of December 31, 1998
Statement of Operations for the year ended December 31, 1998
Statement of Changes in Net Assets for the year ended December 31,
1998 and 1997 Statement of Investments as of December 31, 1998
Notes to Financial Statements

The financial statements of The Travelers Life and Annuity Company and
the report of Independent Accountants are contained in the Statement of
Additional Information. These financial statements include:

Statements of Income for the years ended December 31, 1998, 1997
and 1996 Balance Sheets as of December 31, 1998 and 1997
Statements of Changes in Retained Earnings and Accumulated Other
Changes in Equity from Non-Owner Sources for the years ended
December 31, 1998, 1997 and 1996 Statements of Cash Flows for the
years ended December 31, 1998, 1997 and 1996 Notes to Financial
Statements

(b) Exhibits

1. Resolution of The Travelers Life and Annuity Company Board of Directors
authorizing the establishment of the Registrant. (Incorporated herein
by reference to Registration Statement on Form N-4, File No. 33-58131,
filed via Edgar on March 17, 1995.)

2. Not Applicable.

3(a). Distribution and Principal Underwriting Agreement among the Registrant,
The Travelers Life and Annuity Company and CFBDS, Inc. (Incorporated
herein by reference to Exhibit 3(a) to Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-4, File No. 333-60215 filed
November 9, 1998)

3(b). Selling Agreement. (Incorporated herein by reference to Exhibit 3(b) to
the Registration Statement on Form N-4, filed May 23, 1997.)
(Incorporated herein by reference to Exhibit 3(b) to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-4, File No.
333-60215 filed November 9, 1998)

4. Variable Annuity Contracts. (Incorporated herein by reference to
Registration Statement on Form N-4, File No. 33-58131, filed via Edgar
on March 17, 1995.)

5. Form of Applications. (Incorporated herein by reference to
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-4, filed September 8, 1995.)

6(a). Charter of The Travelers Life and Annuity Company, as amended on April
10, 1990. (Incorporated herein by reference to Registration Statement
on Form N-4, File No. 33-58131, filed via Edgar on March 17, 1995.)

<PAGE> 79

6(b). By-Laws of The Travelers Life and Annuity Company, as amended on
October 20, 1994. (Incorporated herein by reference to Registration
Statement on Form N-4, File No. 33-58131, filed via Edgar on March 17,
1995.)

7. None.
8. None.

9. Opinion of Counsel as to the legality of securities being registered.
(Incorporated herein by reference to Exhibit 9 to Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4 filed April
29, 1997.)

10. Consent of KPMG LLP, Independent Certified Public Accountants.

11. None.
12. None.

13. Schedule for computation of each performance quotation - Standardized
and Non-Standardized. (Incorporated herein by reference to Exhibit No.
13 to Post-Effective Amendment No. 2 to the Registration Statement on
Form N-4, filed April 29, 1997.)

15(a). Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah as
signatory for Michael A. Carpenter, Jay S. Benet, George C. Kokulis,
Ian R. Stuart and Katherine M. Sullivan. (Incorporated herein by
reference to Exhibit No. 15(a) to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-4, filed April 29, 1997.)

15(b). Powers of Attorney authorizing Jay S. Fishman or Ernest J. Wright as a
signatory for Michael A. Carpenter, Robert I. Lipp, Charles O. Prince
III, Marc P. Weill, and Irwin R. Ettinger. (Incorporated herein by
reference to Registration Statement on Form N-4, File No. 33-58131,
filed via Edgar on March 17, 1995.)

15(a). Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah as
signatory for J. Eric Daniels and Jay S. Benet.

Item 25. Directors and Officers of the Depositor

Name and Principal Positions and Offices
Business Address with Insurance Company
- -------------------- ----------------------
Michael A. Carpenter** Director, Chairman of the Board
J. Eric Daniels* President and Chief Executive Officer
Jay S. Benet* Director, Senior Vice President
Chief Financial Officer, Chief
Accounting Officer and Controller
George C. Kokulis* Director and Senior Vice President
Robert I. Lipp* Director
Katherine M. Sullivan* Director and Senior Vice President
and General Counsel
Marc P. Weill** Director and Senior Vice President
Stuart Baritz*** Senior Vice President
Elizabeth C. Georgakopoulos* Senior Vice President

<PAGE> 80

Barry Jacobson* Senior Vice President
Russell H. Johnson* Senior Vice President
Warren H. May* Senior Vice President
Christine M. Modie* Senior Vice President
David A. Tyson* Senior Vice President
F. Denney Voss* Senior Vice President
Ambrose J. Murphy* Deputy General Counsel
Virginia M. Meany* Vice President
Selig Ehrlich* Vice President and Actuary
Donald R. Munson, Jr.* Second Vice President
Anthony Cocolla Second Vice President
Scott R. Hansen Second Vice President
Ernest J. Wright* Vice President and Secretary
Kathleen A. McGah* Assistant Secretary and Counsel

Principal Business Address:

* The Travelers Insurance Company ** Citigroup Inc.
One Tower Square 388 Greenwich Street
Hartford, CT 06183 New York, N.Y. 10013

*** Travelers Portfolio Group
1345 Avenue of the Americas
New York, NY 10105

Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

Incorporated herein by reference to Exhibit 16 to Post-Effective
Amendment No. 2 to the Registration Statement on Form N-4, File No. 333-27689,
filed April 16, 1999.

Item 27. Number of Contract Owners

As of March 31, 1999, 16,661 contract owners held qualified and non-qualified
contracts offered through the Registrant.

Item 28. Indemnification

Sections 33-770 to 33-778, inclusive of the Connecticut General Statutes
("C.G.S.") regarding indemnification of directors and officers of Connecticut
corporations provides in general that Connecticut corporations shall indemnify
their officers, directors and certain other defined individuals against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses
actually incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not

<PAGE> 81

opposed to the best interests of the corporation, and in a criminal case he had
no reasonable cause to believe his conduct was unlawful; or (3) the court, upon
application by the individual, determines in view of all of the circumstances
that such person is fairly and reasonably entitled to be indemnified, and then
for such amount as the court shall determine. With respect to proceedings
brought by or in the right of the corporation, the statute provides that the
corporation shall indemnify its officers, directors and certain other defined
individuals, against reasonable expenses actually incurred by them in connection
with such proceedings, subject to certain limitations.

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

Rule 484 Undertaking

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.

Item 29. Principal Underwriter

(a) CFBDS, Inc.
21 Milk Street
Boston, MA 02109

CFBDS, Inc. also serves as principal underwriter for the following :

(a) CFBDS, the Registrant's Distributor, is also the distributor for
CitiFundsSM International Growth & Income Portfolio, CitiFundsSM International
Growth Portfolio, CitiFundsSM U.S. Treasury Reserves, CitiFundsSM Cash Reserves,
CitiFundsSM Premium U.S. Treasury Reserves, CitiFundsSM Premium Liquid Reserves,
CitiFundsSM Institutional U.S. Treasury Reserves, CitiFundsSM Institutional
Liquid Reserves, CitiFundsSM Institutional Cash Reserves, CitiFundsSM Tax Free
Reserves, CitiFundsSM Institutional Tax Free Reserves, CitiFundsSM California
Tax Free Reserves, CitiFundsSM Connecticut Tax Free Reserves, CitiFundsSM New
York Tax Free Reserves, CitiFundsSM New York Tax Free Income Portfolio,
CitiFundsSM National Tax Free Income Portfolio, CitiFundsSM California Tax Free
Income Portfolio, CitiFundsSM Intermediate Income Portfolio, CitiFundsSM
Balanced Portfolio, CitiFundsSM Small Cap Value Portfolio, CitiFundsSM Growth &
Income Portfolio, CitiFundsSM Large Cap Growth Portfolio, CitiFundsSM Small Cap
Growth Portfolio, CitiSelect VIP Folio 200, CitiSelect VIP Folio 300, CitiSelect
VIP Folio 400, CitiSelect VIP Folio 500, CitiFundsSM Small Cap Growth VIP
Portfolio, CitiSelect Folio 200, CitiSelect Folio 300, CitiSelect Folio 400, and
CitiSelect Folio 500. CFBDS is also the placement agent for Large Cap Value
Portfolio,

<PAGE> 82

Small Cap Value Portfolio, International Portfolio, Foreign Bond Portfolio,
Intermediate Income Portfolio, Short-Term Portfolio, Growth & Income Portfolio,
U.S. Fixed Income Portfolio, Large Cap Growth Portfolio, Small Cap Growth
Portfolio, International Equity Portfolio, Balanced Portfolio, Government Income
Portfolio, Tax Free Reserves Portfolio, Cash Reserves Portfolio and U.S.
Treasury Reserves Portfolio. CFBDS also serves as the distributor for the
following funds: The Travelers Fund U for Variable Annuities, The Travelers Fund
VA for Variable Annuities, The Travelers Fund BD for Variable Annuities, The
Travelers Fund BD II for Variable Annuities, The Travelers Fund BD III for
Variable Annuities, The Travelers Fund BD IV for Variable Annuities, The
Travelers Fund ABD for Variable Annuities, The Travelers Fund ABD II for
Variable Annuities, The Travelers Separate Account PF for Variable Annuities,
The Travelers Separate Account PF II for Variable Annuities, The Travelers
Separate Account QP for Variable Annuities, The Travelers Separate Account TM
for Variable Annuities, The Travelers Separate Account TM II for Variable
Annuities, The Travelers Separate Account Five for Variable Annuities, The
Travelers Separate Account Six for Variable Annuities, The Travelers Separate
Account Seven for Variable Annuities, The Travelers Separate Account Eight for
Variable Annuities, The Travelers Fund UL for Variable Life Insurance, The
Travelers Fund UL II for Variable Life Insurance, The Travelers Fund UL III for
Variable Life Insurance, The Travelers Variable Life Insurance Separate Account
One, The Travelers Variable Life Insurance Separate Account Two, The Travelers
Variable Life Insurance Separate Account Three, The Travelers Variable Life
Insurance Separate Account Four, The Travelers Separate Account MGA, The
Travelers Separate Account MGA II, The Travelers Growth and Income Stock Account
for Variable Annuities, The Travelers Quality Bond Account for Variable
Annuities, The Travelers Money Market Account for Variable Annuities, The
Travelers Timed Growth and Income Stock Account for Variable Annuities, The
Travelers Timed Short-Term Bond Account for Variable Annuities, The Travelers
Timed Aggressive Stock Account for Variable Annuities, The Travelers Timed Bond
Account for Variable Annuities, Emerging Growth Fund, Government Fund, Growth
and Income Fund, International Equity Fund, Municipal Fund, Balanced
Investments, Emerging Markets Equity Investments, Government Money Investments,
High Yield Investments, Intermediate Fixed Income Investments, International
Equity Investments, International Fixed Income Investments, Large Capitalization
Growth Investments, Large Capitalization Value Equity Investments, Long-Term
Bond Investments, Mortgage Backed Investments, Municipal Bond Investments, Small
Capitalization Growth Investments, Small Capitalization Value Equity
Investments, Appreciation Portfolio, Diversified Strategic Income Portfolio,
Emerging Growth Portfolio, Equity Income Portfolio, Equity Index Portfolio,
Growth & Income Portfolio, Intermediate High Grade Portfolio, International
Equity Portfolio, Money Market Portfolio, Total Return Portfolio, Smith Barney
Adjustable Rate Government Income Fund, Smith Barney Aggressive Growth Fund
Inc., Smith Barney Appreciation Fund, Smith Barney Arizona Municipals Fund Inc.,
Smith Barney California Municipals Fund Inc., Balanced Portfolio, Conservative
Portfolio, Growth Portfolio, High Growth Portfolio, Income Portfolio, Global
Portfolio, Select Balanced Portfolio, Select Conservative Portfolio, Select
Growth Portfolio, Select High Growth Portfolio, Select Income Portfolio, Concert
Social Awareness Fund, Smith Barney Large Cap Blend Fund, Smith Barney
Fundamental Value Fund Inc., Large Cap Value Fund, Short-Term High Grade Bond
Fund, U.S. Government Securities Fund, Smith Barney Balanced Fund, Smith Barney
Convertible Fund, Smith Barney Diversified Strategic Income Fund, Smith Barney
Exchange Reserve Fund, Smith Barney High Income Fund, Smith Barney Municipal
High Income Fund, Smith Barney Premium Total Return Fund, Smith Barney Total
Return Bond Fund, Cash Portfolio, Government Portfolio, Municipal Portfolio,
Concert Peachtree Growth Fund, Smith Barney Contrarian Fund, Smith Barney
Government Securities Fund, Smith Barney Hansberger Global Small Cap Value Fund,
Smith Barney Hansberger Global Value Fund, Smith Barney Investment Grade Bond
Fund, Smith Barney Special Equities Fund, Smith Barney Intermediate Maturity
California Municipals Fund, Smith Barney Intermediate Maturity New York
Municipals Fund, Smith Barney Large Capitalization Growth Fund, Smith Barney S&P
500 Index Fund, Smith Barney Mid Cap Blend Fund, Smith Barney Managed
Governments Fund Inc., Smith Barney Managed Municipals Fund Inc., Smith Barney
Massachusetts Municipals Fund, Cash Portfolio, Government Portfolio, Retirement
Portfolio,

<PAGE> 83

California Money Market Portfolio, Florida Portfolio, Georgia Portfolio, Limited
Term Portfolio, New York Money Market Portfolio, New York Portfolio,
Pennsylvania Portfolio, Smith Barney Municipal Money Market Fund, Inc., Smith
Barney Natural Resources Fund Inc., Smith Barney New Jersey Municipals Fund
Inc., Smith Barney Oregon Municipals Fund, Zeros Plus Emerging Growth Series
2000, Smith Barney Security and Growth Fund, Smith Barney Small Cap Blend Fund,
Inc., Smith Barney Telecommunications Income Fund, Income and Growth Portfolio,
Reserve Account Portfolio, U.S. Government/High Quality Securities Portfolio,
Emerging Markets Portfolio, European Portfolio, Global Government Bond
Portfolio, International Balanced Portfolio, International Equity Portfolio,
Pacific Portfolio, AIM Capital Appreciation Portfolio, Alliance Growth
Portfolio, GT Global Strategic Income Portfolio, MFS Total Return Portfolio,
Putnam Diversified Income Portfolio, Smith Barney High Income Portfolio, Smith
Barney Large Cap Value Portfolio, Smith Barney International Equity Portfolio,
Smith Barney Large Capitalization Growth Portfolio, Smith Barney Money Market
Portfolio, Smith Barney Pacific Basin Portfolio, TBC Managed Income Portfolio,
Van Kampen American Capital Enterprise Portfolio, Centurion Tax-Managed U.S.
Equity Fund, Centurion Tax-Managed International Equity Fund, Centurion U.S.
Protection Fund, Centurion International Protection Fund, Global High-Yield Bond
Fund, International Equity Fund, Emerging Opportunities Fund, Core Equity Fund,
Long-Term Bond Fund, Global Dimensions Fund L.P., Citicorp Private Equity L.P.,
AIM V.I. Capital Appreciation Fund, AIM V.I. Government Series Fund, AIM V.I.
Growth Fund, AIM V.I. International Equity Fund, AIM V.I. Value Fund, Fidelity
VIP Growth Portfolio, Fidelity VIP High Income Portfolio, Fidelity VIP Equity
Income Portfolio, Fidelity VIP Overseas Portfolio, Fidelity VIP II Contrafund
Portfolio, Fidelity VIP II Index 500 Portfolio, MFS World Government Series, MFS
Money Market Series, MFS Bond Series, MFS Total Return Series, MFS Research
Series, MFS Emerging Growth Series, Salomon Brothers Institutional Money Market
Fund, Salomon Brothers Cash Management Fund, Salomon Brothers New York Municipal
Money Market Fund, Salomon Brothers National Intermediate Municipal Fund,
Salomon Brothers U.S. Government Income Fund, Salomon Brothers High Yield Bond
Fund, Salomon Brothers Strategic Bond Fund, Salomon Brothers Total Return Fund,
Salomon Brothers Asia Growth Fund, Salomon Brothers Capital Fund Inc, Salomon
Brothers Investors Fund Inc, Salomon Brothers Opportunity Fund Inc, Salomon
Brothers Institutional High Yield Bond Fund, Salomon Brothers Institutional
Emerging Markets Debt Fund, Salomon Brothers Variable Investors Fund, Salomon
Brothers Variable Capital Fund, Salomon Brothers Variable Total Return Fund,
Salomon Brothers Variable High Yield Bond Fund, Salomon Brothers Variable
Strategic Bond Fund, Salomon Brothers Variable U.S. Government Income Fund, and
Salomon Brothers Variable Asia Growth Fund.

(b) The information required by this Item 29 with respect to each director
and officer of CFBDS, Inc. is incorporated by reference to Schedule A of Form BD
filed by CFBDS pursuant to the Securities and Exchange Act of 1934 (File No.
8-32417).

Item 30. Location of Accounts and Records

(1) The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183

Item 31. Management Services

Not applicable.

<PAGE> 84

Item 32. Undertakings

The undersigned Registrant hereby undertakes:

(a) To file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial
statements in the registration statement are never more than sixteen
months old for so long as payments under the variable annuity contracts
may be accepted;

(b) To include either (1) as part of any application to purchase a contract
offered by the prospectus, a space that an applicant can check to
request a Statement of Additional Information, or (2) a post card or
similar written communication affixed to or included in the prospectus
that the applicant can remove to send for a Statement of Additional
Information; and

(c) To deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.

The Company hereby represents:

(a) That the aggregate charges under the Contracts of the Registrant
described herein are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the
Company.

<PAGE> 85

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this post-effective amendment to this
registration statement and has duly caused this post-effective amendment to this
registration statement to be signed on its behalf, in the City of Hartford,
State of Connecticut, on this 23rd day of April 1999.

THE TRAVELERS FUND BD II FOR VARIABLE ANNUITIES
(Registrant)

THE TRAVELERS LIFE AND ANNUITY COMPANY
(Depositor)

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

As required by the Securities Act of 1933, this post-effective amendment to this
registration statement has been signed by the following persons in the
capacities indicated on the 23rd day of April 1999.

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

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

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

*GEORGE C. KOKULIS Director
- ---------------------------
(George C. Kokulis

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

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

*MARC P. WEILL Director
- ---------------------------
(Marc P. Weill)

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

<PAGE> 86

EXHIBIT INDEX

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

15(c). Powers of Attorney authorizing Ernest J. Wright and Electronically
Kathleen A. McGah as signatory for J. Eric Daniels and
Jay S. Benet.
</TABLE>

<PAGE> 1

Consent of Independent Certified Public Accountants

The Board of Directors
The Travelers Life and Annuity Company

We consent to the use of our reports included herein or incorporated herein by
reference and to the reference to our firm as experts under the heading
"Independent Accountants."

KPMG LLP

Hartford, Connecticut
April 26, 1999

<PAGE> 1

THE TRAVELERS FUND BD II FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, J. ERIC DANIELS of Farmington, Connecticut, Director, 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 N-4 or other appropriate form under
the Securities Act of 1933 and the Investment Company Act of 1940 for The
Travelers Fund BD II for Variable Annuities, a separate account of the Company
dedicated specifically to the funding of variable annuity contracts to be
offered by said Company, and further, to sign any and all amendments thereto,
including post-effective amendments, that may be filed by the Company on behalf
of said registrant.

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

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

<PAGE> 2

THE TRAVELERS FUND BD II FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, JAY S. BENET of West Hartford, Connecticut, Director, Senior
Vice President and Chief Financial Officer, Chief Accounting Officer and
Controller of The Travelers Life and Annuity Company (hereafter the "Company"),
do hereby make, constitute and appoint ERNEST J. WRIGHT, Secretary of said
Company, and KATHLEEN A. McGAH, Assistant Secretary of said Company, or either
one of them acting alone, my true and lawful attorney-in-fact, for me, and in my
name, place and stead, to sign registration statements on behalf of said Company
on Form N-4 or other appropriate form under the Securities Act of 1933 and the
Investment Company Act of 1940 for The Travelers Fund BD II for Variable
Annuities, a separate account of the Company dedicated specifically to the
funding of variable annuity contracts to be offered by said Company, and
further, to sign any and all amendments thereto, including post-effective
amendments, that may be filed by the Company on behalf of said registrant.

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

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