TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES, 485APOS, 1997-02-24

TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
485APOS, 1997-02-24

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<PAGE> 1
Registration Statement No. 2-53757
811-2571

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 43

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 43

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
---------------------------------------------------------
(Exact name of Registrant)

THE TRAVELERS INSURANCE COMPANY
-------------------------------
(Name of Insurance Company)

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

Insurance Company's Telephone Number, including Area Code (860) 277-0111
-------------

ERNEST J. WRIGHT
Secretary to the Board of Managers
The Travelers Quality Bond Account for Variable Annuities
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 will become effective (check appropriate box):

immediately upon filing pursuant to paragraph (b) of Rule 485.
- ----
on _______ pursuant to paragraph (b) of Rule 485.
- ----
X 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
- ----
on _____, 1997 pursuant to paragraph (a)(1) of Rule 485.
- ----
75 days after filing pursuant to paragraph (a)(2).
- ----
on _____, 1997 pursuant to paragraph (a)(2) 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.

AN INDEFINITE AMOUNT OF VARIABLE ANNUITY CONTRACT UNITS WAS REGISTERED PURSUANT
TO RULE 24f-2 OF THE INVESTMENT COMPANY ACT OF 1940. A RULE 24f-2 NOTICE FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1996 WILL BE FILED PRIOR TO MARCH 1, 1997.

<PAGE> 2

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

Form N-3 Cross-Reference Sheet
<TABLE>
<CAPTION>

ITEM
NO. CAPTION IN PROSPECTUS
- --- ---------------------
<S> <C>
1. Cover Page The Travelers Quality Bond Account
for Variable Annuities
2. Definitions Glossary of Special Terms
3. Synopsis Prospectus Summary
4. Condensed Financial Information Condensed Financial Information
5. General Description of Registrant The Insurance Company and the Separate
and Insurance Company Accounts; The Travelers Quality Bond
Account for Variable Annuities
6. Management Managed Separate Accounts: Management
and Advisory Services
7. Deductions and Expenses Charges and Deductions; Fee Table
8. General Description of Variable The Variable Annuity Contract; Miscellaneous
Annuity Contracts
9. Annuity Period The Annuity Period
10. Death Benefit Death Benefit; Payout Options
11. Purchases and Contract Value The Variable Annuity Contract
12. Redemptions Surrenders and Redemptions; Right to Return
13. Taxes Premium Tax; Federal Tax Considerations
14. Legal Proceedings Legal Proceedings and Opinions
15. Table of Contents of Statement Appendix A
of Additional Information

CAPTION IN STATEMENT OF ADDITIONAL
INFORMATION
------------------------------------
<S> <C>
16. Cover Page The Travelers Quality Bond Account
for Variable Annuities
17. Table of Contents Table of Contents
18. General Information and History Description of The Travelers and the
Separate Accounts
19. Investment Objectives and Investment Restrictions
Policies
20. Management The Board of Managers
21. Investment Advisory and Other Services Investment Management and Advisory Services;
Securities Custodian; Independent Accountants
22. Brokerage Allocation Investment Management and Advisory Services
23. Purchase and Pricing of Securities Valuation of Separate Account Assets
Being Offered
24. Underwriters Distribution and Management Services
25. Calculation of Performance Data Performance Data
26. Annuity Payments Inapplicable
27. Financial Statements Financial Statements
</TABLE>

<PAGE> 3

PART A

INFORMATION REQUIRED IN A PROSPECTUS

<PAGE> 4

UNIVERSAL ANNUITY
PROSPECTUS
- --------------------------------------------------------------------------------

This prospectus describes the Individual and Group Variable Annuity Contracts
(the "Contracts") to which Purchase Payments may be made as either a single
payment or on a flexible basis. The Contracts are issued by The Travelers
Insurance Company. Purchase Payments may be allocated to one or more of the
following Investment Alternatives: The Travelers Growth and Income Stock Account
for Variable Annuities (Account GIS) -- common stock; The Travelers Quality Bond
Account for Variable Annuities (Account QB) -- intermediate-term bonds; The
Travelers Money Market Account for Variable Annuities (Account MM) -- money
market instruments (an investment in Account MM is neither insured nor
guaranteed by the U.S. Government); The Travelers Timed Growth and Income Stock
Account for Variable Annuities (Account TGIS) -- timed/common stock; The
Travelers Timed Short-Term Bond Account for Variable Annuities (Account
TSB) -- timed/short-term bonds; The Travelers Timed Aggressive Stock Account for
Variable Annuities (Account TAS) -- timed/aggressive common stock; The Travelers
Timed Bond Account for Variable Annuities (Account TB) -- timed/U.S. Government
securities; or The Travelers Fund U for Variable Annuities (Fund U) and its
underlying funds as follows:

- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Capital Appreciation Fund Dreyfus Stock Index Fund
High Yield Bond Trust American Odyssey International Equity
Managed Assets Trust Fund
U.S. Government Securities Portfolio American Odyssey Emerging Opportunities
Social Awareness Stock Portfolio Fund
Utilities Portfolio American Odyssey Core Equity Fund
Templeton Bond Fund American Odyssey Long-Term Bond Fund
Templeton Stock Fund American Odyssey Intermediate-Term Bond
Templeton Asset Allocation Fund Fund
Fidelity's High Income Portfolio American Odyssey Short-Term Bond Fund
Fidelity's Equity-Income Portfolio Smith Barney Income and Growth Portfolio
Fidelity's Growth Portfolio Alliance Growth Portfolio
Fidelity's Asset Manager Portfolio Smith Barney International Equity
Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
MFS Total Return Portfolio
</TABLE>

This prospectus sets forth the information that you should know before
investing. Please read it and retain it for future reference. Additional
information is contained in a Statement of Additional Information ("SAI") dated
May 1, 1997, which has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this prospectus. A copy may be
obtained, without charge, by writing to The Travelers Insurance Company, Annuity
Services, One Tower Square, Hartford, Connecticut 06183, or by calling
1-860-422-3985. The Table of Contents of the SAI appears in Appendix A of this
prospectus.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
FUND U'S UNDERLYING FUNDS. BOTH THIS PROSPECTUS AND EACH OF THE UNDERLYING FUND
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

THE DATE OF THIS PROSPECTUS IS MAY 1, 1997

<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<S> <C>
GLOSSARY OF SPECIAL TERMS............................................................. 4
FEE TABLE............................................................................. 6
THE VARIABLE ANNUITY CONTRACT......................................................... 9
PURCHASE PAYMENTS................................................................... 9
Application of Purchase Payments................................................. 9
Number of Accumulation Units..................................................... 9
THE VARIABLE INVESTMENT ALTERNATIVES................................................ 10
Fund U: Underlying Funds......................................................... 10
Managed Separate Accounts........................................................ 10
TRANSFERS........................................................................... 10
Dollar-Cost Averaging (Automated Transfers)...................................... 10
Asset Allocation Advice.......................................................... 10
Telephone Transfers.............................................................. 11
MARKET TIMING SERVICES.............................................................. 11
Market Timing Risks.............................................................. 12
SURRENDERS AND REDEMPTIONS.......................................................... 12
Systematic Withdrawals........................................................... 13
DEATH BENEFIT....................................................................... 13
CHARGES AND DEDUCTIONS.............................................................. 13
Contingent Deferred Sales Charge................................................. 13
Premium Tax...................................................................... 15
Administrative Charge............................................................ 15
Mortality and Expense Risk Charge................................................ 15
Reduction or Elimination of Contract Charges..................................... 15
Investment Advisory Fees......................................................... 16
Market Timing Services Fees...................................................... 16
THE ANNUITY PERIOD.................................................................... 16
Maturity Date.................................................................... 16
Allocation of Annuity Payments................................................... 17
Annuity Unit Value............................................................... 17
Determination of First Annuity Payment........................................... 17
Determination of Second and Subsequent Annuity Payments.......................... 18
PAYOUT OPTIONS...................................................................... 18
Election of Options.............................................................. 18
Annuity Options.................................................................. 18
Income Options................................................................... 19
MISCELLANEOUS......................................................................... 20
Termination of Contract or Account............................................... 20
Distribution from One Account to Another Account................................. 21
Required Reports................................................................. 21
Right to Return.................................................................. 21
Change of Contract............................................................... 22
</TABLE>

2
<PAGE> 6

<TABLE>
<S> <C>
Assignment....................................................................... 22
Suspension of Payments........................................................... 22
Voting Rights.................................................................... 22
Fund U......................................................................... 23
Accounts GIS, QB, MM, TGIS, TSB, TAS and TB.................................... 23
Distribution of Variable Annuity Contracts....................................... 23
State Regulation................................................................. 24
Legal Proceedings and Opinions................................................... 24
THE INSURANCE COMPANY AND SEPARATE ACCOUNTS........................................... 24
THE INSURANCE COMPANY............................................................... 24
THE SEPARATE ACCOUNTS............................................................... 24
Substitution of Investments...................................................... 25
Investment Advisers.............................................................. 25
Managed Separate Accounts: Management and Investment Advisory Services........... 26
Performance Information.......................................................... 27
FEDERAL TAX CONSIDERATIONS............................................................ 27
General............................................................................. 27
Investor Control.................................................................... 28
Section 403(b) Plans and Arrangements............................................... 28
Qualified Pension and Profit-Sharing Plans.......................................... 29
Individual Retirement Annuities..................................................... 29
Section 457 Plans................................................................... 29
The Employee Retirement Income Security Act of 1974................................. 30
Federal Income Tax Withholding...................................................... 30
Tax Advice.......................................................................... 31
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE
ANNUITIES (ACCOUNT GIS)............................................................. 31
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
(ACCOUNT QB)........................................................................ 33
THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES
(ACCOUNT MM)........................................................................ 35
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT FOR
VARIABLE ANNUITIES (ACCOUNT TGIS)................................................... 37
THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT FOR VARIABLE
ANNUITIES (ACCOUNT TSB)............................................................. 39
THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR VARIABLE
ANNUITIES (ACCOUNT TAS)............................................................. 41
THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES
(ACCOUNT TB)........................................................................ 43
APPENDIX A (CONDENSED FINANCIAL INFORMATION).......................................... A-1
APPENDIX B............................................................................ B-1
</TABLE>

3
<PAGE> 7

GLOSSARY OF SPECIAL TERMS
- --------------------------------------------------------------------------------
As used in this Prospectus, the following terms have the indicated meanings:

ACCUMULATION UNIT -- an accounting unit of measure used to calculate the value
of a contract before Annuity Payments begin.

ANNUITANT -- the person on whose life the Variable Annuity contract is issued.

ANNUITY COMMENCEMENT DATE -- the date on which Annuity Payments are to begin
under the terms of the Contract and/or the Plan. Also referred to as "Maturity
Date" under an Individual Contract.

ANNUITY PAYMENTS -- a series of periodic payments for life; for life with either
a minimum number of payments or a determinable sum assured; or for the joint
lifetime of the Annuitant and another person and thereafter during the lifetime
of the survivor.

ANNUITY UNIT -- an accounting unit of measure used to calculate the dollar
amount of Annuity Payments.

BOARD OF MANAGERS -- the persons directing the investment and administration of
a Managed Separate Account.

CASH SURRENDER VALUE -- the amount payable to the Owner or other payee upon
termination of the contract during the lifetime of the Annuitant.

CASH VALUE -- the current value of Accumulation Units credited to the contract
less any administrative charges.

CERTIFICATE -- the document issued to a Participant evidencing his or her
participation under the Group Contract.

CERTIFICATE DATE -- the effective date of participation under the group annuity
contract as designated in the Certificate.

CERTIFICATE YEARS -- annual periods computed from the Certificate Date.

COMPANY -- The Travelers Insurance Company.

COMPANY'S HOME OFFICE -- the principal executive offices of the Company, located
at One Tower Square, Hartford, Connecticut, 06183.

CONTRACT -- the Variable Annuity contract described in this prospectus. A group
contract ("Group Contract") or an individual contract ("Individual Contract")
may be issued.

CONTRACT DATE -- the date on which the master Group Contract or Individual
Contract and its benefits and provisions become effective.

CONTRACT YEARS -- annual periods computed from the Contract Date.

CONTRACT OWNER (OWNER) -- for a Group Contract, the entity to which the master
group contract is issued, usually a trustee, Plan administrator or employer. For
an Individual Contract, the person to whom the Contract is issued.

CONTRACT OWNER'S ACCOUNT (OWNER'S ACCOUNT) -- the record of Accumulation Units
credited to the Contract Owner.

INCOME PAYMENTS -- optional forms of periodic payments made by the Company which
are not based on the life of the Annuitant.

INDIVIDUAL ACCOUNT -- the record of Accumulation Units credited to a Participant
or beneficiary.

4
<PAGE> 8

INVESTMENT ALTERNATIVE -- a Managed Separate Account or available Underlying
Fund to which assets under a Variable Annuity contract may be allocated.

MAJORITY VOTE -- a "majority vote of the outstanding voting securities" is
defined in the Investment Company Act of 1940, as amended ("1940 Act") as the
lesser of (i) 67% or more of the votes present at a meeting, if Contract Owners
holding more than 50% of the total voting power of all Contract Owners in the
Separate Account are present or represented by proxy, or (ii) more than 50% of
the total voting power of all Contract Owners in the Separate Account.

MANAGED SEPARATE ACCOUNTS -- Accounts GIS, QB, MM, TGIS, TSB, TAS and TB,
registered with the SEC under the 1940 Act to which payments under this Contract
may be allocated.

MARKET TIMING SERVICES -- third party investment advisory services provided for
an extra fee to Participants in Account TGIS, Account TSB, Account TAS and
Account TB.

MATURITY DATE -- the date on which the first Annuity Payment is to begin.

PARTICIPANT -- an eligible person who participates in the Plan.

PARTICIPANT'S INTEREST -- the Cash Value which is credited for the benefit of a
Participant under the Plan.

PLAN -- the Plan under which the Contract is issued.

PURCHASE PAYMENT -- a gross amount paid to the Company under the Contract during
the accumulation period.

SEPARATE ACCOUNT -- assets set aside by the Company, the investment experience
of which is kept separate from that of other assets of the Company; for example,
The Travelers Fund U for Variable Annuities or The Travelers Growth and Income
Stock Account for Variable Annuities.

UNDERLYING FUND(S) -- the investment option(s) available under The Travelers
Fund U for Variable Annuities to which payments under the Contract may be
allocated. (The portion of the Contract or Account allocated to the Underlying
Fund is referred to in the Contract as "Sub-Accounts.")

VALUATION DATE -- a day on which an account is valued. A valuation date is any
day on which the New York Stock Exchange is open for trading. The value of
Accumulation Units and Annuity Units will be determined as of the close of
trading on the New York Stock Exchange.

VALUATION PERIOD -- the period between the close of business on successive
Valuation Dates.

VARIABLE ANNUITY -- an annuity contract which provides for accumulation and for
Annuity Payments which vary in amount in accordance with the investment
experience of a Separate Account.

5
<PAGE> 9

FEE TABLE
- --------------------------------------------------------------------------------
ACCOUNTS GIS, QB, MM, TGIS, TSB, TAS AND TB
FUND U AND ITS UNDERLYING FUNDS

The purpose of this Fee Table is to help individuals understand the various
costs and expenses that a Contract Owner or a Participant will bear, directly or
indirectly, under the Contract. The information, except as noted, reflects
expenses of the Managed Separate Accounts as well as Fund U and its Underlying
Funds for the fiscal year ending December 31, 1996. For additional information,
including possible waivers or reductions of these expenses, see "Charges and
Deductions." Expenses shown do not include premium taxes, which may be
applicable.

CONTRACT CHARGES AND EXPENSES

<TABLE>
<S> <C>
CONTINGENT DEFERRED SALES CHARGE (as a percentage of purchase payments)
If withdrawn within 5 years after the purchase payment is made.............. 5.00%
If withdrawn 5 or more years after the purchase payment is made............. 0%
SEMIANNUAL CONTRACT ADMINISTRATIVE CHARGE...................................... $15
ANNUAL SEPARATE ACCOUNT EXPENSES
MORTALITY AND EXPENSE RISK CHARGE (as a percentage of average net assets of
Managed Separate Accounts and Fund U)....................................... 1.25%
INVESTMENT ALTERNATIVE EXPENSES:
(as a percentage of average net assets of amounts allocated to the Investment
Alternative)
</TABLE>

<TABLE>
<CAPTION>
MARKET
MANAGEMENT TIMING ANNUAL
MANAGED SEPARATE ACCOUNTS FEE FEE(1) EXPENSES(2)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Travelers Growth and Income Stock (Account GIS)...... 0.45% -- 0.45%
Travelers Quality Bond Account (Account QB).......... 0.32% -- 0.32%
Travelers Money Market Account (Account MM).......... 0.32% -- 0.32%
Travelers Timed Growth and Income Stock Account
(Account TGIS)..................................... 0.32% 1.25% 1.57%
Travelers Timed Short-Term Bond Account (Account
TSB)............................................... 0.32% 1.25% 1.57%
Travelers Timed Aggressive Stock Account (Account
TAS)............................................... 0.35% 1.25% 1.58%
Travelers Timed Bond Account (Account TB)............ 0.50% 1.25% 1.75%
</TABLE>

<TABLE>
<CAPTION>
OTHER TOTAL
EXPENSES UNDERLYING
MANAGEMENT (AFTER FUND
UNDERLYING FUNDS FEE REIMBURSEMENT) EXPENSES
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital Appreciation Fund............................ 0.75% % %
High Yield Bond Trust................................ 0.50% %(3) %
Managed Assets Trust................................. 0.50% % %
U.S. Government Securities Portfolio................. 0.32% % %
Social Awareness Stock Portfolio..................... 0.65% %(3) %
Utilities Portfolio.................................. 0.65% %(3) %
Templeton Bond Fund.................................. 0.50% % %
Templeton Stock Fund................................. % % %
Templeton Asset Allocation Fund...................... % % %
Fidelity's High Income Portfolio..................... 0.60% %(4) %
Fidelity's Equity-Income Portfolio................... 0.51% %(4) %
Fidelity's Growth Portfolio.......................... 0.61% %(4) %
Fidelity's Asset Manager Portfolio................... 0.71% %(4) %
Dreyfus Stock Index Fund............................. 0.25% %(5) %
American Odyssey International Equity Fund........... 0.68 % %(6) %
American Odyssey Emerging Opportunities Fund......... 0.63 % %(6) %
American Odyssey Core Equity Fund.................... 0.59% %(6) %
American Odyssey Long-Term Bond Fund................. 0.50% %(6) %
American Odyssey Intermediate-Term Bond Fund......... 0.50% %(6) %
American Odyssey Short-Term Bond Fund................ 0.50% %(6) %
</TABLE>

6
<PAGE> 10

(1) Contract Owners may discontinue market timing services at any time and
thereby avoid any subsequent fees for those services by transferring to a
non-timed account.

(2) This figure does not include the mortality and expense risk fee.

(3) Other Expenses take into account the current expense reimbursement
arrangement with the Company. The Company has agreed to reimburse each Fund
for the amount by which its aggregate expenses (including the management
fee, but excluding brokerage commissions, interest charges and taxes)
exceeds 1.25%. Without such arrangement, Other Expenses would have been
%, % and % for High Yield Bond Trust, Social Awareness Stock
Portfolio, and Utilities Portfolio, respectively.

(4) No reimbursement arrangement affected the Equity-Income Portfolio and the
Growth Portfolio. A portion of the brokerage commissions the Fund paid was
used to reduce its expenses. Without this reduction, Total Underlying Fund
Expenses would have been: High Income Portfolio, % (there were brokerage
commissions paid, but it did not affect the ratio) and Asset Manager
Portfolio, %.

(5) The administrator and investment adviser have agreed to reimburse the Fund
for expenses in excess of 0.40%. The Management Fee and Other Expenses
before reimbursement were % and %, respectively. The Management Fee
prior to November 13, 1995 was .15%. On that date, a new Management
Agreement became effective with a Management Fee of 0.245%.

(6) Total Underlying Fund Expenses do not take into account the expense
limitations agreed to by the Manager. The Manager anticipates that as of May
1996, it will no longer waive the fees or reimburse the expenses for the
International Equity Fund, the Emerging Opportunities Fund, the Core Equity
Fund, the Long-Term Bond Fund, and the Intermediate-Term Bond Fund. Total
Underlying Fund Expenses, which reflect the repayment to the Manager of
prior fees waived and expenses reimbursed, were 1.08%, 0.77%, 0.70%, 0.70%,
and 0.75% respectively.

The Manager has agreed to continue, at least until May 1, 1997, to waive fees
or reimburse expenses to the extent the Short-Term Bond Fund's total expense
ratio exceeds 0.75%. Thereafter, the Fund is required to reimburse the Manager
for any fees waived or expenses it reimbursed provided that this reimbursement
by the Fund does not cause the total expense ratio to exceed the expense
limitations above. Without these expense limitations and/or Manager
reimbursements, Other Expenses of the Short-Term Bond Fund would have been
0.26%.

(7) Total Underlying Fund Expenses are as of October 31, 1996, (the Fund's
fiscal year end) taking into account the current expense limitations agreed
to by the Manager. The Manager waived all of its fees for the period and
reimbursed the Portfolios for their expenses. If such fees were not waived
and expenses were not reimbursed, Total Underlying Fund Expenses would have
been as follows: Smith Barney Income and Growth, %; Alliance Growth
Portfolio, %; Putnam Diversified Income Portfolio, 1.31%; Smith Barney
High Income Portfolio, %; and MFS Total Return Portfolio, %.

(8) During the fiscal year ended October 31, 1996, the Smith Barney
International Equity Portfolio earned credits from the Custodian which
reduced the service fees incurred. When these credits are taken into
consideration, Total Underlying Fund Expenses for these Portfolios are
%.

EXAMPLE*
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

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

(a) If the Contract is surrendered at the end of the period shown

(b) If the Contract is not surrendered at the end of the period shown or if
it is annuitized

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Managed Separate Accounts:
Account GIS............................................................. $ $ $ $
Account QB..............................................................
Account MM..............................................................
Account TGIS............................................................
Account TSB.............................................................
Account TAS.............................................................
Account TB..............................................................
</TABLE>

7
<PAGE> 11

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
THREE FIVE TEN
ONE YEARS YEARS YEARS
YEAR
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Underlying Funding Options:
Capital Appreciation Fund............................................... $ $ $ $
High Yield Bond Trust...................................................
Managed Assets Trust....................................................
U.S. Government Securities Portfolio....................................
Social Awareness Stock Portfolio........................................
Utilities Portfolio.....................................................
Templeton Bond Fund.....................................................
Templeton Stock Fund....................................................
Templeton Asset Allocation Fund.........................................
Fidelity's High Income Portfolio........................................
Fidelity's Equity-Income Portfolio......................................
Fidelity's Growth Portfolio.............................................
Fidelity's Asset Manager Portfolio......................................
Dreyfus Stock Index Fund................................................
American Odyssey Funds(1):
International Equity Fund.............................................
Emerging Opportunities Fund...........................................
Core Equity Fund......................................................
Long-Term Bond Fund...................................................
Intermediate-Term Bond Fund...........................................
Short-Term Bond Fund..................................................
American Odyssey Funds(2):
International Equity Fund.............................................
Emerging Opportunities Fund...........................................
Core Equity Fund......................................................
Long-Term Bond Fund...................................................
Intermediate-Term Bond Fund...........................................
Short-Term Bond Fund..................................................
Smith Barney Income and Growth Portfolio................................
Alliance Growth Portfolio...............................................
Smith Barney International Equity Portfolio.............................
Putnam Diversified Income Portfolio.....................................
Smith Barney High Income Portfolio......................................
MFS Total Return Portfolio..............................................
G.T. Global Strategic Income Portfolio..................................
</TABLE>

* The Example reflects the $15 Semiannual Contract Fee as an annual charge of
.167% of assets.

(1) Reflects expenses that would be incurred for those Contract Owners who DO
NOT participate in the CHART Asset Allocation program.

(2) Reflects expenses that would be incurred for those Contract Owners who DO
participate in the CHART Asset Allocation program.

8
<PAGE> 12

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

The Contract is a variable annuity designed to help Contract Owners and
Participants accumulate money for retirement. The following brief description of
the key features of the Contract is subject to the specific terms of the
Contract itself.

PURCHASE PAYMENTS

Purchase Payments under tax-qualified retirement plans (except IRAs), that is,
tax-sheltered annuities (i.e., 403(b)), corporate pension and profit-sharing,
governmental and deferred compensation plans for governmental and tax-exempt
organization employees, may be made under the Contract in amounts of $20 or more
per Participant, subject to the terms of the Plan. The initial minimum Purchase
Payment for IRAs is $1,000; for nonqualified Contracts, the initial minimum
Purchase Payment is $1,000 and $100 thereafter. The initial Purchase Payment is
due and payable before the Contract becomes effective.

Purchase Payments accumulate under the Contract until the Annuity Commencement
Date. The Company will automatically begin paying Annuity Payments to the Owner
or Participant, as provided in the Plan, on the Participant's Annuity
Commencement Date, if the Participant is then living. (See "Annuity
Options -- Automatic Option.") The Owner or the Participant, as provided in the
Plan, may choose instead a number of alternative arrangements for benefit
payments. Under a Group Contract, if the Participant dies before a payout
begins, the Company will pay to the Owner or beneficiary, as provided in the
Plan, the Participant's Interest. The Participant's Interest will be considered
the Cash Value of that Participant's Individual Account unless the Company is
otherwise instructed by the Owner. Under an Individual Contract, if the Owner
dies before a payout begins, the amount due will be paid to the beneficiary.

APPLICATION OF PURCHASE PAYMENTS

Each Purchase Payment will be applied to the Contract to provide Accumulation
Units of the Investment Alternatives, as selected by the Contract Owner. Such
Accumulation Units will be credited to an Owner's Account or Individual Account,
as directed or as provided in the Plan. If the Contract application is in good
order, the Company will apply the initial Purchase Payment within two business
days of receipt of the Purchase Payment at the Company's Home Office. If the
application is not in good order, the Company will attempt to secure the missing
information within five business days. If the application is not complete at the
end of this period, the Company will inform the applicant of the reason for the
delay. The Purchase Payment will be returned immediately unless the applicant
specifically consents to the Company keeping the Purchase Payment until the
application is complete. Once it is complete, the Purchase Payment will be
applied within two business days.

NUMBER OF ACCUMULATION UNITS

The number of Accumulation Units to be credited will be determined by dividing
the Purchase Payment applied to the designated Investment Alternative by the
current Accumulation Unit Value of that Investment Alternative.

The Accumulation Unit Value for each Investment Alternative was established at
$1.00 at inception. The value of an Accumulation Unit on any Valuation Date is
determined by multiplying the value on the immediately preceding Valuation Date
by the net investment factor for the Valuation Period just ended. The net
investment factor is described in the SAI. The value of an Accumulation Unit on
any date other than a Valuation Date will be equal to its value as of the next
succeeding Valuation Date. The value of an Accumulation Unit may increase or
decrease.

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<PAGE> 13

THE VARIABLE INVESTMENT ALTERNATIVES

FUND U

Fund U currently invests in the following Underlying Funds. Each Underlying Fund
has risks associated with it. Please read the accompanying prospectus for each
carefully. Underlying Funds may be added or withdrawn as permitted by applicable
law. Additionally, some of the Underlying Funds may not be available in every
state due to various insurance regulations.

MANAGED SEPARATE ACCOUNTS:

For each Managed Separate Account, neither the investment objective nor the
fundamental investment restrictions, as described in the SAI, can be changed
without a vote of the majority of the outstanding voting securities of the
Accounts, as defined by the 1940 Act. See page for more information regarding
the investment objectives and policies and risk factors of these options.

Certain investment options are available through a market timing program, for
which there is a fee. Certain risks may apply to those who allocate funds to
these options outside of the market timing program. See "Market Timing Services
Fees" for more information.

TRANSFERS

Before Annuity or Income Payments begin, the Owner or Participant, if permitted,
may transfer all or part of the Contract Value among available Investment
Alternatives without fee, penalty or charge. There are currently no restrictions
on frequency of transfers, but the Company reserves the right to limit transfers
to one in any six-month period. Such restrictions do not apply to transfers by
third party market timing services among timed Investment Alternatives.

Since the available Investment Alternatives have different investment advisory
fees, a transfer from one Investment Alternative to another could result in
higher or lower investment advisory fees. (See "Investment Advisory Fees.")

DOLLAR COST AVERAGING (AUTOMATED TRANSFERS)

By written request, the Owner or Participant, if permitted, may elect automated
transfers of Contract Values on a monthly or quarterly basis from specific
Investment Alternatives to other Investment Alternatives. Certain minimums may
apply to enroll in the program. He or she may stop or change participation in
the Dollar Cost Averaging program at any time, provided the Company receives at
least 30 days' written notice.

Automated transfers are subject to all Contract provisions, including those
relating to the transfer of money between Investment Alternatives. Certain
minimums may apply to amounts transferred.

ASSET ALLOCATION ADVICE

Some Contract Owners or Participants, if permitted, may elect to enter into a
separate advisory agreement with Copeland Financial Services, Inc. ("Copeland"),
an affiliate of the Company. Copeland provides asset allocation advice under its
CHART(SM) Program, which is fully described in a separate Disclosure Statement.
Under the CHART Program, Purchase Payments and Cash Values are allocated among
the six American Odyssey Funds. Copeland's charge for this advisory service is
equal to a maximum of 1.50% of the assets subject to the CHART Program. This fee
is currently reduced by 0.25%, the amount of the fee paid to the investment
manager of American Odyssey Funds, and it is further reduced for assets over
$25,000. Another reduction is made for Participants in Plans subject to ERISA
with respect to amounts allocated to the American Odyssey Intermediate-Term Bond
Fund because that Fund has as its subadviser an affiliate of Copeland. A $30
initial fee is also charged. The CHART Program fee will be paid by quarterly
withdrawals from the Cash Values allocated to the American Odyssey Funds. The
Company will not treat these withdrawals as

10
<PAGE> 14

taxable distributions. The CHART Program may not be available in all marketing
programs through which the Universal Annuity Contract is sold.

TELEPHONE TRANSFERS

A Contract Owner may place a transfer request via telephone. The telephone
transfer privilege is available automatically; no special election is necessary
for a Contract Owner to have this privilege. All transfers must be in accordance
with the terms of the Contract. Transfer instructions are currently accepted on
each Valuation Date between 9:00 a.m. and 4:00 p.m., Eastern time, at
1-800-842-8573. Once instructions have been accepted, they may not be rescinded;
however, new telephone instructions may be given the following day. If the
transfer instructions are not in good order, the Company will not execute the
transfer and will promptly notify the caller.

The Company will make a reasonable effort to record each telephone transfer
conversation, but in the event that no recording is effective or available, the
Contract Owner will remain liable for each telephone transfer effected.
Additionally, the Company is not liable for acting upon instructions believed to
be genuine and in accordance with the procedures described above. As a result of
this policy, the Contract Owner may bear the risk of loss in the event that the
Company follows instructions that prove to be fraudulent.

MARKET TIMING SERVICES

Accounts TGIS, TSB, TAS and TB ("Market Timed Accounts") are Investment
Alternatives available to individuals who have entered into market timing
services agreements ("market timing agreements") with registered investment
advisers who provide market timing services ("registered investment advisers").
Such agreements permit the registered investment advisers to act on behalf of
the Contract Owner or Participant by transferring all or a portion of the
Contract Owner's units from one Market Timed Account to another. The registered
investment advisers can transfer funds only from one Market Timed Account to
another Market Timed Account.

A Contract Owner or Participant, if permitted, may transfer account values from
any of the Market Timed Accounts to any of the other Investment Alternatives
available under the Contract. However, if an individual in a Market Timed
Account transfers all current account values and directs all future allocations
to a non-timed investment alternative, the market timing agreements with the
registered investment advisers automatically terminate. If this occurs, the
registered investment advisers no longer have the right to transfer funds on
behalf of that individual. Partial withdrawals from the Market Timed Accounts do
not affect the market timing agreements.

Copeland, a registered investment adviser and an affiliate of the Company,
provides market timing services for a fee equivalent to 1.25% of the current
value of the assets subject to timing. Copeland also charges a $30 market timing
application fee. If a person who has terminated his or her market timing
agreement wishes to reenter a market timing agreement, the market timing fees
will be reassessed, and a new $30 application fee will be charged by Copeland.

The market timing fee is deducted from the assets of the Market Timed Accounts
pursuant to a payment method for which the Company, Accounts TGIS, TSB, TAS and
TB, Tower Square Securities, Inc., the principal underwriter of the Contracts,
and Copeland obtained an exemptive order from the SEC on February 7, 1990
("asset charge payment method"). Pursuant to the asset charge payment method,
the market timing agreements are between the Contract Owner or Participant, as
applicable and Copeland; however, the Company is a signatory to the agreements
and is solely responsible for payment of the fee to Copeland. On each Valuation
Date, the Company deducts the amount necessary to pay the fee from each of the
Market Timed Accounts and, in turn, pays that amount to Copeland. This is the
sole payment method available to those who enter into market timing agreements.
Individuals in the Market Timed Accounts may use the services of unaffiliated
market timing investment advisers if such advisers are acceptable to the

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<PAGE> 15

Company, and if such advisers agree to an arrangement substantially identical to
the asset charge payment method.

Distribution and Management Agreements between each of the Market Timed Accounts
and the Company authorize the Company to deduct the market timing fees in
accordance with the asset charge payment method. Contract Owners are asked to
approve annually the terms of the Distribution and Management Agreement in order
to continue the asset charge payment method. Because the market timing services
are provided pursuant to individual agreements between Contract Owners or
Participants and the registered investment advisers, the Boards of Managers of
the Market Timed Accounts do not exercise any supervisory or oversight role with
respect to these services or the fees charged therefor.

Under the asset charge payment method, the daily deductions for market timing
fees are not treated by the Company as taxable distributions. (See "Federal Tax
Considerations," page 43.)

MARKET TIMING RISKS

Those who allocate amounts to the Market Timed Accounts without a market timing
agreement do so at their own risk and may bear a disproportionate amount of the
expenses associated with Separate Account portfolio turnover. In addition, since
the market timing fee is deducted by the Company as an asset charge from the
Market Timed Accounts, those who allocate amounts to these Accounts without a
market timing agreement will nevertheless have the fees deducted on a daily
basis. Although the Company intends to identify such non-timed Contract Owners
or Participants and to restore to the non-timed Contract Owner's account, no
less frequently than monthly, an amount equal to the deductions for the market
timing fees, this restored amount will not reflect any investment experience
that would have been attributable to such deductions.

Those who elect to participate in a market timing agreement may be subject to
the following additional risks: (1) higher transaction costs; (2) higher
portfolio turnover rate; (3) investment return goals not being achieved by the
registered investment advisers which provide market timing services; and (4)
higher account expenses for depleting and, then, starting up the account.
Actions by the registered investment advisers which provide market timing
services may also increase risks generally found in any investment, i.e., the
failure to achieve an investment objective, and possible lower yield. In
addition, if there is more than one market timing strategy utilizing a Market
Timed Account, those who invest in the Market Timed Account when others are
transferred into or out of that Account by the registered investment advisers
may bear part of the direct costs incurred by those individuals who were
transferred. For example, if 90% of a Market Timed Account is under one market
timing strategy, and those funds are transferred either into or out of that
Account, those constituting the other 10% of the Market Timed Account may bear a
disproportionate amount of the expense for the transfer.

SURRENDERS AND REDEMPTIONS

Under a Group Contract, before a Participant's Annuity Commencement Date, the
Company will pay all or any portion of that Participant's Interest to the Owner
or Participant, as provided in the Plan. Under an Individual Contract, the
Contract Owner may redeem all or any portion of the Cash Surrender Value at any
time prior to the Annuity Commencement Date. The Owner or Participant must
submit a written surrender request. Surrenders will be made pro rata from all
the investment options unless he or she specifies the Investment Alternative(s)
from which surrender is to be made. The Cash Surrender Value will be determined
as of the Valuation Date next following receipt of the Owner's surrender request
at the Company's Home Office. A Group Contract Owners' Account may be
surrendered for cash as provided in the Plan without the consent of any
Participant.

The Company may defer payment of any Cash Surrender Value for a period of not
more than seven days after the request is received in good order. The Cash
Surrender Value of an Owner's

12
<PAGE> 16

Account or Individual Account on any date will be equal to the Cash Value of the
applicable Contract or Account less any applicable Contingent Deferred Sales
Charge, outstanding cash loans, and any premium tax not previously deducted. The
Cash Surrender Value may be more or less than the Purchase Payments made
depending on the value of the Contract or Account at the time of surrender.

For those participating in the Texas Optional Retirement Program, a withdrawal
is available only upon termination of employment, retirement or death as
provided in the Texas Optional Retirement Program.

For Participants in Section 403(b) tax deferred annuity plans, a withdrawal may
not be made from certain salary reduction amounts taken prior to reaching age
59 1/2, or due to separation from service, death, disability or hardship. (See
"Section 403(b) Plans and Arrangements," page 43.)

SYSTEMATIC WITHDRAWALS

Each Contract Year, Contract Owners or Participants, as applicable, may elect to
take monthly, quarterly, semiannual or annual systematic withdrawals of a
specified dollar amount. Any applicable premium taxes will be deducted. To elect
this option, an election form provided by the Company must be completed.
Systematic withdrawals may be stopped at any time, provided the Company receives
at least 30 days' written notice.

DEATH BENEFIT

The following Death Benefit applies to all Contracts, except for unallocated
Group Contracts for which there is no death benefit:

If the Participant or, for an Individual Contract, the Annuitant dies on or
after age 75 and before Annuity or Income Payments begin, the Company will pay
to the beneficiary the Participant's Interest or Cash Value, for individual
Contracts, as of the date it receives at its Home Office proof of death, less
any premium tax incurred. If the Participant or Annuitant dies before age 75 and
before Annuity or Income Payments begin, after receipt of due proof of death,
the Company will pay the greatest of (1), (2) or (3) below:

1. the Participant's Interest or, for an Individual Contract, the Cash
Value, less any premium tax incurred or outstanding cash loans;

2. the total Purchase Payments allocated for that Participant or Contract
Owner, less any prior surrenders or cash loans; or

3. the Participant's Interest or, for an Individual Contract, the Cash
Value, on the fifth Certificate or Contract Year immediately preceding
the date of receipt of due proof of death by the Company, less any
applicable premium tax, outstanding cash loans or surrenders made since
such fifth year anniversary.

In some jurisdictions, until state approval is received, the applicable age at
which the death benefit formula will reduce will be age 65 rather than age 75.

CHARGES AND DEDUCTIONS

CONTINGENT DEFERRED SALES CHARGE

No sales charges are deducted at the time a Purchase Payment is applied under
the Contract. A Contingent Deferred Sales Charge of 5% will be assessed if an
amount is surrendered (withdrawn) within five years of its payment date. (For
this calculation, the five years will be measured from the first day of the
calendar month of the payment date.)

In the case of a partial surrender, payments made first will be considered to be
surrendered first ("first in, first out"). In no event may the Contingent
Deferred Sales Charge exceed 5% of premiums paid in the five years immediately
preceding the surrender date, nor may the charge

13
<PAGE> 17

exceed 5% of the amount withdrawn. Unless the Company receives instructions to
the contrary, the Contingent Deferred Sales Charge will be deducted from the
amount requested.

The Contingent Deferred Sales Charge will be waived if:

- - an annuity payout is begun;

- - an income option of at least three years' duration (without right of
withdrawal) is begun after the first Contract Year;

- - the Participant under a Group Contract or Annuitant under an Individual
Contract dies;

- - the Participant under a Group Contract or Annuitant under an Individual
Contract becomes disabled (as defined by the Internal Revenue Service)
subsequent to purchase of the Contract;

- - the Participant under a Group Contract, or Annuitant under an Individual
Contract, under a tax-deferred annuity plan (403(b) plan) retires after age
55, provided the Contract has been in effect five years or more and provided
the payment is made to the Contract Owner or Participant, as provided in the
Plan;

- - the Participant under a Group Contract, or Annuitant under an Individual
Contract, under an IRA plan reaches age 70 1/2, provided the Certificate has
been in effect five years or more;

- - the Participant under a Group Contract, or Annuitant under an Individual
Contract, under a qualified pension or profit-sharing plan (including a 401(k)
plan) retires at or after age 59 1/2, provided the Certificate or Contract, as
applicable has been in effect five years or more; or if refunds are made to
satisfy the anti-discrimination test. (For those under Certificates issued
before May 1, 1992, the Contingent Deferred Sales Charge will also be waived
if the Participant or Annuitant retires at normal retirement age (as defined
by the Plan), provided the Certificate or Contract, as applicable has been in
effect one year or more);

- - the Participant under a Section 457 deferred compensation plan retires and the
Certificate has been in effect five years or more, or if a financial hardship
or disability withdrawal has been allowed by the Plan administrator under
applicable Internal Revenue Service ("IRS") rules;

- - for Group Contracts, the Participant under a Section 457 deferred compensation
plan established by the Deferred Compensation Board of the state of New York
or a "public employer" in that state (as defined in Section 5 of the New York
State Finance Laws) terminates employment. The Contingent Deferred Sales
Charge will also be waived for such a Plan at the termination date specified
in the Contract; or

- - for Group Contracts, the Participant under a pension or profit-sharing plan,
including a 401(k) plan, Section 457 deferred compensation plan, or a tax
deferred annuity plan (403(b) plan) that is subject to the Employee Retirement
Income Security Act of 1974 ("ERISA") retires at normal retirement age (as
defined by the Plan) or terminates employment, provided that the Contract
Owner purchases this Contract in conjunction with a group unallocated flexible
annuity contract issued by the Company.

There is a 10% free withdrawal allowance available for partial withdrawals taken
during any Certificate Year or Contract Year, as applicable after the first.
Such withdrawals will be free of charge until the free withdrawal amount is
exceeded. Participants under IRA plans with Certificates or Contracts, as
applicable, issued prior to May 1, 1994, are entitled to a 20% free withdrawal
allowance after the first Certificate or Contract Year. Free withdrawals from
IRA plans are only available after the Participant has attained age 59 1/2. The
free withdrawal amount that is available will be calculated as of the Contract
Anniversary Date immediately preceding the surrender date. The free withdrawal
allowance does not apply to full surrenders. For 403(b) plan Participants,
partial and full withdrawals (surrenders) may be subject to restrictions. (See
"Section 403(b) Plans and Arrangements," page 43.)

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<PAGE> 18

The Company expects the Contingent Deferred Sales Charge under the Contracts
will be insufficient to cover distribution expenses. The difference will be
covered by the general assets of the Company which are attributable, in part, to
the mortality and expense risk charges assessed under the Contract.

PREMIUM TAX

Certain state and local governments impose premium taxes. These taxes currently
range from 0.5% to 5.0% depending upon jurisdiction. The Company, in its sole
discretion and in compliance with any applicable state law, will determine the
method used to recover premium tax expenses incurred. 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.

ADMINISTRATIVE CHARGE

On all Contracts there will be a semiannual administrative charge of $15 for
each Participant or Owner for which an account is maintained. The administrative
charge will be deducted from the account in June and December of each year. This
charge will be prorated from the date of purchase to the next date of assessment
of charge. A prorated charge will also be assessed upon voluntary or involuntary
surrender of the Contract. This charge will not be assessed after an annuity
payout has begun. The administrative charge will be deducted from the Contract
Value by canceling Accumulation Units in each investment alternative on a pro
rata basis. The administrative charge will offset the actual expenses of the
Company in administering the Contract. The charge is set at a level which does
not exceed the average expected cost of the administrative services to be
provided while the Contract is in force.

MORTALITY AND EXPENSE RISK CHARGE

There is an insurance charge against the assets of each Separate Account to
cover the mortality and expense risks associated with guarantees which the
Company provides under these Variable Annuity Contracts. This charge, on an
annual basis, is 1.25% of the Separate Account value and is deducted on each
Valuation Date at the rate of 0.003425% for each day in the Valuation Period.

The mortality risk charge compensates the Company for guaranteeing to provide
Annuity Payments according to the terms of the Contract regardless of how long
the Annuitant lives and for the guaranteeing to provide the death benefit if the
Annuitant dies prior to the Maturity Date. The expense risk charge compensates
the Company for the risk that the charges under the Contract, which cannot be
increased during the duration of the Contract, will be insufficient to cover
actual costs.

REDUCTION OR ELIMINATION OF CONTRACT CHARGES

The amount of the Contingent Deferred Sales Charge, mortality and expense risk
charge, and the administrative charge assessed under the Contract may be reduced
or eliminated when sales of the Contract are made to individuals or a group of
individuals in such a manner that results in savings or reduction of sales
expenses. The entitlement to such a reduction in the Contingent Deferred Sales
Charges, mortality and expense risk charge or the administrative charge will be
based on the following: (1) the size and type of group to which sales are to be
made (the sales expenses for a larger group are generally less than for a
smaller group because of the ability to implement large numbers of contracts
with fewer sales contacts); (2) the total amount of Purchase Payments to be
received (per Contract sales expenses are likely to be less on larger Purchase
Payments than on smaller ones); and (3) any prior or existing relationship with
the Company (per contract sales expenses are likely to be less when there is a
prior or existing relationship because of the likelihood of implementing the
Contract with fewer sales contacts).

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<PAGE> 19

There may be other circumstances, of which the Company is not presently aware,
which could result in fewer sales expenses. In no event will reduction or
elimination of the Contingent Deferred Sales Charge, mortality and expense risk
charge or the administrative charge be permitted where such reduction or
elimination will be unfairly discriminatory to any person.

INVESTMENT ADVISORY FEES

The Travelers Investment Management Company ("TIMCO") furnishes investment
management and advisory services to Accounts GIS, TGIS, TSB and TAS according to
the terms of written agreements between TIMCO and each Managed Separate Account.
The fees are as follows:

<TABLE>
<CAPTION>
ACCOUNT ANNUAL MANAGEMENT FEE
------------------------------------- ------------------------------------
<S> <C>
Account TAS.......................... 0.35% of average daily net assets
Account GIS.......................... 0.45% of average daily net assets
Account TGIS......................... 0.3233% of average daily net assets
Account TSB.......................... 0.3233% of average daily net assets
</TABLE>

Travelers Asset Management International Corporation ("TAMIC") furnishes
investment management and advisory services to Accounts QB, MM and TB according
to the terms of written agreements between TAMIC and each Account. The fees are
as follows:

<TABLE>
<CAPTION>
ACCOUNT ANNUAL MANAGEMENT FEE
------------------------------------- ------------------------------------
<S> <C>
Account TB........................... 0.50% of the first $50,000,000, plus
0.40% of the next $100,000,000, plus
0.30% of the next $100,000,000, plus
0.25% of amounts over $250,000,000
(of Account TB's aggregate net
asset value)
Account QB........................... 0.3233% of average daily net assets
Account MM........................... 0.3233% of average daily net assets
</TABLE>

For information on the Investment Advisory Fees of Fund U's underlying funds
refer to the Fee Table and to the prospectuses for those funds.

MARKET TIMING SERVICES FEES

In connection with the market timing services provided to Participants in
Accounts TGIS, TSB, TAS and TB, Copeland receives a fee equivalent on an annual
basis to 1.25% of the current value of the assets subject to timing. The Company
deducts this fee daily from the assets of the Market Timed Accounts. Copeland
also charges a $30 market timing application fee. Participants may discontinue
market timing services at any time and thereby avoid any subsequent fees for
those services by transferring to a non-timed account. (See "Market Timing
Services.")

THE ANNUITY PERIOD

MATURITY DATE

Under a Group Contract, Annuity Payments for a particular Participant will
ordinarily begin on that Participant's Annuity Commencement Date as stated in
that Participant's Certificate. For Individual Contracts, it is the date stated
in the Contract. However, a later Annuity Commencement Date may be elected. The
Annuity Commencement Date must be before the individual's 70th birthday, unless
the Company consents to a later date. Federal income tax law requires that
certain minimum distribution payments be taken from pension, profit-sharing,
Section 403(b), Section 457 and IRA plans after the individual reaches the age
of 70 1/2. A number of payout options are available (see "Payout Options"). No
Contingent Deferred Sales Charge will be assessed if an Annuity Option is
elected, or an Income Option of at least three years' duration (without right of
withdrawal) is elected after the first Certificate or Contract Year. Federal
income tax law also

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<PAGE> 20

requires that certain minimum distribution payments be taken upon the death of
the Contract Owner of a nonqualified annuity contract and upon the death of the
Annuitant of a pension, profit-sharing, Section 403(b), Section 457, or IRA
plan.

ALLOCATION OF ANNUITY PAYMENTS

When Annuity Payments begin, the accumulated value in each Investment
Alternative will be applied to provide an Annuity with the amount of Annuity
Payments varying with the investment experience of that same Investment
Alternative. If the Owner or Participant, as provided in the Plan, wishes to
have Annuity Payments which vary with the investment experience of a different
Investment Alternative, transfers among accounts must be made at least 30 days
before the date Annuity Payments begin. If the Owner or Participant wishes to
have a fixed dollar annuity whose payments do not vary, the Company will
exchange that Participant's Interest for a different contract or provide such
other settlement agreements as are appropriate to effect the payment of such an
Annuity.

Variable payout is not available for Contracts issued in the states of New
Jersey and Florida. Once Annuity Payments begin, these Contract Owners or
Participants, as provided in the Plan will automatically receive a fixed dollar
annuity whose payments do not vary with the investment experience of an
Investment Alternative.

ANNUITY UNIT VALUE

The dollar value of an Annuity Unit for each Investment Alternative was
established at $1.00 at inception. The value of an Annuity Unit as of any
Valuation Date is determined 14 days in advance in order to allow adequate time
for the required calculations and the mailing of annuity checks in advance of
their due dates. (If the date 14 days in advance is not a Valuation Date, the
calculation is made on the next following Valuation Date, which would generally
be 13 or 12 days in advance.)

Specifically, the Annuity Unit Value for an Investment Alternative as of a
Valuation Date is equal to (a) the value of the Annuity Unit on the immediately
preceding Valuation Date multiplied by (b) the net investment factor for the
Valuation Period ending on or next following 14 days prior to the current
Valuation Date, 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 3.5% for a Valuation Period of one day is
1.0000942 and, for a period of two days, is 1.0000942 x 1.0000942.)

The value of an Annuity Unit as of any date other than a Valuation Date is equal
to its value on the next succeeding Valuation Date.

The number of Annuity Units credited to the Contract is determined by dividing
the first monthly Annuity Payment attributable to each Investment Alternative by
the Investment Alternative's Annuity Unit Value as of the due date of the first
Annuity Payment. The number of Annuity Units remains fixed during the annuity
period.

DETERMINATION OF FIRST ANNUITY PAYMENT

The Contract contains tables used to determine the first monthly Annuity
Payment. The amount applied to effect an Annuity will be the Cash Value of the
Contract as of 14 days before the date Annuity Payments commence less any
applicable premium taxes not previously deducted.

The amount of the first monthly payment depends on the Annuity Option elected
(see "Annuity Options -- Automatic Option," page 33) and the adjusted age of the
Participant. A formula for determining the adjusted age is contained in the
Contract. The tables are determined from the Progressive Annuity Table assuming
births in the year 1900 and an assumed annual net investment rate of 3.5%. The
total first monthly Annuity Payment is determined by multiplying the benefit per
$1,000 of value shown in the tables of the Contract by the number of thousands
of dollars of value

17
<PAGE> 21

of the Contract applied to that Annuity Option. The Company reserves the right
to require proof of age before Annuity Payments begin.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS

The dollar amount of the second and subsequent Annuity Payments is not
predetermined and may change from month to month based on the investment
experience of the applicable Investment Alternatives. The actual amounts of
these payments are determined by multiplying the number of Annuity Units
credited to the Contract in each Investment Alternative by the corresponding
Annuity Unit Value as of the date on which payment is due. The interest rate
assumed in the annuity tables would produce a level Annuity Unit Value and,
therefore, level Annuity Payments if the net investment rate remained constant
at the assumed rate. In fact, payments will vary up or down as the net
investment rate varies up or down from the assumed rate, and there can be no
assurance that a net investment rate will be as high as the assumed rate.

PAYOUT OPTIONS

ELECTION OF OPTIONS

On the Annuity Commencement Date, or other agreed-upon date, the Company will
pay an amount payable under the Contract in one lump sum, or in accordance with
the payment option selected by the Contract Owner. Election of an Annuity Option
or an Income Option must be made in writing in a form satisfactory to the
Company. Any election made during the lifetime of the Group Contract
Participant, or the Annuitant under an Individual Contract, must be made by the
Participant, as provided in the Plan or the Contract Owner, as applicable. The
terms of options elected may be restricted to meet the contract qualification
requirements of Section 401(a)(9) of the Internal Revenue Code. If, at the death
of a Participant, or Annuitant under an Individual Contract, there is no
election in effect for that Participant or Annuitant, the beneficiary may elect
an Annuity Option or Income Option in lieu of the Death Benefit. The minimum
amount that can be placed under an Annuity Option or Income Option, as described
below, is $2,000 unless the Company consents to a lesser amount. If any monthly
periodic payment due any payee is less than $20, the Company reserves the right
to make payments at less frequent intervals. Annuity Options and Income Options
may be elected on a monthly, quarterly, semiannual or annual basis.

ANNUITY OPTIONS

AUTOMATIC OPTION -- Unless the Company is directed otherwise by the Owner, if
the Participant is living and has a spouse and no election has been made, the
Company will, on that Participant's Annuity Commencement Date, pay to the
Participant the first of a series of Annuity Payments based on the life of the
Participant as the primary payee and the Participant's spouse in accordance with
Option 5 below.

Unless the Plan provides otherwise, if the Participant is living and no election
has been made and the Participant has no spouse, the Company will, on the
Annuity Commencement Date, pay to the Participant the first of a series of
Annuity Payments based on the life of the Participant, in accordance with Option
2 with 120 monthly payments assured.

OPTION 1 -- LIFE ANNUITY -- NO REFUND: The Company will make Annuity Payments
during the lifetime of the person on whose life the payments are based,
terminating with the last payment preceding death. While this option offers the
maximum periodic payment, THERE IS NO ASSURANCE OF A MINIMUM NUMBER OF PAYMENTS,
NOR IS THERE A 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 person on
whose life payments are based, 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 designated. The beneficiary may instead receive a single sum
settlement

18
<PAGE> 22

equal to the discounted value of the future payments with the interest rate
equivalent to the assumption originally used when the Annuity began.

OPTION 3 -- UNIT REFUND LIFE ANNUITY: The Company will make Annuity Payments
during the lifetime of the person on whose life payments are based, terminating
with the last payment due before the death of that person, provided that, at
death, the beneficiary will receive in one sum the current dollar value of the
number of Annuity Units equal to (a) minus (b) (if that difference is positive)
where: (a) is the total amount applied under the option divided by the Annuity
Unit Value on the due date of the first Annuity Payment, and (b) is the product
of the number of the Annuity Units represented by each payment and the number of
payments made.

OPTION 4 -- 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. THERE IS NO ASSURANCE
OF A MINIMUM NUMBER OF PAYMENTS, NOR IS THERE A PROVISION FOR A DEATH BENEFIT
UPON THE SURVIVOR'S DEATH.

OPTION 5 -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- ANNUITY REDUCES ON DEATH OF
PRIMARY PAYEE: The Company will make Annuity Payments during the lifetime of the
two persons on whose lives payments are based. One of the two persons will be
designated as the primary payee. The other will be designated as the secondary
payee. On the death of the secondary payee, if survived by the primary payee,
the Company will continue to make monthly Annuity Payments to the primary payee
in the same amount that would have been payable during the joint lifetime of the
two persons. On the death of the primary payee, if survived by the secondary
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 following the
death of the survivor.

OPTION 6 -- OTHER ANNUITY OPTIONS: The Company will make any other arrangements
for Annuity Payments as may be mutually agreed upon.

INCOME OPTIONS

OPTION 1 -- PAYMENTS OF A FIXED AMOUNT: The Company will make equal payments of
the amount elected until the Cash Value applied under this option has been
exhausted. 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
number of years selected. The amount of each payment will be equal to the
remaining Cash Value applied under this option divided by the number of
remaining payments.

OPTION 3 -- INVESTMENT INCOME: The Company will make payments for the period
agreed on. The amount payable will be equal to the excess, if any, of the Cash
Value under this option over the amount applied under this option. No payment
will be made if the Cash Value is less than the amount applied, and it is
possible that no payments would be made for a period of time. Payments under
this option are not considered to be Annuity Payments and are taxable in full as
ordinary income. (See "Federal Tax Considerations," page 43.) This option will
generally be inappropriate under federal tax law for periods that exceed the
Participant's attainment of age 70 1/2.

Income Options differ from Annuity Options in that the amount of the payments
made under Income Options are unrelated to the length of life of any person.
Although the Company continues to deduct the charge for mortality and expense
risks, it assumes no mortality risks for amounts applied under any Income
Option. Moreover, except with respect to lifetime payments of

19
<PAGE> 23

investment income under Income Option 3, payments are unrelated to the actual
life span of any person. Thus, the Participant may outlive the payment period.

While Income Options do not directly involve mortality risks for the Company, an
individual may elect to apply the remaining Cash Value to provide an Annuity at
the guaranteed rates even though Income Payments have been received under an
Income Option. Before an Owner or Participant makes any Income Option election,
he or she should consult a tax adviser as to any adverse tax consequences the
election might have.

MISCELLANEOUS
- --------------------------------------------------------------------------------

TERMINATION OF CONTRACT OR ACCOUNT

TERMINATION BY OWNER -- If an Owner or a Participant terminates an Account, in
whole or in part, while the contract remains in effect; and the value of the
terminated Account is to be either paid in cash to you or to a Participant; or
transferred to any other funding vehicle, the Company will pay or transfer the
Cash Surrender Value of the terminated Account.

If this Contract is terminated, whether or not the Plan is terminated; and the
Owner or the Participant, as provided in the Plan, elect that values are not to
be paid out in cash or transferred, the Company reserves the right to agree to
apply a Participant's Interest either as instructed by the Owner or the
Participant, or under one of the options described under "Options in the Event
of Termination of a Participant."

TERMINATION BY PARTICIPANT -- If a Participant terminates an Individual Account,
in whole or in part, while the contract remains in effect; and the value of the
terminated Individual Account is to be either paid in cash to the Participant,
or transferred to any other funding vehicle, the Company will pay or transfer
the Cash Surrender Value of the terminated Account.

TERMINATION BY THE COMPANY AND TERMINATION AMOUNT -- If the Cash Value in a
Participant's Individual Account is less than the Termination Amount stated in
the Contract, and no premium has been applied to the Account for at least three
years, the Company reserves the right to terminate that Account, and to move the
Cash Value of that Participant's Individual Account to the Owner's Account.

If the Plan does not allow for this movement to the Owner's Account, the Cash
Value, less any applicable premium tax not previously deducted, will be paid to
that Participant or to the Owner, as provided in the Plan.

We reserve the right to terminate this Contract on any Valuation Date if:

1. there is no Cash Value in any Participant's Individual Account, and

2. the Cash Value of the Owner's Account, if any, is less than $500, and

3. premium has not been paid for at least three years.

If this Contract is terminated, the Cash Value of the Owner's Account, if any,
less any applicable premium tax not previously deducted will be paid to you.

Termination will not occur until 31 days after the Company has mailed notice of
termination to the Group Contract Owner or the Participant, as provided in the
Plan, at the last known address; and to any assignee of record.

OPTIONS IN THE EVENT OF TERMINATION OF A PARTICIPANT -- In the event that,
before the Annuity Commencement Date of a Participant, that Participant
terminates participation in the Plan, the

20
<PAGE> 24

Owner or that Participant, as provided in the Plan, with respect to that
Participant's Interest may elect:

1. If that Participant is at least 50 years of age, to have that
Participant's Interest applied to provide an Annuity Option or an Income
Option.

2. If the Contract is continued, to have that Participant's Interest
applied to continue as a paid-up deferred annuity for that Participant,
(i.e., the Cash Value remains in the Contract and the annuity becomes
payable under the same terms and conditions as the Annuity that would
have otherwise been payable at the Annuity Commencement Date).

3. To have the Owner or that Participant, as provided in the Plan, receive
that Participant's Interest in cash.

4. If that Participant becomes a Participant under another group contract
of this same type which is in effect with us, to transfer that
Participant's Interest to that group contract.

5. To make any other arrangements as may be mutually agreed on.

If this Contract is continued, any Cash Value to which a terminating Participant
is not entitled under the Plan, will be moved to the Owner's Account.

AUTOMATIC BENEFIT -- In the event of termination, unless otherwise provided in
the Plan, a Participant's Interest will continue as a paid-up deferred annuity
in accordance with option 2. above, if this Contract is continued. Or, if this
Contract is terminated, will be paid in cash to the Owner or to that
Participant, as provided in the Plan.

ANNUITY PAYMENTS -- Termination of this Contract or the Plan will not affect
payments being made under any Annuity Option which began before the date of
termination.

DISTRIBUTION FROM ONE ACCOUNT TO ANOTHER ACCOUNT

Under a Group Contract, the Owner may, as provided for in the Plan, distribute
the Cash Value from the Owner's Account to one or more Individual Accounts. No
distribution will be allowed between Individual Accounts.

The Owner may, as required by and provided for in the Plan, move the Cash Value
from any or all Individual Accounts to the Owner's Account without a charge.

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, the Company will furnish a report which
will show the number of Accumulation Units credited to the Contract in each
Investment Alternative and the corresponding Accumulation Unit Value as of the
date of the report. The Company will keep all records required under federal or
state laws.

RIGHT TO RETURN

For Group Contracts issued in the state of New York, during the 20 days
following the Participant's receipt of a Certificate, the Participant may return
the Certificate to the Company, by mail or in person, if for any reason the
Participant has changed his or her mind. Upon return of the Certificate, the
Company will refund to the Owner the sum of all Purchase Payments made under the
Contract, and will make the Separate Accounts whole if the accumulation value
has declined.

For all Individual Contracts, the Contract may be returned for a full refund of
the Contract's Cash Value (including charges) within ten days after the delivery
of the Contract to the Contract Owner, unless state law requires a longer
period. The Contract Owner bears the investment risk during the free-look
period; therefore, the Cash Value returned may be greater or less than the
Purchase Payment made under the Contract. However, if applicable state law so
requires, or if the

21
<PAGE> 25

Contract was purchased in an Individual Retirement Annuity, the Purchase Payment
will be returned in full. All Cash Values will be determined as of the Valuation
Date next following the Company's receipt of the Contract Owner's written
request for refund.

The right to return is not available to participants of the Texas Optional
Retirement Program.

CHANGE OF CONTRACT

For Group Contracts, the Company may, at any time, make any changes, including
retroactive changes, in the Contract to the extent that the change is required
to meet the requirements of any federal law or regulation to which the Company
is subject.

Except as provided in the paragraph immediately above, no change may be made in
the Contract before the fifth anniversary of the Contract Date, and in no event
will changes be made with respect to payments being made by the Company under
any Annuity Option which has commenced prior to the date of change. On and after
the fifth anniversary of the Contract Date, the Company reserves the right to
change the Termination Amount (see "Termination of Contract or Account," page
35), the calculation of the net investment rate and the Unit Values, and the
Annuity Tables. Any change in the Annuity Tables will be applicable only to
premiums received under the Contract after the change. The ability to make such
change lessens the value of mortality and expense guarantees. Other changes
(including changes to the administrative charge) may be applicable to all
Owners' Accounts and Individual Accounts under the Contract, to only the Owners'
Accounts and Individual Accounts established after the change, or to only
premiums received under the Contract after the date of change as the Company
declares at the time of change. The Company will give notice to the Owner at
least 90 days before the date the change is to take effect.

ASSIGNMENT

The Participant may not assign his or her rights under a Group Contract. The
Owner may assign his or her rights under an Individual or a Group Contract if
allowed by the Plan.

SUSPENSION OF PAYMENTS

If a national stock exchange is closed (except for holidays or weekends), or
trading is restricted due to an existing emergency as defined by the SEC so that
disposal of the Separate Account's investments or determination of its net asset
value is not reasonably practicable, or the Commission has ordered that the
right of redemption (surrender) be suspended for the protection of Contract
Owners, the Company may postpone all procedures (including making Annuity
Payments) which require valuation of Separate Accounts until the stock exchange
is reopened and trading is no longer restricted.

VOTING RIGHTS

The Contract Owner or Participant, as applicable, has certain voting rights in
the Investment Alternatives. The number of votes which an Owner or Participant,
as provided in the Plan, may cast in the accumulation period is equal to the
number of Accumulation Units credited to the account under the Contract. During
the annuity period, the group Participant or the Individual Contract Owner may
cast the number of votes equal to (i) the reserve related to the Contract
divided by (ii) the value of an Accumulation Unit. During the annuity period,
the voting rights of a Participant or, under an Individual Contract, an
Annuitant, will decline as the reserve for the Contract declines.

Upon the death of the person authorized to vote under the Contract, all voting
rights will vest in the beneficiary of the Contract, except in the case of
nonqualified Individual Contracts, where the surviving spouse may succeed to the
ownership.

22
<PAGE> 26

FUND U. In accordance with its view of present applicable law, the Company will
vote shares of the Underlying Funds at regular and special meetings of the
shareholders of the funds in accordance with instructions received from persons
having a voting interest in Fund U. The Company will vote shares for which it
has not received instructions in the same proportion as it votes shares for
which it has received instructions. However, if the 1940 Act or any regulation
thereunder should be amended, or if the present interpretation thereof should
change, and as a result the Company determines that it is permitted to vote
shares of the mutual funds in its own right, it may elect to do so.

The number of shares which a person has a right to vote will be determined as of
the date concurrent with the date established by the respective mutual fund for
determining shareholders eligible to vote at the meeting of the fund, and voting
instructions will be solicited by written communication before the meeting in
accordance with the procedures established by the mutual fund.

Each person having a voting interest in Fund U will receive periodic reports
relating to the fund(s) in which he or she has an interest, proxy material and a
form with which to give such instructions with respect to the proportion of the
fund shares held in Fund U corresponding to his or her interest in Fund U.

ACCOUNTS GIS, QB, MM, TGIS, TSB, TAS AND TB. Contract Owners participating in
Accounts GIS, QB, MM, TGIS, TSB, TAS or TB will be entitled to vote at their
meetings on (i) any change in the fundamental investment policies of or other
policies related to the accounts requiring the Owners' approval; (ii) amendment
of the investment advisory agreements; (iii) election of the members of the
Board of Managers of the accounts; (iv) ratification of the selection of an
independent public accountant for the accounts; (v) any other matters which, in
the future, under the 1940 Act require the Owners' approval; and (vi) any other
business which may properly come before the meeting.

The number of votes which each Contract Owner or a Participant may cast,
including fractional votes, shall be determined as of the date to be chosen by
the Board of Managers within 75 days of the date of the meeting, and at least 20
days' written notice of the meeting will be given.

Votes for which Participants under a Group Contract are entitled to instruct the
Owner, but for which the Owner has received no instructions, will be cast by the
Owner for or against each proposal to be voted on only in the same proportion as
votes for which instructions have been received.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contract in all jurisdictions where the Company
is licensed to do business, except the Bahamas. The Contract may be purchased
from agents who are licensed by state insurance authorities to sell variable
annuity contracts issued by the Company, and who are also registered
representatives of broker-dealers which have Selling Agreements with Tower
Square Securities, Inc. ("Tower Square"). Tower Square, whose principal business
address is One Tower Square, Hartford, Connecticut, serves as the principal
underwriter for the variable annuity contracts described herein. It is
anticipated, however, that an affiliated broker-dealer may become the principal
underwriter for the Contracts during 1996. The offering is continuous. Tower
Square is a registered broker-dealer with the SEC under the Securities Exchange
Act of 1934 and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). Tower Square is an affiliate of the Company and an indirect
wholly owned subsidiary of Travelers Group Inc., and serves as principal
underwriter pursuant to a Distribution and Management Agreement to which the
Separate Accounts, the Company and Tower Square are parties. No amounts have
been or will be retained by Tower Square for acting as principal underwriter for
the Contracts.

23
<PAGE> 27

Agents will be compensated for sales of the Contracts on a commission and
service fee basis. The compensation paid to sales agents will not exceed 7.0% of
the payments made under the Contract. In addition, certain production,
persistency and managerial bonuses may be paid.

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

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. An annual statement in a prescribed form must be filed with that
Commissioner on or before March 1 in each year covering the operations of the
Company for the preceding year and its financial condition on December 31 of
such year. Its 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 by the National Association of Insurance Commissioners
("NAIC") at least once in every four years.

In addition, the Company is subject to the insurance laws and regulations of the
other states in which it is licensed to operate. Generally, the insurance
departments of the states apply the laws of the jurisdiction of domicile in
determining the field of permissible investments.

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the Separate Accounts.

Legal matters in connection with federal laws and regulations affecting the
issue and sale of the variable annuity Contract described in this Prospectus and
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 Life and Annuities Division of the Company.

THE INSURANCE COMPANY AND SEPARATE ACCOUNTS
- --------------------------------------------------------------------------------

THE INSURANCE COMPANY

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

THE SEPARATE ACCOUNTS

Two different types of Separate Accounts serve as the funding vehicles for the
Contracts described in this prospectus. The first type, Fund U, is a unit
investment trust registered with the SEC under the 1940 Act, which means that
Fund U's assets are invested exclusively in the shares of the Underlying Funds.
The second type of Separate Account available under the Contract (the "Managed
Separate Accounts" -- Accounts GIS, QB, MM, TGIS, TSB, TAS and TB) are
diversified, open-end management investment companies registered with the SEC
under the 1940 Act. The assets of the Managed Separate Accounts are invested
directly in securities such as stocks, bonds or money market instruments which
are compatible with the stated investment policies of each Separate Account.
Each of the Separate Accounts available in connection with the Contract has
different investment objectives and fundamental investment policies, as
described beginning on page .

24
<PAGE> 28

The Separate Accounts were established on the following dates: Fund U -- May 16,
1983; Account GIS -- September 22, 1967; Account QB -- July 29, 1974; Account
MM -- December 29, 1981; Accounts TGIS and TSB -- October 30, 1986; and Accounts
TAS and TB -- January 2, 1987.

Under Connecticut law, the assets of the Separate Accounts will be held for the
exclusive benefit of its owners. Income, gains and losses, whether or not
realized, for assets allocated to the Separate Accounts, are in accordance with
the applicable annuity contracts, credited to or charged against the Separate
Accounts without regard to other income, gains or losses of the Company. The
assets in the Separate Accounts are not chargeable with liabilities arising out
of any other business which the Company may conduct. The obligations arising
under the Variable Annuity contracts are obligations of the Company.

SUBSTITUTION OF INVESTMENTS

If any of the Separate Accounts or Underlying Funds become unavailable, or in
the judgment of the Company become inappropriate for the purposes of the
Contract, the Company may substitute another investment alternative without
consent of Contract Owners. Substitution may be made with respect to both
existing investments and the investment of future Purchase Payments. However, no
such substitution will be made without notice to Contract Owners and without
prior approval of the SEC, to the extent required by the 1940 Act, or other
applicable law.

INVESTMENT ADVISERS

The Investment Alternatives receive investment management and advisory services
from the following investment professionals:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
INVESTMENT ALTERNATIVE INVESTMENT ADVISER SUBADVISER
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Capital Appreciation Fund............... Travelers Asset Management Janus Capital Corporation
Corporation ("TAMIC")
High Yield Bond Trust................... The Travelers Investment Management
Company ("TIMCO")
Managed Assets Trust.................... TAMIC TIMCO
U.S. Government Securities Portfolio.... TAMIC
Social Awareness Stock Portfolio........ Smith Barney Mutual Funds Management
Inc. ("SBMFM")
Utilities Portfolio..................... SBMFM
Templeton Stock Fund.................... Templeton Investment Counsel, Inc.
Templeton Asset Allocation Fund......... Templeton Investment Counsel, Inc.
Templeton Bond Fund..................... Templeton Global Bond Managers
Fidelity's High Income Portfolio........ Fidelity Management & Research
Company
Fidelity's Equity-Income Portfolio...... Fidelity Management & Research
Company
Fidelity's Growth Portfolio............. Fidelity Management & Research
Company
Fidelity's Asset Manager Portfolio...... Fidelity Management & Research
Company
Dreyfus Stock Index Fund................ Mellon Equity Associates
American Odyssey International Equity
Fund.................................. American Odyssey Funds Management, Bank of Ireland Asset Management
Inc. (U.S.) Limited
American Odyssey Emerging Opportunities
Fund.................................. American Odyssey Funds Management, Wilke/Thompson Capital Management,
Inc. Inc.
</TABLE>

25
<PAGE> 29

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
INVESTMENT ALTERNATIVE INVESTMENT ADVISER SUBADVISER
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
American Odyssey Core Equity Fund....... American Odyssey Funds Management, Equinox Capital Management, Inc.
Inc.
American Odyssey Long-Term Bond Fund.... American Odyssey Funds Management, Western Asset Management Company and
Inc. WLO Global Management
American Odyssey Intermediate-Term Bond
Fund.................................. American Odyssey Funds Management, TAMIC
Inc.
American Odyssey Short-Term Bond Fund... American Odyssey Funds Management, Smith Graham & Co. Asset Managers,
Inc. L.P.
Smith Barney Income and Growth
Portfolio............................. SBMFM
Alliance Growth Portfolio............... Travelers Investment Advisers, Inc. Alliance Capital Management L.P.
("TIA")
Smith Barney International Equity
Portfolio............................. SBMFM
Putnam Diversified Income Portfolio..... TIA Putnam Investment Management, Inc.
Smith Barney High Income Portfolio...... SBMFM
MFS Total Return Portfolio.............. TIA Massachusetts Financial Services
Company
Growth and Income Account............... TIMCO
Quality Bond Account.................... TAMIC
Money Market Account.................... TAMIC
Timed Growth and Income Stock Account... TIMCO
Timed Short-Term Bond Account........... TIMCO
Timed Aggressive Stock Account.......... TIMCO
Timed Bond Account...................... TAMIC
</TABLE>

MANAGED SEPARATE ACCOUNTS: MANAGEMENT AND INVESTMENT ADVISORY SERVICES

The investments and administration of each Managed Separate Account are under
the direction of a Board of Managers. Subject to the authority of each Board of
Managers, TIMCO and TAMIC furnish investment management and advisory services as
indicated in the Investment Adviser Chart. Additionally, the Board of Managers
for each Managed Separate Account annually selects an independent public
accountant, reviews the terms of the management and investment advisory
agreements, recommends any changes in the fundamental investment policies (and
submits any such changes to Contract Owners at the annual meeting), and takes
any other actions necessary in connection with the operation and management of
the Managed Separate Accounts.

The Travelers Investment Management Company ("TIMCO") is a registered investment
adviser that has provided investment advisory services since its incorporation
in 1967. Its principal offices are located at One Tower Square, Hartford,
Connecticut, and it is a wholly owned subsidiary of Smith Barney Holdings Inc.,
which is a wholly owned subsidiary of Travelers Group Inc., a financial services
holding company. TIMCO also acts as investment adviser or subadviser for other
investment companies used to fund variable products, as well as for individual
and pooled pension and profit-sharing accounts, and for affiliated companies of
The Travelers Insurance Company.

Travelers Asset Management International Corporation ("TAMIC") is a registered
investment adviser that has provided investment advisory services since its
incorporation in 1978. Its principal offices are located at One Tower Square,
Hartford, Connecticut, and it is an indirect wholly owned subsidiary of
Travelers Group Inc., a financial services holding company. TAMIC also acts as
investment adviser or subadviser for other investment companies used to fund
variable products, as well as for individual and pooled pension and
profit-sharing accounts, and for domestic insurance companies affiliated with
The Travelers Insurance Company and nonaffiliated insurance companies.

26
<PAGE> 30

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of historical
performance for the Managed Separate Accounts and the Underlying Funds of Fund
U. The yield and effective yield may be advertised for Account MM, a money
market fund. Yield is a measure of the net dividend and interest income earned
over a specific seven-day period, expressed as a percentage of the offering
price of Account MM's Accumulation Units. Yield is an annualized figure, which
means that it is assumed that Account MM generates the same level of net income
over a 52-week period. Effective yield is calculated similarly but includes the
effect of assumed compounding calculated under rules prescribed by the SEC. The
effective yield will be slightly higher than yield due to this compounding
effect. Neither yield quotation reflects a deduction for the Contingent Deferred
Sales Charge, which if included, would reduce yield and effective yield.

The Company may also advertise the standardized average annual total returns of
Accounts GIS, QB, MM, TGIS, TSB, TAS, TB and Fund U, calculated in a manner
prescribed by the SEC, as well as the non-standardized total return, as
described below. Standardized average annual total return will show the
percentage rate of return of a hypothetical initial investment of $1,000 for the
most recent one-, five- and ten-year periods, or since an Underlying Fund's
inception date. This standardized calculation reflects the deduction of all
applicable charges made to the Contract, except for premium taxes which may be
imposed by certain states. The non-standardized total returns differ from the
standardized average annual total returns, in that they do not reflect the
deduction of any applicable Contingent Deferred Sales Charge or the $15
semiannual contract administrative charge, which would decrease the level of
performance shown.

For Underlying Funds that were in existence prior to the date they became
available under the Contract, the standardized average annual total return and
non-standardized total return quotations will show the investment performance
that such Underlying Funds would have achieved (reduced by the applicable
charges) had they been available under the Contract for the period quoted.

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 as discussed in the
Statement of Additional Information. 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 separate
accounts and mutual funds.

The yield and total return quotations are based upon historical earnings and are
not necessarily representative of future performance. The Contract Value at
redemption may be more or less than original cost. The Statement of Additional
Information contains more detailed information about these performance
calculations, including actual examples of each type of performance advertised.

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

GENERAL

The Company is taxed as a life insurance company under Subchapter L of the
Internal Revenue Code (the "Code"). The Separate Accounts that form the
Investment Alternatives described herein are treated as part of the total
operations of the Company and are not taxed separately. Investment income and
gains of a Separate Account that are credited to a variable annuity contract
incur no current federal income tax. Generally, amounts credited to a contract
are not taxable until received by the Contract Owner, participant or
beneficiary, either in the form of Annuity Payments or other distributions. Tax
consequences and limits are described further below for each annuity program.

27
<PAGE> 31

INVESTOR CONTROL

In certain circumstances, owners of variable annuity contracts may be considered
the owners, for federal income tax purposes, of the assets of the separate
accounts used to support their contract. In those circumstances, income and
gains from the separate account assets would be includable in the variable
contract owner's gross income.

The IRS has stated in published rulings that a variable contract owner will be
considered the owner of separate account assets if the contract owner possesses
incidents of ownership in those assets, such as the ability to exercise
investment control over the assets. The U.S. Treasury Department has also
announced, in connection with the issuance of regulations concerning
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 (i.e., the Contract Owner), rather than the
insurance company, to be treated as the owner of the assets in the account."
This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may direct their
investments to particular Sub-Accounts without being treated as owners of the
underlying assets." As of the date of this prospectus, no such guidance has been
issued.

The ownership rights under the Contract are similar to, but different in certain
respects from, those described by the IRS in rulings in which it determined that
the owners were not owners of separate account assets. For example, a Contract
Owner or Participant of this Contract has additional flexibility in allocating
payments and cash values. These differences could result in the Contract Owner
being treated as the owner of the assets of Fund U. In addition, the Company
does not know what standard will be set forth in the regulations or rulings
which the Treasury is expected to issue, nor does the Company know if such
guidance will be issued. The Company therefore reserves the right to modify the
Contract as necessary to attempt to prevent the Contract Owner from being
considered the owner of a pro rata share of the assets of Fund U.

The remaining tax discussion assumes that the Contract qualifies as an annuity
contract for federal income tax purposes.

SECTION 403(B) PLANS AND ARRANGEMENTS

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

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

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

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

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<PAGE> 32

Eligible rollover distributions, including most partial or full redemptions or
"term-for-years" distributions of less than 10 years, are eligible for direct
rollover to another 403(b) contract or to an Individual Retirement Arrangement
(IRA) without federal income tax withholding.

QUALIFIED PENSION AND PROFIT-SHARING PLANS

Under a qualified pension or profit-sharing trust described in Section 401(a) of
the Code and exempt from tax under Section 501(a) of the Code, 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 in the form of Annuity or Income Payments are taxable to the
participant or beneficiary as ordinary income in the year of receipt. Any
distribution that is considered the participant's "investment in the contract"
is treated as a return of capital and is not taxable. Payments under Income
Option 3 are taxable in full. Certain lump-sum distributions described in
Section 402 of the Code may be eligible for special ten-year forward averaging
treatment for individuals born before January 1, 1936. All individuals may be
eligible for favorable five-year forward averaging of lump-sum distributions.
Certain eligible rollover distributions including most partial and full
surrenders or term-for-years distributions of less than 10 years are eligible
for direct rollover to an eligible retirement plan or to an IRA without federal
income tax withholding.

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

INDIVIDUAL RETIREMENT ANNUITIES

To the extent of earned income for the year (and not exceeding $2,000 per
individual), an individual may make deductible contributions to an individual
retirement annuity (IRA). 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 is not employed, 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 $2,250.

Partial or full distributions made prior to the age of 59 1/2, except in the
case of death, disability or distribution for life or life expectancy, will
incur a penalty tax of 10% plus ordinary income tax treatment of the taxable
amount received. Distributions after the age of 59 1/2 are treated as ordinary
income. Amounts contributed after 1986 on a non-deductible basis are not
includable in income when distributed. Distributions must begin by April 1st of
the calendar year following the calendar year in which the individual attains
the age of 70 1/2. The individual must maintain personal and tax return records
of any non-deductible contributions and distributions.

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

SECTION 457 PLANS

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

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<PAGE> 33

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

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

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

THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974

Under the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended,
certain special provisions may apply to certain tax-qualified Contracts if the
Owner requests that the Contract be issued to conform to ERISA or if the Company
has notice that the Contract was issued pursuant to a plan that is subject to
ERISA.

ERISA requires that certain Annuity Options, withdrawals or other payments and
any application for a loan secured by the Contract may not be made until the
Participant has filed a Qualified Election with the Plan administrator. Under
certain Plans, ERISA also requires that a designation of a beneficiary other
than the Participant's spouse be invalid unless the Participant has filed a
Qualified Election.

A Qualified Election must include either the written consent of the
Participant's spouse, notarized or witnessed by an authorized Plan
representative, or the Participant's certification that there is no spouse or
that the spouse cannot be located.

The Company intends to administer all contracts to which ERISA applies in a
manner consistent with the direction of the Plan administrator regarding the
provisions of the Plan, in accordance with applicable law. Because these
requirements differ according to the Plan, a person contemplating the purchase
of an annuity contract should consider the provisions of the Plan.

FEDERAL INCOME TAX WITHHOLDING

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

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

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

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

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<PAGE> 34

return for the year if a rollover was completed within 60 days of receipt of the
funds, except to the extent that the participant or spousal beneficiary is
otherwise underwithheld or short on estimated taxes for that year.

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

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

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

The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage
withholding tables as if the recipient were married claiming three
exemptions. A recipient may elect not to have income taxes withheld or
have income taxes withheld at a different rate by providing a completed
election form. Election forms will be provided at the time distributions
are requested. This form of withholding applies to all annuity programs.
As of January 1, 1996, a recipient receiving periodic payments (e.g.,
monthly or annual payments under an Annuity Option) which total $14,350
or less per year, will generally be exempt from the withholding
requirements.

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

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

TAX ADVICE

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

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT GIS)
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The basic investment objective of Account GIS is to seek long-term accumulation
of principal through capital appreciation and retention of net investment
income. In seeking its objective, short-term gains may also be realized. The
assets of Account GIS generally will be fully invested in a portfolio of equity
securities, mainly common stocks, spread over industries and companies.

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However, investments may be made in bonds, notes or other evidence of
indebtedness, issued publicly or placed privately, of a type customarily
purchased for investment by institutional investors, including United States
government securities. These investments in other than equity securities
generally would not have a prospect of long-term appreciation, and are temporary
for defensive purposes and are chosen on the basis of combined considerations of
risk, income and appreciation. Such investments may or may not be convertible
into stock or be accompanied by stock purchase options or warrants for the
purchase of stock.

Account GIS will use exchange-traded stock index futures contracts as a hedge to
protect against changes in stock prices. A stock index futures contract is a
contractual obligation to buy or sell a specified index of stocks at a future
date for a fixed price. Stock index futures may also be used to hedge cash
inflows to gain market exposure until the cash is invested in specific common
stocks. Account GIS will not purchase or sell futures contracts for which the
aggregate initial margin exceeds 5% of the fair market value of its assets,
after taking into account unrealized profits and losses on any such contracts
which it has entered into. When a futures contract is purchased, Account GIS
will set aside, an amount of cash and cash equivalents equal to the total market
value of the futures contract, less the amount of the initial margin.

All stock index futures will be traded on exchanges that are licensed and
regulated by the Commodity Futures Trading Commission ("CFTC"). To ensure that
its futures transactions meet CFTC standards, Account GIS will enter into
futures contracts for hedging purposes only (i.e., for the purposes or with the
intent specified in CFTC regulations and interpretations, subject to the
requirements of the SEC). Account GIS expects that risk management transactions
involving futures contracts will not impact more than 30% of its assets at any
one time. For a more detailed discussion of financial futures contracts and
associated risks, please see the Statement of Additional Information.

Account GIS may write covered call options on portfolio securities for which
call options are available and which are listed on a national securities
exchange. It may also purchase index or individual equity call options as an
alternative to holding stocks or stock index futures, or purchase index or
individual equity put options as a defensive measure. For a detailed discussion
of options contracts and associated risks, please see the Statement of
Additional Information.

Changes in investments may be made from time to time to take into account
changes in the outlook for particular industries or companies. The investments
of Account GIS will not, however, be concentrated in any one industry; that is,
no more than 25% of the value of Account GIS's assets will be invested in any
one industry. While Account GIS may occasionally invest in foreign securities,
it is not anticipated that such foreign securities will, at any time, account
for more than 10% of the investment portfolio.

The assets of Account GIS will be kept fully invested, except that (a)
sufficient cash may be kept on hand reasonably to provide for variable annuity
contract obligations, and (b) reasonable amounts of cash, United States
government or other liquid securities, such as short-term bills and notes, may
be held for limited periods, pending investment in accordance with Account GIS's
investment policies.

RISK FACTORS

It must be recognized that there are risks inherent in the ownership of any
security. The investment experience on equity investments over time will tend to
reflect levels of stock market prices and dividend payouts. Both are affected by
diverse factors, including not only business conditions and investor confidence
in the economy, but current conditions in a particular industry or company. The
yield on a common stock is not contractually determined. Equity securities are
subject to financial risks relating to the earning stability and overall
financial soundness of an issue. They are also subject to market risks relating
to the effect of general changes in the securities market on the price of a
security.

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FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account GIS permit it to:

1. invest up to 5% of its assets in the securities of any one issuer
(exclusive of securities issued or guaranteed by the United States
government, its agencies or instrumentalities);

2. borrow from banks in amounts of up to 5% of its assets, but only for
emergency purposes;

3. purchase interests in real estate represented by securities for which
there is an established market;

4. make loans through the acquisition of a portion of a privately placed
issue of bonds, debentures or other evidences of indebtedness of a type
customarily purchased by institutional investors;

5. acquire up to 10% of the voting securities of any one issuer (it is the
present practice of Account GIS not to exceed 5% of the voting
securities of any one issuer);

6. make purchases on margin in the form of short-term credits which are
necessary for the clearance of transactions; and place up to 5% of its
net asset value in total margin deposits for positions in futures
contracts; and

7. invest up to 5% of its assets in restricted securities (securities which
may not be publicly offered without registration under the Securities
Act of 1933).

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
(ACCOUNT QB)
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The basic investment objective of Account QB is to seek current income, moderate
capital volatility and total return.

The assets of Account QB will be primarily invested in money market obligations,
including, but not limited to, Treasury bills, repurchase agreements, commercial
paper, bank certificates of deposit and bankers' acceptances, and in publicly
traded debt securities, including bonds, notes, debentures, equipment trust
certificates and short-term instruments. These securities may carry certain
equity features such as conversion or exchange rights or warrants for the
acquisition of stocks of the same or different issuer, or participation based on
revenues, sales or profits. It is currently anticipated that the market
value-weighted average maturity of the portfolio will not exceed five years. (In
the case of mortgage-backed securities, the estimated average life of cash flows
will be used instead of average maturity.) Investment in longer term obligations
may be made if the Board of Managers concludes that the investment yields
justify a longer term commitment. No more than 25% of the value of Account QB's
assets will be invested in any one industry.

The portfolio will be actively managed and investments may be sold prior to
maturity if deemed advantageous in light of factors such as market conditions or
brokerage costs. While the investments of Account QB are generally not listed
securities, there are firms which make markets in the type of debt instruments
that Account QB holds. No problems of liquidity are anticipated with regard to
the investments of Account QB.

From time to time, Account QB may commit to purchase new-issue government or
agency securities on a "when-issued" or "to be announced" ("TBA") basis
("when-issued securities"). The prices of such securities will be fixed at the
time the commitment to purchase is made, and may be expressed in either dollar
price or yield maintenance terms. Such commitment to purchase be viewed as a
senior security, and will be marked to market and reflected in Account QB's

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<PAGE> 37

Accumulation Unit Value daily from the commitment date. Delivery and payment may
be at a future date beyond customary settlement time. It is the customary
practice of Account QB to make when-issued or TBA purchases for settlement no
more than 90 days beyond the commitment date.

While it is TAMIC's intention to take physical delivery of these securities,
offsetting transactions may be made prior to settlement, if it is advantageous
to do so. Account QB does not make payment or begin to accrue interest on these
securities until settlement date. In order to invest its assets pending
settlement, Account QB will normally invest in short-term money market
instruments and other securities maturing no later than the scheduled settlement
date.

Account QB does not intend to purchase when-issued securities for speculative or
"leverage" purposes. Consistent with Section 18 of the 1940 Act and the General
Policy Statement of the SEC thereunder, when Account QB commits to purchase a
when-issued security, it will identify and place in a segregated account
high-grade money market instruments and other liquid securities equal in value
to the purchase cost of the when-issued securities.

TAMIC believes that purchasing securities in this manner will be advantageous to
Account QB. However, this practice does entail certain risks, namely the default
of the counterparty on its obligation to deliver the security as scheduled. In
this event, Account QB would endure a loss (or gain) equal to the price
appreciation (or depreciation) in value from the commitment date. TAMIC employs
a rigorous credit quality procedure in determining the counterparties with which
it will deal in when-issued securities and, in some circumstances, will require
the counterparty to post cash or some other form of security as margin to
protect the value of its delivery obligation pending settlement.

Account QB may also purchase and sell interest rate futures contracts to hedge
against changes in interest rates that might otherwise have an adverse effect
upon the value of Account QB's securities. Hedging by use of interest rate
futures seeks to establish, with more certainty than would otherwise be
possible, the effective rate of return on portfolio securities. When hedging is
successful, any depreciation in the value of portfolio securities will
substantially be offset by appreciation in the value of the futures position.
Conversely, any appreciation in the value of the portfolio securities will
substantially be offset by depreciation in the value of the futures position.

Account QB will not purchase or sell futures contracts for which the aggregate
initial margin exceeds 5% of the fair market value of its assets, after taking
into account unrealized profits and losses on any such contracts which it has
entered into. At no time will Account QB's transactions in futures contracts be
employed for speculative purposes. When a futures contract is purchased, Account
QB will set aside, in an identifiable manner, an amount of cash and cash
equivalents equal to the total market value of the futures contract, less the
amount of the initial margin.

All interest rate futures contracts will be traded on exchanges that are
licensed and regulated by the Commodity Futures Trading Commission ("CFTC"). To
ensure that its futures transactions meet FTC standards, Account QB will enter
into futures contracts for edging purposes only (i.e., for the purposes or with
the intent specified in CFTC regulations and interpretations, subject to the
requirements of the SEC). For a more detailed discussion of financial futures
contracts and associated risks, please see the Statement of Additional
Information.

RISK FACTORS

The Board of Managers will weigh considerations of risks, yield and ratings in
implementing Account QB's fundamental investment policies. There are no specific
criteria with regard to quality or ratings of the investments of Account QB, but
it is anticipated that they will be of investment grade or its equivalent. There
may or may not be more risk in investing in debt instruments where there are no
specific criteria with regard to quality or ratings of the investments.

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<PAGE> 38

expectations as to future inflation. The yield on a particular debt instrument
is also affected by the risk that the issuer will be unable to pay principal and
interest.

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account QB permit it to:

1. invest up to 15% of the value of its assets in the securities of any one
issuer (exclusive of obligations of the United States government and its
instrumentalities, for which there is no limit);

2. borrow from banks in amounts of up to 5% of its assets, but only for
emergency purposes;

3. purchase interests in real estate represented by securities for which
there is an established market;

4. make loans through the acquisition of a portion of a privately placed
issue of bonds, debentures or other evidences of indebtedness of a type
customarily purchased by institutional investors;

5. acquire up to 10% of the voting securities of any one issuer (it is the
present practice of Account QB not to exceed 5% of the voting securities
of any one issuer); and

THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES
(ACCOUNT MM)

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

INVESTMENT OBJECTIVE

The basic investment objective of Account MM is preservation of capital, a high
degree of liquidity and the highest possible current income available from
certain short-term money market securities. Account MM restricts its investment
portfolio to only the securities listed below. As is true with all investment
companies, there can be no assurance that Account MM's objectives will be
achieved. An investment in Account MM is neither insured nor guaranteed by the
U.S. Government. Account MM's assets will be invested in the following types of
securities.

1. Marketable obligations issued or guaranteed by the United States government,
its agencies, authorities or instrumentalities. These include issues of the
United States Treasury, such as bills, certificates of indebtedness, notes and
bonds, and issues of agencies, authorities and instrumentalities established
under the authority of an act of Congress. The latter issues include, but are
not limited to, obligations of the Tennessee Valley Authority, the Bank for
Cooperatives, the Federal Intermediate Credit Banks, Federal Land Banks and the
Federal National Mortgage Association. Obligations issued or guaranteed by the
United States government, its agencies, authorities or instrumentalities may be
supported by the full faith and credit of the United States Treasury; by the
right of the issuer to borrow from the United States Treasury; by discretionary
authority of the United States government to purchase an agency's, authority's
or instrumentalities' obligations and in some instances, solely by the credit of
the United States government agency, authority or instrumentality. No assurance
can be given that the United States government will provide financial support to
such United States government sponsored agencies, authorities or
instrumentalities in the future, since it is not obligated to do so by law.
Account MM will invest in such securities only

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when satisfied that the credit risk with respect to the issuer (or guarantor) is
minimal. Interest or discount rates on agency securities are closely related to
rates on Treasury bills.

2. Certificates of Deposit and Banker's Acceptances of banks having total assets
of more than $1 billion which are members of the Federal Deposit Insurance
Corporation. Certificates of Deposit are receipts issued by a bank in exchange
for the deposit of funds. The issuer agrees to pay the amount deposited plus
interest to the bearer of the receipt on the date specified on the certificate.
The certificate usually can be traded in the secondary market before maturity.
The Federal Deposit Insurance Corporation does not insure Certificates of
Deposit to the extent they are in excess of $100,000 per customer. Banker's
Acceptances usually arise from short-term credit arrangements drawn on a bank by
an exporter or importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then "accepted" by a bank which, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturity for acceptances can be as
long as 270 days, most acceptances have maturities of six months or less.

Account MM may invest in securities of foreign branches of United States banks,
payable in United States dollars, which meet the foregoing requirements.
Obligations of foreign branches of United States banks are subject to additional
risks beyond those of domestic branches of United States banks. These additional
risks include foreign economic and political developments, foreign governmental
restrictions which may adversely affect payment of principal and interest on
obligations, foreign withholding and other taxes on interest income, and
difficulties in obtaining and enforcing a judgment against a foreign branch of a
domestic bank. In addition, different risks may result from the fact that
foreign branches of United States banks are not necessarily subject to the types
of requirements that apply to domestic branches of United States banks with
respect to mandatory reserves, loan limitations, examinations, accounting,
auditing, recordkeeping and the public availability of information.

3. Commercial Paper rated A-1 by Standard and Poor's Corporation or Prime-1 by
Moody's Investor Services, Inc. For a more detailed discussion of the
characteristics of commercial paper ratings, please see the Statement of
Additional Information.

4. Repurchase agreements with national banks or reporting broker dealers
involving marketable obligations of or guaranteed by the United States
government, its agencies, authorities or instrumentalities. A repurchase
agreement is an agreement in which the seller of a security agrees to repurchase
the security sold at a mutually agreed upon time and price. It may also be
viewed as the loan of money by Account MM to the seller. The resale price is in
excess of the purchase price, reflecting an agreed upon interest rate. The rate
is effective for the period of time Account MM is invested in the agreement and
is not related to the coupon rate on the underlying security. The period of
these repurchase agreements will usually be short, from overnight to one week,
and at no time will Account MM invest in repurchase agreements for more than one
year. The securities which are subject to repurchase agreements may, however,
have maturity dates in excess of one year from the effective date of the
repurchase agreement. Account MM will always receive, as collateral, securities
whose market value, including accrued interest, will be at least equal to 102%
of the dollar amount invested by Account MM in each agreement and will make
payment for such securities only upon physical delivery or evidence of book
entry transfer to the account of the Custodian. If the seller defaults, Account
MM might incur a loss if the value of the collateral securing the repurchase
agreement declines, and Account MM might incur disposition costs in connection
with liquidating the collateral. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the security, realization upon the
collateral by Account MM may be delayed or limited. Account MM's Board of
Managers will evaluate the creditworthiness of any banks or broker dealers with
which Account MM engages in repurchase agreements by setting guidelines and
standards of review for Account MM's investment adviser and monitoring the
adviser's actions with regard to repurchase agreements for Account MM.

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RISK FACTORS

The market value of Account MM's investments tends to decrease during periods of
rising interest rates and to increase during intervals of falling interest
rates, with corresponding fluctuations in Account MM's net income. In order to
minimize the fluctuations in market values to which interest-paying obligations
are subject, Account MM concentrates its investments in relatively short-term
securities, and in no event does the maturity date of an obligation exceed one
year from the date of Account MM's purchase.

Return is aided both by Account MM's ability to make investments in large
denominations and by its efficiencies of scale. Also, Account MM may seek to
improve portfolio income by selling certain portfolio securities before maturity
date in order to take advantage of yield disparities that occur in money
markets. Account MM may purchase and sell marketable obligations of or
guaranteed by the United States government, its agencies, authorities or
instrumentalities on a when-issued or delayed delivery basis, with such
purchases possibly occurring as much as a month before actual delivery and
payment.

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account MM permit it to:

1. invest up to 25% of its assets in the securities of issuers in any
single industry (exclusive of securities issued by domestic banks and
savings and loan associations, or securities issued or guaranteed by the
United States government, its agencies, authorities or
instrumentalities); neither all finance companies, as a group, nor all
utility companies, as a group, are considered a single industry for the
purpose of this restriction;

2. invest up to 10% of its assets in the securities of any one issuer,
including repurchase agreements with any one bank or dealer (exclusive
of securities issued or guaranteed by the United States government, its
agencies or instrumentalities); however, in accordance with Rule 2a-7 of
the 1940 Act, to which Account MM is subject, Account MM will not invest
more than 5% of its assets in the securities of any one issuer (other
than securities issued or guaranteed by the United States government or
its instrumentalities);

3. acquire up to 10% of the outstanding securities of any one issuer
(exclusive of securities issued or guaranteed by the United States
government, its agencies or instrumentalities);

4. borrow money from banks on a temporary basis in an aggregate amount not
to exceed one third of Account MM's assets (including the amount
borrowed); and

5. pledge, hypothecate or transfer, as security for indebtedness, any
securities owned or held by Account MM as may be necessary in connection
with any borrowing mentioned above and in an aggregate amount of up to
5% of Account MM's assets.

THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT TGIS)
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The basic investment objective of Account TGIS is to seek long-term accumulation
of principal through capital appreciation and retention of net investment
income. In selecting its objective, short-term gains may also be realized. The
assets of Account TGIS generally will be fully invested in a portfolio of equity
securities, mainly common stocks, spread over industries and companies. However,
when it is determined that investments of other types may be advantageous on the
basis of combined considerations of risk, income and appreciation, investments
may be made in bonds, notes or other evidence of indebtedness, issued publicly
or placed privately, of a type customarily

37
<PAGE> 41

purchased for investment by institutional investors, including United States
government securities. These investments in other than equity securities
generally would not have a prospect of long-term appreciation, and are temporary
for defensive purposes. Such investments may or may not be convertible into
stock or be accompanied by stock purchase options or warrants for the purchase
of stock.

Account TGIS will use exchange-traded financial futures contracts consisting of
stock index futures contracts and futures contracts on debt securities
("interest rate futures") to facilitate market timed moves, and as a hedge to
protect against changes in stock prices or interest rates. A stock index futures
contract is a contractual obligation to buy or sell a specified index of stocks
at a future date for a fixed price. An interest rate futures contract is a
contract to buy or sell specified debt securities at a future time for a fixed
price. These contracts would obligate Account TGIS, at maturity of the
contracts, to purchase or sell certain securities at specified prices or to make
cash settlements. In general, moves in a market-timed investment strategy may
require the purchase or sale of large amounts of securities in a short period of
time. This purchase or sale could result in substantial transaction costs and
perhaps higher borrowing in Account TGIS to provide funds needed for transfer to
the other timed accounts prior to the five-day settlement period for stock
sales. Alternatively, common stock exposure can be increased or decreased in a
more timely, cost-effective fashion by buying or selling stock index futures. By
transacting in such futures when a market timing move is called, the investment
adviser can create the ability to buy or sell actual common stocks with less
haste and at lower transaction costs. As the actual stocks are bought or sold,
the futures positions would simply be eliminated.

Account TGIS may also purchase and sell interest rate futures to hedge against
changes in interest rates that might otherwise have an adverse effect upon the
value of Account TGIS's securities. Hedging by use of interest rate futures
seeks to establish, with more certainty than would otherwise be possible, the
effective rate of return on portfolio securities. When hedging is successful,
any depreciation in the value of portfolio securities will substantially be
offset by appreciation in the value of the futures position. Conversely, any
appreciation in the value of portfolio securities will substantially be offset
by depreciation in the value of the futures position.

Account TGIS will not purchase or sell futures contracts for which the aggregate
initial margin exceeds 5% of the fair market value of its assets, after taking
into account unrealized profits and losses on any such contracts it has entered
into. At no time will Account TGIS's transactions in such financial futures be
used for speculative purposes. When a futures contract is purchased, Account
TGIS will set aside, an amount of cash and cash equivalents equal to the total
market value of the futures contract, less the amount of the initial margin.

All financial futures contracts will be traded on exchanges that are licensed
and regulated by the Commodity Futures Trading Commission ("CFTC"). To ensure
that its futures transactions meet CFTC standards, Account TGIS will enter into
futures contracts for hedging purposes only (i.e., for the purposes or with the
intent specified in CFTC regulations and interpretations, subject to the
requirements of the SEC). For a more detailed discussion of financial futures
contracts and associated risks, please see the Statement of Additional
Information.

Account TGIS may write covered call options on portfolio securities for which
call options are available and which are listed on a national securities
exchange. It may also purchase index or individual equity call options as an
alternative to holding stocks or stock index futures, or purchase index or
individual equity put options as a defensive measure. For a detailed discussion
of options contracts and associated risks, please see the Statement of
Additional Information.

RISK FACTORS

38
<PAGE> 42

or company. Equity securities are subject to financial risks relating to the
earning stability and overall financial soundness of an issue. They are also
subject to market risks relating to the effect of general changes in the
securities market on the price of a security. In addition, there are risks
inherent in Account TGIS as an investment alternative used by Market Timing
Services. (See "Market Timing Risks.")

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account TGIS are the same as Account GIS.
(See "Account GIS -- Fundamental Investment Policies.")

THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT TSB)
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of Account TSB is to generate high current income with
limited price volatility while maintaining a high degree of liquidity. As is
true with all investment companies, there can be no assurance that Account TSB's
objectives will be achieved. Account TSB's assets will be invested in the
following types of securities. The final maturity of any asset will not exceed
three years and the average maturity of the total portfolio is expected to be
nine months.

39
<PAGE> 43

Account TSB may invest in securities payable in United States dollars of foreign
branches of United States banks which meet the foregoing requirements and in
Euro Certificates of Deposit, which are certificates of deposit issued by banks
outside of the United States, with interest and principal paid in U.S. dollars.
Obligations of foreign banks and foreign branches of United States banks are
subject to additional risks than those of domestic branches of United States
banks. These additional risks include foreign economic and political
developments, foreign governmental restrictions which may adversely affect
payment of principal and interest on obligations, foreign withholding and other
taxes on interest income, and difficulties in obtaining and enforcing a judgment
against a foreign bank or a foreign branch of a domestic bank. In addition,
different risks may result from the fact that foreign banks or foreign branches
of United States banks are not necessarily subject to the types of requirements
that apply to domestic branches of United States banks with respect to mandatory
reserves, loan limitations, examinations, accounting, auditing, recordkeeping
and the public availability of information.

4. Repurchase agreements with national banks and reporting broker dealers
involving marketable obligations of or guaranteed by the United States
government, its agencies, authorities or instrumentalities. A repurchase
agreement is an agreement in which the seller of a security agrees to repurchase
the security sold at a mutually agreed upon time and price. It may also be
viewed as the loan of money by Account TSB to the seller. The resale price is in
excess of the purchase price, reflecting an agreed upon interest rate. The rate
is effective for the period of time Account TSB is invested in the agreement and
is not related to the coupon rate on the underlying security. The period of
these repurchase agreements will usually be short, from overnight to one week,
and at no time will Account TSB invest in repurchase agreements for more than
one year. The securities which are subject to repurchase agreements may,
however, have maturity dates in excess of one year from the effective date of
the repurchase agreement. Account TSB will always receive, as collateral,
securities whose market value, including accrued interest, will be at least
equal to 102% of the dollar amount invested by Account TSB in each agreement and
will make payment for such securities only upon physical delivery or evidence of
book entry transfer to the account of the Custodian. If the seller defaults,
Account TSB might incur a loss if the value of the collateral securing the
repurchase agreement declines, and Account TSB might incur disposition costs in
connection with liquidating the collateral.

In addition, if bankruptcy proceedings are commenced with respect to the seller
of the security, realization upon the collateral by Account TSB may be delayed
or limited. Account TSB's Board of Managers will evaluate the creditworthiness
of any banks or broker dealers with which Account TSB engages in repurchase
agreements by setting guidelines and standards of review for Account TSB's
investment adviser and monitoring the adviser's actions with regard to
repurchase agreements for Account TSB.

5. Short-term notes, bonds, debentures and other debt instruments issued or
guaranteed by an entity with a bond rating of at least AA by S&P or Aa by
Moody's, and with final maturities of such short-term instruments normally
limited to eighteen months at the time of purchase.

RISK FACTORS

The market value of Account TSB's investments tends to decrease during periods
of rising interest rates and to increase during intervals of falling interest
rates, with corresponding fluctuations in Account TSB's net income. In order to
minimize the fluctuations in market values to which interest-paying obligations
are subject, Account TSB concentrates its investments in relatively short-term
securities, and in no event does the maturity date of an obligation exceed three
years from the date of Account TSB's purchase. There can be no assurance that,
upon redemption, Account TSB's net asset value will be equal to or greater than
the net asset value at the time of purchase.

40
<PAGE> 44

Return is aided both by Account TSB's ability to make investments in large
denominations and by its efficiencies of scale. Also, Account TSB may seek to
improve portfolio income by selling certain portfolio securities before the
maturity date in order to take advantage of yield disparities that occur in
money markets. Account TSB may purchase and sell marketable obligations of or
guaranteed by the United States government, its agencies, authorities or
instrumentalities on a when-issued or delayed delivery basis, with such
purchases possibly occurring as much as a month before actual delivery and
payment. In addition, there are risks inherent in Account TSB as an investment
alternative used by market timing services. (See "Market Timing Risks.")

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account TSB permit it to:

3. acquire up to 10% of the outstanding securities of any one issuer
(exclusive of securities issued or guaranteed by the United States
government, its agencies or instrumentalities);

4. borrow money from banks on a temporary basis in an aggregate amount not
to exceed one third of Account TSB's assets (including the amount
borrowed); and

5. pledge, hypothecate or transfer, as security for indebtedness, any
securities owned or held by Account TSB as may be necessary in
connection with any borrowing mentioned above and in an aggregate amount
of up to 5% of Account TSB's assets.

THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT TAS)
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of Account TAS is to seek growth of capital by
investing primarily in a broadly diversified portfolio of common stocks.

In selecting investments for the portfolio, TIMCO identifies stocks which appear
to be undervalued. A proprietary computer model reviews over one-thousand stocks
using fundamental and technical criteria such as price relative to book value,
earnings growth and momentum, and the change in price relative to a broad
composite stock index.

Computer-aided analysis may also be utilized to match certain characteristics of
the portfolio, such as industry sector representation, to the characteristics of
a market index, or to impose a tilt toward certain attributes. Although Account
TAS currently focuses on mid-sized domestic companies with market
capitalizations that fall between $500 million and $10 billion, Account TAS may
invest in smaller or larger companies without limitation. The prices of
mid-sized company stocks and smaller company stocks may fluctuate more than
those of larger company stocks.

It is the policy of Account TAS to invest its assets as fully as practicable in
common stocks, securities convertible into common stocks and securities having
common stock characteristics, including rights and warrants selected primarily
for prospective capital growth. Account TAS may invest in domestic, foreign and
restricted securities.

41
<PAGE> 45

When market conditions warrant, Account TAS may adopt a defensive position to
preserve shareholders' capital by investing in money market instruments. Such
instruments, which must mature within one year of their purchase, consist of
U.S. government securities; instruments of banks which are members of the
Federal Deposit Insurance Corporation and have assets of at least $1 billion,
such as certificates of deposit, demand and time deposits and bankers'
acceptances; prime commercial paper, including master demand notes; and
repurchase agreements secured by U.S. government securities.

Account TAS will use exchange-traded financial futures contracts consisting of
stock index futures contracts and futures contracts on debt securities
("interest rate futures") to facilitate market timed moves, and as a hedge to
protect against changes in stock prices or interest rates. A stock index futures
contract is a contractual obligation to buy or sell a specified index of stocks
at a future date for a fixed price. An interest rate futures contract is a
contract to buy or sell specified debt securities at a future time for a fixed
price.

In general, moves in a market-timed investment strategy may require the purchase
or sale of large amounts of securities in a short period of time. This purchase
or sale could result in substantial transaction costs and perhaps higher
borrowing in Account TAS to provide funds needed for transfer to other timed
accounts prior to the five-day settlement period for stock sales. Alternatively,
common stock exposure can be increased or decreased in a more timely, cost-
effective fashion by buying or selling stock index futures. By transacting in
such futures when a market timing move is called, TIMCO can create the ability
to buy or sell actual common stocks with less haste and at lower transaction
costs. As the actual stocks are bought or sold, the futures positions would
simply be eliminated.

Account TAS may also purchase and sell interest rate futures to hedge against
changes in interest rates that might otherwise have an adverse effect upon the
value of Account TAS's securities. Hedging by use of interest rate futures seeks
to establish, with more certainty than would otherwise be possible, the
effective rate of return on portfolio securities. When hedging is successful,
any depreciation in the value of portfolio securities will substantially be
offset by appreciation in the value of the futures position. Conversely, any
appreciation in the value of portfolio securities will substantially be offset
by depreciation in the value of the futures position.

Account TAS will not purchase or sell futures contracts for which the aggregate
initial margin exceeds 5% of the fair market value of its assets, after taking
into account unrealized profits and losses on any such contracts which it has
entered into. When a futures contract is purchased, Account TAS will set aside
an amount of cash and cash equivalents equal to the total market value of the
futures contract, less the amount of the initial margin. At no time will Account
TAS's transactions in such futures be used for speculative purposes.

All financial futures contracts will be traded on exchanges that are licensed
and regulated by the Commodity Futures Trading Commission ("CFTC"). To ensure
that its futures transactions meet CFTC standards, Account TAS will enter into
futures contracts for hedging purposes only (i.e., for the purposes or with the
intent specified in CFTC regulations and interpretations, subject to the
requirements of the SEC). For a more detailed discussion of financial futures
contracts and associated risks, please see the Statement of Additional
Information.

Account TAS may write covered call options on portfolio securities for which
call options are available and which are listed on a national securities
exchange. It may also purchase index or individual equity call options as an
alternative to holding stocks or stock index futures, or purchase index or
individual equity put options as a defensive measure. For a detailed discussion
of options contracts and associated risks, please see the Statement of
Additional Information.

RISK FACTORS

There can, of course, be no assurance that Account TAS will achieve its
investment objective since there is uncertainty in every investment. Equity
securities are subject to financial risks relating to

42
<PAGE> 46

the earning stability and overall financial soundness of an issue. They are also
subject to market risks relating to the effect of general changes in the
securities market on the price of a security. In addition, there may be more
risk associated with Account TAS to the extent that it invests in small or
mid-sized companies. More risk is associated with investment in small or
mid-sized companies than with larger companies because such companies may be
dependent on only one or two products and may be more vulnerable to competition
from larger companies with greater resources and to economic conditions
affecting their market sector. Small or mid-sized companies may be new, without
long business or management histories, and perceived by the market as unproven.
Their securities may be held primarily by insiders or institutional investors,
which may affect marketability. The prices of these stocks often fluctuate more
than the overall stock market. In addition, there are risks inherent in Account
TAS as an investment alternative used by Market Timing Services. (See "Market
Timing Risks.")

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account TAS permit it to:

1. invest up to 5% of its assets in the securities of any one issuer;

2. borrow money from banks in amounts of up to 10% of its assets, but only
as a temporary measure for emergency or extraordinary purposes;

3. pledge up to 10% of its assets to secure borrowings;

4. invest up to 25% of its assets in the securities of issuers in the same
industry; and

5. invest up to 10% of its assets in repurchase agreements maturing in more
than seven days and securities for which market quotations are not
readily available.

THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES
(ACCOUNT TB)
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of Account TB is to seek current income and total
return. To achieve this objective, Account TB invests primarily in direct
obligations of highest credit quality: obligations of the United States, and its
instrumentalities, and in obligations issued or guaranteed by Federal Agencies
which are independent corporations sponsored by the United States and which are
subject to its general supervision, but which do not carry the full faith and
credit obligations of the United States.

Direct obligations of the United States include Treasury bills which are issued
on a discount basis with a maturity of one year or less, Treasury Notes which
have maturities at issuance between one and ten years, and Treasury Bonds which
have maturities at issuance greater than ten years. Instrumentalities of the
United States whose debt obligations are backed by its full faith and credit,
include: Government National Mortgage Association, Federal Housing
Administration, Farmers Homes Administration, Export-Import Bank of the United
States, Small Business Administration, General Services Administration, Maritime
Administration, District of Columbia Armory Board, Farm Credit System Financial
Assistance Corporation, Federal Financing Bank and Washington Metropolitan Area
Transit Authority Bonds. Federal Agencies include: Farm Credit System, Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal National
Mortgage Association and Student Loan Marketing Association.

Account TB intends to be fully invested at all times; however, when market
conditions warrant, Account TB may invest temporarily in money market
instruments. Such instruments, which must mature within one year of their
purchase, consist of U.S. government securities; instruments of

43
<PAGE> 47

banks which are members of the Federal Deposit Insurance Corporation and have
assets of at least $1 billion, such as certificates of deposit, demand and time
deposits and bankers' acceptances; prime commercial paper, including master
demand notes; and repurchase agreements secured by U.S. government securities.

Account TB may from time to time commit to purchase new-issue government or
agency securities on a "when-issued" or "to be announced" ("TBA") basis
("when-issued securities"). The prices of such securities will be fixed at the
time the commitment to purchase is made, and may be expressed in either dollar
price or yield maintenance terms. Such commitment may be viewed as a senior
security, and will be marked to market and reflected in Account TB's
Accumulation Unit Value daily from the commitment date. Delivery and payment may
be at a future date beyond customary settlement time. It is the customary
practice of Account TB to make when-issued or TBA purchases for settlement no
more than 90 days beyond the commitment date.

While it is TAMIC's intention to take physical delivery of these securities,
offsetting transactions may be made prior to settlement, if it is advantageous
to do so. Account TB does not make payment or begin to accrue interest on these
securities until settlement date. In order to invest its assets pending
settlement, Account TB will normally invest in short-term money market
instruments and other securities maturing no later than the scheduled settlement
date.

Account TB does not intend to purchase when-issued securities for speculative or
"leverage" purposes. Consistent with Section 18 of the 1940 Act and the General
Policy Statement of the SEC thereunder, when Account TB commits to purchase a
when-issued security, it will identify and place in a segregated account
high-grade money market instruments and other liquid securities equal in value
to the purchase cost of the when-issued securities.

TAMIC believes that purchasing securities in this manner will be advantageous to
Account TB. However, this practice does entail certain risks, namely the default
of the counterparty on its obligation to deliver the security as scheduled. In
this event, Account TB would endure a loss (gain) equal to the price
appreciation (depreciation) in value from the commitment date. TAMIC employs a
rigorous credit quality procedure in determining the counterparties with which
it will deal in when-issued securities and, in some circumstances, will require
the counterparty to post cash or some other form of security as margin to
protect the value of its delivery obligation pending settlement.

Account TB may seek to preserve capital by writing covered call options on
securities which it owns. Such an option on an underlying security would
obligate Account TB to sell, and give the purchaser of the option the right to
buy, that security at a stated exercise price at any time until the stated
expiration date of the option.

Account TB will use exchange-traded financial futures contracts consisting of
futures contracts on debt securities ("interest rate futures") to facilitate
market timed moves, and as a hedge to protect against changes in interest rates.
An interest rate futures contract is a contract to buy or sell specified debt
securities at a future time for a fixed price. These contracts would obligate
Account TB, at maturity of the contracts, to purchase or sell certain securities
at specified prices or to make cash settlements.

In general, moves in a market timed investment strategy may require the purchase
or sale of large amounts of securities in a short period of time. This purchase
or sale could result in substantial transaction costs and perhaps higher
borrowing in Account TB to provide funds needed for transfer to Account TSB.
Alternatively, debt security exposure can be increased or decreased in a more
timely, cost-effective fashion by buying or selling interest rate futures. By
transacting in such futures when a market timing move is called, TAMIC can
create the ability to buy or sell actual debt securities with less haste and at
lower transaction costs. As the actual debt securities are bought or sold, the
futures positions would simply be eliminated.

Account TB may also purchase and sell interest rate futures to hedge against
changes in interest rates that might otherwise have an adverse effect upon the
value of Account TB's securities.

44
<PAGE> 48

Hedging by use of interest rate futures seeks to establish, with more certainty
than would otherwise be possible, the effective rate of return on portfolio
securities. When hedging is successful, any depreciation in the value of
portfolio securities will substantially be offset by appreciation in the value
of the futures position. Conversely, any appreciation in the value of the
portfolio securities will substantially be offset by depreciation in the value
of the futures position.

Account TB will not purchase or sell futures contracts for which the aggregate
initial margin exceeds 5% of the fair market value of its assets, after taking
into account unrealized profits and losses on any such contracts which it has
entered into. At no time will Account TB's transactions in futures contracts be
employed for speculative purposes. When a futures contract is purchased, Account
TB will set aside, in an identifiable manner, an amount of cash and cash
equivalents equal to the total market value of the futures contract, less the
amount of the initial margin.

All interest rate futures contracts will be traded on exchanges that are
licensed and regulated by the Commodity Futures Trading Commission ("CFTC"). To
ensure that its futures transactions meet CFTC standards, Account TB will enter
into futures contracts for hedging purposes only (i.e., for the purposes or with
the intent specified in CFTC regulations and interpretations, subject to the
requirements of the SEC). For a more detailed discussion of financial futures
contracts and associated risks, please see the Statement of Additional
Information.

RISK FACTORS

There can, of course, be no assurance that Account TB will achieve its
investment objective since there is uncertainty in every investment. U.S.
Government securities are considered among the safest of fixed-income
investments. As a result, however, their yields are generally lower than the
yields available from corporate debt securities. The value of the portfolio
securities of Account TB will fluctuate based on market conditions and interest
rates. Interest rates depend on a number of factors, including government action
in the capital markets, government fiscal and monetary policy, needs of
businesses for capital goods for expansion, and investor expectations as to
future inflation. An increase in interest rates will generally reduce the value
of debt securities, and conversely a decline in interest rates will generally
increase the value of debt securities. In addition, there are risks inherent in
Account TB as an investment alternative used by Market Timing Services. (See
"Market Timing Risks.")

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account TB permit it to:

1. invest up to 5% of its assets in the securities of any one issuer
(exclusive of securities of the United States government, its agencies
or instrumentalities, for which there is no limit);

2. borrow money from banks in amounts of up to 10% of its assets, but only
as a temporary measure for emergency or extraordinary purposes;

3. pledge up to 10% of its assets to secure borrowings;

4. invest up to 25% of its assets in the securities of issuers in the same
industry (exclusive of securities of the U.S. government, its agencies
or instrumentalities, for which there is no limit); and

5. invest up to 10% of its assets in repurchase agreements maturing in more
than seven days and securities for which market quotations are not
readily available.

45
<PAGE> 49

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

THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (UNAUDITED)

<TABLE>
<CAPTION>
1996 1995
------------------- -------------------
Q NQ Q NQ
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year................................................. $ $ $ 1.779 $ 1.845
Unit Value at end of year....................................................... 2.396 2.485
Number of units outstanding at end of year (thousands).......................... 45,979 4,415
HIGH YIELD BOND TRUST
Unit Value at beginning of year................................................. $ $ $ 2.167 $ 2.189
Unit Value at end of year....................................................... 2.472 2.498
Number of units outstanding at end of year (thousands).......................... 4,592 498
MANAGED ASSETS TRUST
Unit Value at beginning of year................................................. $ $ $ 2.201 $ 2.369
Unit Value at end of year....................................................... 2.763 2.975
Number of units outstanding at end of year (thousands).......................... 57,020 4,114
<CAPTION>
1991 1990
------------------- -------------------
Q NQ Q NQ
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year................................................. $ 1.075 $ 1.114 $ 1.157 $ 1.200
Unit Value at end of year....................................................... 1.433 1.487 1.075 1.114
Number of units outstanding at end of year (thousands).......................... 12,703 887 11,356 553
HIGH YIELD BOND TRUST
Unit Value at beginning of year................................................. $ 1.418 $ 1.433 $ 1.573 $ 1.590
Unit Value at end of year....................................................... 1.767 1.785 1.418 1.433
Number of units outstanding at end of year (thousands).......................... 4,018 344 4,045 341
MANAGED ASSETS TRUST
Unit Value at beginning of year................................................. $ 1.691 $ 1.821 $ 1.671 $ 1.799
Unit Value at end of year....................................................... 2.034 2.189 1.691 1.821
Number of units outstanding at end of year (thousands).......................... 58,106 3,359 51,489 2.744

<CAPTION>
1994 1993
------------------- -------------------
Q NQ Q NQ
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year................................................. $ 1.892 $ 1.962 $ 1.665 $ 1.727
Unit Value at end of year....................................................... 1.779 1.845 1.892 1.962
Number of units outstanding at end of year (thousands).......................... 40,160 3,605 30,003 2,825
HIGH YIELD BOND TRUST
Unit Value at beginning of year................................................. $ 2.222 $ 2.245 $ 1.974 $ 1.994
Unit Value at end of year....................................................... 2.167 2.189 2.222 2.245
Number of units outstanding at end of year (thousands).......................... 4,708 585 5,066 603
MANAGED ASSETS TRUST
Unit Value at beginning of year................................................. $ 2.281 $ 2.455 $ 2.111 $ 2.273
Unit Value at end of year....................................................... 2.201 2.369 2.281 2.455
Number of units outstanding at end of year (thousands).......................... 58,355 4,813 63,538 4,490
1989 1988
------------------- -------------------
Q NQ Q NQ
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year................................................. $ 1.015 $ 1.052 $ 0.934 $ 0.968
Unit Value at end of year....................................................... 1.157 1.200 1.015 1.052
Number of units outstanding at end of year (thousands).......................... 12,038 495 13,040 423
HIGH YIELD BOND TRUST
Unit Value at beginning of year................................................. $ 1.571 $ 1.588 $ 1.388 $ 1.403
Unit Value at end of year....................................................... 1.573 1.590 1.571 1.588
Number of units outstanding at end of year (thousands).......................... 6,074 573 5,783 676
MANAGED ASSETS TRUST
Unit Value at beginning of year................................................. $ 1.331 $ 1.433 $ 1.234 $ 1.328
Unit Value at end of year....................................................... 1.671 1.799 1.331 1.433
Number of units outstanding at end of year (thousands).......................... 47,104 2,836 46,809 3,316

<CAPTION>
1992
-------------------
Q NQ
- --------------------------------------------------------------------------------------------------------------------------------

CAPITAL APPRECIATION FUND*
Unit Value at beginning of year................................................. $ 1.433 $ 1.487
Unit Value at end of year....................................................... 1.665 1.727
Number of units outstanding at end of year (thousands).......................... 16,453 1,020
HIGH YIELD BOND TRUST
Unit Value at beginning of year................................................. $ 1.767 $ 1.785
Unit Value at end of year....................................................... 1.976 1.994
Number of units outstanding at end of year (thousands).......................... 4,730 428
MANAGED ASSETS TRUST
Unit Value at beginning of year................................................. $ 2.034 $ 2.189
Unit Value at end of year....................................................... 2.111 2.273
Number of units outstanding at end of year (thousands).......................... 65,926 4,120
1987
-------------------
Q NQ
- --------------------------------------------------------------------------------------------------------------------------------

CAPITAL APPRECIATION FUND*
Unit Value at beginning of year................................................. $ 1.027 $ 1.066
Unit Value at end of year....................................................... 0.934 0.968
Number of units outstanding at end of year (thousands).......................... 12,957 486
HIGH YIELD BOND TRUST
Unit Value at beginning of year................................................. $ 1.412 $ 1.427
Unit Value at end of year....................................................... 1.388 1.403
Number of units outstanding at end of year (thousands).......................... 4,645 523
MANAGED ASSETS TRUST
Unit Value at beginning of year................................................. $ 1.223 $ 1.317
Unit Value at end of year....................................................... 1.234 1.328
Number of units outstanding at end of year (thousands).......................... 46,733 3,875
</TABLE>

Q = Qualified
NQ = NonQualified

The financial statements of Fund U and the consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the Annual
Report which should be read along with this information and which is
incorporated by reference into the SAI.

* Prior to May 1, 1994, the Capital Appreciation Fund was known as the
Aggressive Stock Trust.

A-1
<PAGE> 50

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

THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (UNAUDITED)

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
U.S. GOVERNMENT SECURITIES PORTFOLIO (1/92)*
Unit Value at beginning of period............................ $ $ 1.074 $ 1.153 $ 1.066 $ 1.000
Unit Value at end of period.................................. 1.321 1.074 1.153 1.066
Number of units outstanding at end of period (thousands)..... 21,339 22,709 22,142 8,566
SOCIAL AWARENESS STOCK PORTFOLIO (5/92)*
Unit Value at beginning of period............................ $ $ 1.109 $ 1.153 $ 1.086 $ 1.000
Unit Value at end of period.................................. 1.461 1.109 1.153 1.086
Number of units outstanding at end of year (thousands)....... 4,841 3,499 2,920 1,332
UTILITIES PORTFOLIO (2/94)*
Unit Value at beginning of period............................ $ $ 1.005 $ 1.000 -- --
Unit Value at end of period.................................. 1.284 1.005 -- --
Number of units outstanding at end of period (thousands)..... 11,918 5,740 -- --
TEMPLETON BOND FUND (8/88)*
Unit Value at beginning of year.............................. $ $ 1.101 $ 1.172 $ 1.065 $ 1.000
Unit Value at end of year.................................... 1.250 1.101 1.172 1.065
Number of units outstanding at end of year (thousands)....... 10,527 10,186 8,014 3,477
TEMPLETON STOCK FUND (8/88)*
Unit Value at beginning of year.............................. $ $ 1.338 $ 1.385 $ 1.047 $ 1.000
Unit Value at end of year.................................... 1.655 1.338 1.385 1.047
Number of units outstanding at end of year (thousands)....... 122,937 101,462 43,847 10,433
TEMPLETON ASSET ALLOCATION FUND (8/88)*
Unit Value at beginning of year.............................. $ $ 1.277 $ 1.333 $ 1.070 $ 1.000
Unit Value at end of year.................................... 1.546 1.277 1.333 1.070
Number of units outstanding at end of year (thousands)....... 107,460 103,407 51,893 13,888
FIDELITY'S HIGH INCOME PORTFOLIO (9/85)*
Unit Value at beginning of year.............................. $ $ 1.316 $ 1.354 $ 1.138 $ 1.000
Unit Value at end of year.................................... 1.568 1.316 1.354 1.138
Number of units outstanding at end of year (thousands)....... 32,601 25,813 17,381 4,875
FIDELITY'S GROWTH PORTFOLIO (10/86)*
Unit Value at beginning of year.............................. $ $ 1.192 $ 1.207 $ 1.024 $ 1.000
Unit Value at end of year.................................... 1.594 1.192 1.207 1.024
Number of units outstanding at end of year (thousands)....... 229,178 176,304 101,260 30,240
FIDELITY'S EQUITY-INCOME PORTFOLIO (10/86)*
Unit Value at beginning of period............................ $ $ 1.112 $ 1.052 $ 1.000 --
Unit Value at end of period.................................. 1.484 1.112 1.052 --
Number of units outstanding at end of period (thousands)..... 153,462 78,856 13,414 --
FIDELITY'S ASSET MANAGER PORTFOLIO (9/89)*
Unit Value at beginning of year.............................. $ $ 1.207 $ 1.301 $ 1.088 $ 1.000
Unit Value at end of year.................................... 1.394 1.207 1.301 1.088
Number of units outstanding at end of year (thousands)....... 270,795 282,474 162,413 30,207
DREYFUS STOCK INDEX FUND (9/89)*
Unit Value at beginning of year.............................. $ $ 1.144 $ 1.148 $ 1.064 $ 1.000
Unit Value at end of year.................................... 1.546 1.144 1.148 1.064
Number of units outstanding at end of year (thousands)....... 43,247 31,600 26,789 12,089
AMERICAN ODYSSEY INTERNATIONAL EQUITY FUND (5/93)*
Unit Value at beginning of period............................ $ $ 1.084 $ 1.180 $ 1.000 --
Unit Value at end of period.................................. 1.274 1.084 1.180 --
Number of units outstanding at end of period (thousands)..... 70,364 47,096 16,944 --
AMERICAN ODYSSEY EMERGING OPPORTUNITIES FUND (5/93)*
Unit Value at beginning of period............................ $ $ 1.168 $ 1.079 $ 1.000 --
Unit Value at end of period.................................. 1.526 1.168 1.079 --
Number of units outstanding at end of period (thousands)..... 103,815 73,838 27,011 --
</TABLE>

A-2
<PAGE> 51

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

THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AMERICAN ODYSSEY CORE EQUITY FUND (5/93)*
Unit Value at beginning of period............................ $ $ .990 $ 1.012 $ 1.000 --
Unit Value at end of period.................................. 1.354 .990 1.012 --
Number of units outstanding at end of period (thousands)..... 137,330 100,082 37,136 --
AMERICAN ODYSSEY LONG-TERM BOND FUND (5/93)*
Unit Value at beginning of period............................ $ $ .990 $ 1.085 $ 1.000 --
Unit Value at end of period.................................. 1.221 .990 1.085 --
Number of units outstanding at end of period (thousands)..... 101,376 70,928 25,467 --
AMERICAN ODYSSEY INTERMEDIATE-TERM BOND FUND (5/93)*
Unit Value at beginning of period............................ $ $ .993 $ 1.035 $ 1.000 --
Unit Value at end of period.................................. 1.128 .993 1.035 --
Number of units outstanding at end of period (thousands)..... 68,878 50,403 19,564 --
AMERICAN ODYSSEY SHORT-TERM BOND FUND (5/93)*
Unit Value at beginning of period............................ $ $ 1.006 $ 1.020 $ 1.000 --
Unit Value at end of period.................................. 1.102 1.006 1.020 --
Number of units outstanding at end of period (thousands)..... 24,416 17,611 8,201 --
SMITH BARNEY INCOME AND GROWTH PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ $ 1.000 -- -- --
Unit Value at end of period.................................. 1.246 -- -- --
Number of units outstanding at end of period (thousands)..... 1,747 -- -- --
ALLIANCE GROWTH PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ $ 1.000 -- -- --
Unit Value at end of period.................................. 1.284 -- -- --
Number of units outstanding at end of period (thousands)..... 2,498 -- -- --
SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ $ 1.000 -- -- --
Unit Value at end of period.................................. 1.137 -- -- --
Number of units outstanding at end of period (thousands)..... 593 -- -- --
PUTNAM DIVERSIFIED INCOME PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ $ 1.000 -- -- --
Unit Value at end of period.................................. 1.128 -- -- --
Number of units outstanding at end of period (thousands)..... 774 -- -- --
SMITH BARNEY HIGH INCOME PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ $ 1.000 -- -- --
Unit Value at end of period.................................. 1.124 -- -- --
Number of units outstanding at end of period (thousands)..... 138 -- -- --
MFS TOTAL RETURN PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ $ 1.000 -- -- --
Unit Value at end of period.................................. 1.205 -- -- --
Number of units outstanding at end of period (thousands)..... 2,734 -- -- --
G.T. GLOBAL STRATEGIC INCOME PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ $ 1.000 -- -- --
Unit Value at end of period.................................. 1.195 -- -- --
Number of units outstanding at end of period (thousands)..... 162 -- -- --
</TABLE>

* Inception date.

The financial statements of Fund U are contained in the Annual Report which
should be read along with this information and which is incorporated by
reference into the SAI. The consolidated financial statements of The Travelers
Insurance Company and Subsidiaries are contained in the SAI.

A-3
<PAGE> 52

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

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

PER UNIT DATA FOR AN ACCUMULATION AND ANNUITY UNIT OUTSTANDING THROUGHOUT EACH
YEAR

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the six years in the period ended December 31, 1996 is contained in the Account
GIS Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.

<TABLE>
<CAPTION>
CONTRACTS ISSUED ON OR AFTER TO MAY 16, 1983 1996 1995 1994 1993
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ $ .205 $ .189 $ .184
Operating expenses.............................................................. .140 .115 .106
------- ------- ------- -------
Net investment income........................................................... .065 .074 .078
Unit Value at beginning of year................................................. 6.917 7.007 6.507
Net realized and change in unrealized gains (losses)............................ 2.387 (.164) .422
------- ------- ------- -------
Unit Value at end of year....................................................... $ $ 9.369 $ 6.917 $ 7.007
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... 2.45 (.09) .50
Ratio of operating expenses to average net assets............................... % 1.70% 1.65% 1.57%
Ratio of net investment income to average net assets............................ % .79% 1.05% 1.15%
Number of units outstanding at end of year (thousands).......................... 26,688 26,692 28,497
Portfolio turnover rate......................................................... % 96% 103% 81%
Average Commission Rate Paid*................................................... .0480 -- --
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1996 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ $ .208 $ .192 $ .189
Operating expenses.............................................................. .123 .100 .092
------- ------- ------- -------
Net investment income........................................................... .085 .092 .097
Unit Value at beginning of year................................................. 7.120 7.194 6.664
Net realized and change in unrealized gains (losses)............................ 2.463 (.166) .433
------- ------- ------- -------
Unit Value at end of year....................................................... $ $ 9.668 $ 7.120 $ 7.194
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... 2.55 (.07) .53
Ratio of operating expenses to average net assets............................... % 1.45% 1.41% 1.33%
Ratio of net investment income to average net assets............................ % 1.02% 1.30% 1.40%
Number of units outstanding at end of year (thousands).......................... 17,896 19,557 21,841
Portfolio turnover rate......................................................... % 96% 103% 81%
Average Commission Rate Paid*................................................... .0480 -- --

<CAPTION>
CONTRACTS ISSUED ON OR AFTER TO MAY 16, 1983 1992 1991 1990 1989
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .188 $ .198 $ .192 $ .191
Operating expenses.............................................................. .098 .091 .079 .095
------- ------- ------- -------
Net investment income........................................................... .090 .107 .113 .096
Unit Value at beginning of year................................................. 6.447 5.048 5.295 4.191
Net realized and change in unrealized gains (losses)............................ (.030) 1.292 (.360) 1.008
------- ------- ------- -------
Unit Value at end of year....................................................... $ 6.507 $ 6.447 $ 5.048 $ 5.295
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .06 1.40 (.25) 1.10
Ratio of operating expenses to average net assets............................... 1.58% 1.58% 1.57% 1.58 %
Ratio of net investment income to average net assets............................ 1.43% 1.86% 2.25% 2.33 %
Number of units outstanding at end of year (thousands).......................... 29,661 26,235 19,634 15,707
Portfolio turnover rate......................................................... 189% 319% 54% 27 %
Average Commission Rate Paid*................................................... -- -- -- --
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1992 1991 1990 1989
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .192 $ .201 $ .199 $ .191
Operating expenses.............................................................. .085 .077 .069 .066
------- ------- ------- -------
Net investment income........................................................... .107 .124 .130 .125
Unit Value at beginning of year................................................. 6.587 5.145 5.383 4.250
Net realized and change in unrealized gains (losses)............................ (.030) 1.318 (.368) 1.008
------- ------- ------- -------
Unit Value at end of year....................................................... $ 6.664 $ 6.587 $ 5.145 $ 5.383
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .08 1.44 (.24) 1.13
Ratio of operating expenses to average net assets............................... 1.33% 1.33% 1.33% 1.33 %
Ratio of net investment income to average net assets............................ 1.67% 2.11% 2.50% 2.56 %
Number of units outstanding at end of year (thousands).......................... 22,516 24,868 28,053 31,326
Portfolio turnover rate......................................................... 189% 319% 54% 27 %
Average Commission Rate Paid*................................................... -- -- -- --

<CAPTION>
CONTRACTS ISSUED ON OR AFTER TO MAY 16, 1983 1988 1987
- --------------------------------------------------------------------------------------------------------------------------------

SELECTED PER UNIT DATA
Total investment income......................................................... $ .168 $ .132
Operating expenses.............................................................. .071 .066
------- -------
Net investment income........................................................... .097 .066
Unit Value at beginning of year................................................. 3.601 3.737
Net realized and change in unrealized gains (losses)............................ .493 (.202)
------- -------
Unit Value at end of year....................................................... $ 4.191 $ 3.601
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .59 (.14)
Ratio of operating expenses to average net assets............................... 1.58% 1.58%
Ratio of net investment income to average net assets............................ 2.60% 1.49%
Number of units outstanding at end of year (thousands).......................... 12,173 11,367
Portfolio turnover rate......................................................... 38% 51%
Average Commission Rate Paid*................................................... -- --
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1988 1987
- --------------------------------------------------------------------------------------------------------------------------------

SELECTED PER UNIT DATA
Total investment income......................................................... $ .168 $ .132
Operating expenses.............................................................. .053 .059
------- -------
Net investment income........................................................... .115 .073
Unit Value at beginning of year................................................. 3.642 3.771
Net realized and change in unrealized gains (losses)............................ .493 (.202)
------- -------
Unit Value at end of year....................................................... $ 4.250 $ 3.642
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .61 (.13)
Ratio of operating expenses to average net assets............................... 1.33% 1.33%
Ratio of net investment income to average net assets............................ 2.85% 1.72%
Number of units outstanding at end of year (thousands).......................... 35,633 41,859
Portfolio turnover rate......................................................... 38% 51%
Average Commission Rate Paid*................................................... -- --
</TABLE>

* The Average Commission Rate Paid is required for funds that have over 10% in
equities for which commissions are paid. This information is required for
funds with fiscal year ends on or after September 30, 1996; earlier compliance
is allowed.

A-4
<PAGE> 53

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

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
PER UNIT DATA FOR AN ACCUMULATION AND ANNUITY UNIT OUTSTANDING THROUGHOUT EACH
YEAR

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the six years in the period ended December 31, 1996 is contained in the Account
QB Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.

<TABLE>
<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1996 1995 1994 1993
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ $ .319 $ .310 $ .299
Operating expenses.............................................................. .073 .069 .067
------- ------- ------- -------
Net investment income........................................................... .246 .241 .232
Unit Value at beginning of year................................................. 4.274 4.381 4.052
Net realized and change in unrealized gains (losses)............................ .374 (.348) .097
------- ------- ------- -------
Unit Value at end of year....................................................... $ $ 4.894 $ 4.274 $ 4.381
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .62 (.11) .33
Ratio of operating expenses to average net assets............................... % 1.57% 1.57% 1.57%
Ratio of net investment income to average net assets............................ % 5.29% 5.62% 5.41%
Number of units outstanding at end of year (thousands).......................... 27,066 27,033 28,472
Portfolio turnover rate......................................................... % 138% 27% 24%
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1996 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ $ .328 $ .318 $ .306
Operating expenses.............................................................. .063 .059 .058
------- ------- ------- -------
Net investment income........................................................... .265 .259 .248
Unit Value at beginning of year................................................. 4.400 4.498 4.150
Net realized and change in unrealized gains (losses)............................ .385 (.357) .100
------- ------- ------- -------
Unit Value at end of year....................................................... $ $ 5.050 $ 4.400 $ 4.498
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .65 (.10) .35
Ratio of operating expenses to average net assets............................... % 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets............................ % 5.54% 5.87% 5.66%
Number of units outstanding at end of year (thousands).......................... 9,325 10,694 12,489
Portfolio turnover rate......................................................... % 138% 27% 24%

<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1992 1991 1990* 1989
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .311 $ .299 $ .277 $ .270
Operating expenses.............................................................. .061 .056 .048 .047
------- ------- ------- -------
Net investment income........................................................... .250 .243 .229 .223
Unit Value at beginning of year................................................. 3.799 3.357 3.129 2.852
Net realized and change in unrealized gains (losses)............................ .003 .199 (.001) .054
------- ------- ------- -------
Unit Value at end of year....................................................... $ 4.052 $ 3.799 $ 3.357 $ 3.129
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .25 .44 .23 .28
Ratio of operating expenses to average net assets............................... 1.58% 1.57% 1.57% 1.57 %
Ratio of net investment income to average net assets............................ 6.38% 6.84% 7.06% 7.44 %
Number of units outstanding at end of year (thousands).......................... 20,250 17,211 14,245 13,135
Portfolio turnover rate......................................................... 23% 21% 41% 33 %
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1992 1991 1990* 1989
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .317 $ .304 $ .281 $ .270
Operating expenses.............................................................. .050 .048 .040 .035
------- ------- ------- -------
Net investment income........................................................... .267 .256 .241 .235
Unit Value at beginning of year................................................. 3.880 3.421 3.181 2.892
Net realized and change in unrealized gains (losses)............................ .003 .203 (.001) .054
------- ------- ------- -------
Unit Value at end of year....................................................... $ 4.150 $ 3.880 $ 3.421 $ 3.181
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .27 .46 .24 29
Ratio of operating expenses to average net assets............................... 1.33% 1.33% 1.33% 1.33 %
Ratio of net investment income to average net assets............................ 6.61% 7.09% 7.31% 7.60 %
Number of units outstanding at end of year (thousands).......................... 13,416 14,629 16,341 18,248
Portfolio turnover rate......................................................... 23% 21% 41% 33 %

<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1988 1987
- --------------------------------------------------------------------------------------------------------------------------------

SELECTED PER UNIT DATA
Total investment income......................................................... $ .259 $ .245
Operating expenses.............................................................. .046 .042
------- -------
Net investment income........................................................... .213 .203
Unit Value at beginning of year................................................. 2.697 2.629
Net realized and change in unrealized gains (losses)............................ (.058) (.135)
------- -------
Unit Value at end of year....................................................... $ 2.852 $ 2.697
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .16 .07
Ratio of operating expenses to average net assets............................... 1.58% 1.57%
Ratio of net investment income to average net assets............................ 7.67% 7.72%
Number of units outstanding at end of year (thousands).......................... 9,457 7,560
Portfolio turnover rate......................................................... 17% 17%
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1988 1987
- --------------------------------------------------------------------------------------------------------------------------------

SELECTED PER UNIT DATA
Total investment income......................................................... $ .259 $ .245
Operating expenses.............................................................. .037 .034
------- -------
Net investment income........................................................... .222 .211
Unit Value at beginning of year................................................. 2.728 2.652
Net realized and change in unrealized gains (losses)............................ (.058) (.135)
------- -------
Unit Value at end of year....................................................... $ 2.892 $ 2.728
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .16 .08
Ratio of operating expenses to average net assets............................... 1.33% 1.32%
Ratio of net investment income to average net assets............................ 7.82% 7.87%
Number of units outstanding at end of year (thousands).......................... 21,124 24,703
Portfolio turnover rate......................................................... 17% 17%
</TABLE>

* On May 1, 1990, TAMIC replaced TIMCO as the investment adviser for Account QB.

A-5
<PAGE> 54

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

THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES
PER UNIT DATA FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH YEAR

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the six years in the period ended December 31, 1996 is contained in the Account
MM Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ $ .127 $ .087 $ .065
Operating expenses.............................................................. .034 .032 .031
------- ------- ------- -------
Net investment income........................................................... .093 .055 .034
Unit Value at beginning of year................................................. 2.084 2.029 1.995
------- ------- ------- -------
Unit Value at end of year....................................................... $ $ 2.177 $ 2.084 $ 2.029
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... .09 .06 .03
Ratio of operating expenses to average net assets............................... % 1.57% 1.57% 1.57%
Ratio of net investment income to average net assets............................ % 4.36% 2.72% 1.68%
Number of units outstanding at end of year (thousands).......................... 35,721 39,675 34,227
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1996 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ $ .130 $ .091 $ .067
Operating expenses.............................................................. .030 .028 .027
------- ------- ------- -------
Net investment income........................................................... .100 .063 .040
Unit Value at beginning of year................................................. 2.146 2.083 2.043
------- ------- ------- -------
Unit Value at end of year....................................................... $ $ 2.246 $ 2.146 $ 2.083
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... .10 .06 .04
Ratio of operating expenses to average net assets............................... % 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets............................ % 4.61% 2.98% 1.93%
Number of units outstanding at end of year (thousands).......................... 206 206 218

<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1992 1991 1990* 1989
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .077 $ .118 $ .149 $ .156
Operating expenses.............................................................. .031 .030 .029 .027
------- ------- ------- -------
Net investment income........................................................... .046 .088 .120 .129
Unit Value at beginning of year................................................. 1.949 1.861 1.741 1.612
------- ------- ------- -------
Unit Value at end of year....................................................... $ 1.995 $ 1.949 $ 1.861 $ 1.741
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... .05 .09 .12 .13
Ratio of operating expenses to average net assets............................... 1.57% 1.57% 1.57% 1.57 %
Ratio of net investment income to average net assets............................ 2.33% 4.66% 6.68% 7.65 %
Number of units outstanding at end of year (thousands).......................... 42,115 55,013 67,343 57,916
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1992 1991 1990* 1989
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .079 $ .120 $ .151 $ .156
Operating expenses.............................................................. .027 .026 .024 .021
------- ------- ------- -------
Net investment income........................................................... .052 .094 .127 .135
Unit Value at beginning of year................................................. 1.991 1.897 1.770 1.635
------- ------- ------- -------
Unit Value at end of year....................................................... $ 2.043 $ 1.191 $ 1.897 $ 1.770
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... .05 .09 .13 .14
Ratio of operating expenses to average net assets............................... 1.33% 1.33% 1.33% 1.33 %
Ratio of net investment income to average net assets............................ 2.58% 4.90% 6.93% 7.81 %
Number of units outstanding at end of year (thousands).......................... 227 262 326 367

<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1988 1987
- --------------------------------------------------------------------------------------------------------------------------------

SELECTED PER UNIT DATA
Total investment income......................................................... $ .118 $ .101
Operating expenses.............................................................. .023 .023
------- -------
Net investment income........................................................... .095 .078
Unit Value at beginning of year................................................. 1.517 1.439
------- -------
Unit Value at end of year....................................................... $ 1.612 $ 1.517
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... .10 .08
Ratio of operating expenses to average net assets............................... 1.56% 1.57%
Ratio of net investment income to average net assets............................ 6.02% 5.27%
Number of units outstanding at end of year (thousands).......................... 41,449 49,918
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1988 1987
- --------------------------------------------------------------------------------------------------------------------------------

SELECTED PER UNIT DATA
Total investment income......................................................... $ .118 $ .101
Operating expenses.............................................................. .018 .018
------- -------
Net investment income........................................................... .100 .083
Unit Value at beginning of year................................................. 1.535 1.452
------- -------
Unit Value at end of year....................................................... $ 1.635 $ 1.535
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... .10 .08
Ratio of operating expenses to average net assets............................... 1.31% 1.32%
Ratio of net investment income to average net assets............................ 6.19% 5.49%
Number of units outstanding at end of year (thousands).......................... 497 592
</TABLE>

* On May 1, 1990, TAMIC replaced TIMCO as the investment adviser for Account MM.

A-6
<PAGE> 55

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

THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
PER UNIT DATA FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the six years in the period ended December 31, 1996 is contained in the Account
TGIS Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income................................................................... $ $ .083 $ .064
Operating expenses........................................................................ .057** .041**
------- ------- -------
Net investment income..................................................................... .026 .023
Unit Value at beginning of year........................................................... $ $ 1.695 $ 1.776
Net realized and change in unrealized gains (losses)...................................... .542 (.104)
------- ------- -------
Unit Value at end of year................................................................. $ $ 2.263 $ 1.695
======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value..................................................... .57 (.08)
Ratio of operating expenses to average net assets*........................................ % 2.82%** 2.82%**
Ratio of net investment income to average net assets*..................................... % 1.37% 1.58%
Number of units outstanding at end of year (thousands).................................... 105 29,692
Portfolio turnover rate................................................................... % 79% 19%

<CAPTION>
1993 1992 1991
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income................................................................... $ .043 $ .046 $ .045
Operating expenses........................................................................ .042** .045** .045 **
------- ------- -------
Net investment income..................................................................... .001 .001 --
Unit Value at beginning of year........................................................... $ 1.689 $ 1.643 $ 1.391
Net realized and change in unrealized gains (losses)...................................... 0.086 0.045 0.252
------- ------- -------
Unit Value at end of year................................................................. $ 1.776 $ 1.689 $ 1.643
======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value..................................................... .09 .05 .25
Ratio of operating expenses to average net assets*........................................ 2.82%** 2.82%** 2.82 %**
Ratio of net investment income to average net assets*..................................... 0.08% 0.78% 1.33 %
Number of units outstanding at end of year (thousands).................................... -- 217,428 --
Portfolio turnover rate................................................................... 70% 119% 489 %

<CAPTION>
1990 1989 1988
- ------------------------------------------------------------------------------------------------------------------------------

SELECTED PER UNIT DATA
Total investment income................................................................... $ .099 $ .161 $ .044
Operating expenses........................................................................ .034** .023 .017
------- ------- -------
Net investment income..................................................................... .065 .138 .027
Unit Value at beginning of year........................................................... $ 1.447 $ 1.108 $ 1.000
Net realized and change in unrealized gains (losses)...................................... (.121) .201 .081
------- ------- -------
Unit Value at end of year................................................................. $ 1.391 $ 1.447 $ 1.108
======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value..................................................... (.06) .34 .11
Ratio of operating expenses to average net assets*........................................ 2.41%** 1.57% 1.57%
Ratio of net investment income to average net assets*..................................... 1.86% 2.81% 2.55%
Number of units outstanding at end of year (thousands).................................... 5,708 -- 3,829
Portfolio turnover rate................................................................... 653% 149% 268%
</TABLE>

* Annualized

** Effective May 1, 1990, market timing fees are included in operating expenses.
Prior to May 1, 1990, market timing fee payments were made by separate check
from a contract owner, and were not recorded in the financial statements of
Account TGIS, or by contractual surrender to the extent allowed under federal
tax law.

A-7
<PAGE> 56

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

THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT FOR VARIABLE ANNUITIES*
PER UNIT DATA FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the six years in the period ended December 31, 1996 is contained in the Account
TSB Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.

<TABLE>
<CAPTION>
1996 1995 1994 1993
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ $ .074 $ .055 $ .041
Operating expenses.............................................................. .035** .036** .037**
------- ------- ------- -------
Net investment income........................................................... .039 .019 .004
Unit value at beginning of year................................................. 1.292 1.275 1.271
Net realized and change in unrealized gains (losses)***......................... .002 (.002) --
------- ------- ------- -------
Unit value at end of year....................................................... $ $ 1.333 $ 1.292 $ 1.275
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... .04 .02 --
Ratio of operating expenses to average net assets****........................... % 2.82%** 2.82%** 2.82%**
Ratio of net investment income to average net assets****........................ % 3.17% 1.45% .39%
Number of units outstanding at end of year (thousands).......................... -- 216,713 353,374

<CAPTION>
1992 1991 1990 1989
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .054 $ .076 $ .099 $ .102
Operating expenses.............................................................. .041** .036** .030** .017
------- ------- ------- -------
Net investment income........................................................... .013 .040 .069 .085
Unit value at beginning of year................................................. 1.258 1.218 1.149 1.064
Net realized and change in unrealized gains (losses)***......................... -- -- -- --
------- ------- ------- -------
Unit value at end of year....................................................... $ 1.271 $ 1.258 $ 1.218 $ 1.149
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... .01 .04 .07 .09
Ratio of operating expenses to average net assets****........................... 2.82%** 2.82%** 2.41%** 1.57 %
Ratio of net investment income to average net assets****........................ 1.12% 3.07% 5.89% 7.63 %
Number of units outstanding at end of year (thousands).......................... 173,359 439,527 369,769 360,074

<CAPTION>
1988 1987
- --------------------------------------------------------------------------------------------------------------------------------

SELECTED PER UNIT DATA
Total investment income......................................................... $ .078 $ .003
Operating expenses.............................................................. .016 .001
------- -------
Net investment income........................................................... .062 .002
Unit value at beginning of year................................................. 1.002 1.000
Net realized and change in unrealized gains (losses)***......................... -- --
------- -------
Unit value at end of year....................................................... $ 1.064 $ 1.002
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... .06 --
Ratio of operating expenses to average net assets****........................... 1.57% 1.57%
Ratio of net investment income to average net assets****........................ 6.51% 2.69%
Number of units outstanding at end of year (thousands).......................... 356,969 288,757
</TABLE>

* Prior to May 1, 1994, the Account was known as The Travelers Timed Money
Market Account for Variable Annuities.

** Effective May 1, 1990, market timing fees are included in operating
expenses. Prior to May 1, 1990, market timing fee payments were made by
separate check from a contract owner, and were not recorded in the financial
statements of Account TSB, or by contractual surrender to the extent allowed
under federal tax law.

*** Effective May 2, 1994, Account TSB was authorized to invest in securities
with a maturity of greater than one year. As a result, net realized and
change in unrealized gains (losses) are no longer included in total
investment income.

**** Annualized.

A-8
<PAGE> 57

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

THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR VARIABLE ANNUITIES
PER UNIT DATA FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the six years in the period ended December 31, 1996 is contained in the Account
TAS Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.

<TABLE>
<CAPTION>
1996 1995 1994 1993
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ $ .042 $ .036 $ .037
Operating expenses.............................................................. .057** .049** .048**
------- ------- ------- -------
Net investment income (loss).................................................... (.015) (.013) (.011)
Unit Value at beginning of year................................................. 1.706 1.838 1.624
Net realized and unrealized gains (losses)...................................... .652 (.119) .225
------- ------- ------- -------
Unit Value at end of year....................................................... $ $ 2.253 $ 1.706 $ 1.838
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .55 (.13) .21
Ratio of operating expenses to average net assets*.............................. % 2.83%** 2.80%** 2.82%**
Ratio of net investment income to average net assets*........................... % (.74)% (.72)% (.80)%
Number of units outstanding at end of year (thousands).......................... 45,575 25,109 43,059
Portfolio turnover rate......................................................... % 113% 142% 71%

<CAPTION>
1992 1991 1990+ 1989
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .041 $ .044 $ .045 $ .052
Operating expenses.............................................................. .043** .039** .073** .051
------- ------- ------- -------
Net investment income (loss).................................................... (.002) .005 (.028) .001
Unit Value at beginning of year................................................. 1.495 1.136 1.189 1.059
Net realized and unrealized gains (losses)...................................... .131 .354 (.025) .129
------- ------- ------- -------
Unit Value at end of year....................................................... $ 1.624 $ 1.495 $ 1.136 $ 1.189
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... (.13) .36 (.05) .13
Ratio of operating expenses to average net assets*.............................. 2.93%** 2.99%** 2.64%** 1.95 %
Ratio of net investment income to average net assets*........................... (.12)% .37% (3.73)% .91 %
Number of units outstanding at end of year (thousands).......................... 20,225 19,565 5,585 0
Portfolio turnover rate......................................................... 269% 261% 0% 77 %

<CAPTION>
1988 1987
- --------------------------------------------------------------------------------------------------------------------------------

SELECTED PER UNIT DATA
Total investment income......................................................... $ .008 $ .001
Operating expenses.............................................................. .015 .000
------- -------
Net investment income (loss).................................................... (.007) .001
Unit Value at beginning of year................................................. 1.001 1.000
Net realized and unrealized gains (losses)...................................... .065 .000
------- -------
Unit Value at end of year....................................................... $ 1.059 $ 1.001
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .06 .00
Ratio of operating expenses to average net assets*.............................. 1.95% 1.95%
Ratio of net investment income to average net assets*........................... (.88)% 4.90%
Number of units outstanding at end of year (thousands).......................... 0 841
Portfolio turnover rate......................................................... 127% 0
</TABLE>

* Annualized

** Effective May 1, 1990, market timing fees are included in operating expenses.
Prior to May 1, 1990, market timing fee payments were made by separate check
from a contract owner and were not recorded in the financial statements of
Account TAS, or by contractual surrender to the extent allowed under federal
tax law.

+ On May 1, 1990, TIMCO replaced Keystone Custodian Funds, Inc. as the
investment adviser for Account TAS.

A-9
<PAGE> 58

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

THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES
PER UNIT DATA FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the six years in the period ended December 31, 1996 is contained in the Account
TB Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.

<TABLE>
<CAPTION>
1996 1995 1994 1993
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ $ .071 $ .007 $ .054
Operating expenses.............................................................. .031** .006** .036**
------- ------- ------- -------
Net investment income........................................................... .040 .001 .018
Unit Value at beginning of year................................................. 1.215 1.234 1.132
Net realized and change in unrealized gains (losses)............................ .128 (.020) .084
------- ------- ------- -------
Unit Value at end of year....................................................... $ $ 1.383 $ 1.215 $ 1.234
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .17 (.02) .10
Ratio of operating expenses to average net assets*.............................. % 3.00%** 3.00%** 3.00%**
Ratio of net investment income to average net assets*........................... % 3.98% 1.02% 1.48%
Number of units outstanding at end of year (thousands).......................... 11,466 -- 20,207
Portfolio turnover rate......................................................... % 117% -- 190%

<CAPTION>
1992 1991 1990+ 1989
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .051 $ .052 $ .072 $ .147
Operating expenses.............................................................. .032** .031** .018** .023
------- ------- ------- -------
Net investment income........................................................... .019 .021 .054 .124
Unit Value at beginning of year................................................. 1.087 .994 1.036 1.114
Net realized and change in unrealized gains (losses)............................ .026 .072 (.096) (.202)
------- ------- ------- -------
Unit Value at end of year....................................................... $ 1.132 $ 1.087 $ .994 $ 1.036
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .05 .09 (.04) (.08)
Ratio of operating expenses to average net assets*.............................. 2.99%** 3.00%** 2.58%** 2.02 %
Ratio of net investment income to average net assets*........................... 1.71% 3.07% 3.88% 11.15 %
Number of units outstanding at end of year (thousands).......................... 21,868 19,521 14,115 660
Portfolio turnover rate......................................................... 505% 627% 370% 10 %

<CAPTION>
1988 1987
- --------------------------------------------------------------------------------------------------------------------------------

SELECTED PER UNIT DATA
Total investment income......................................................... $ .141 $ .001
Operating expenses.............................................................. .022 .001
------- -------
Net investment income........................................................... .119 .000
Unit Value at beginning of year................................................. 1.000 1.000
Net realized and change in unrealized gains (losses)............................ (.005) --
------- -------
Unit Value at end of year....................................................... $ 1.114 $ 1.000
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... .11 .00
Ratio of operating expenses to average net assets*.............................. 2.04% 1.78%
Ratio of net investment income to average net assets*........................... 11.12% (.95)
Number of units outstanding at end of year (thousands).......................... 830 625
Portfolio turnover rate......................................................... 26% 0%
</TABLE>

* Annualized

** Effective May 1, 1990, market timing fees are included in operating expenses.
Prior to May 1, 1990, market timing fee payments were made by separate check
from a contract owner, and were not recorded in the financial statements of
Account TB, or by contractual surrender to the extent allowed under federal
tax law.

+ On May 1, 1990, TAMIC replaced Keystone Custodian Funds, Inc. as the
investment adviser for Account TB.

A-10
<PAGE> 59

APPENDIX B

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

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

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

Description of The Travelers and The Separate Accounts
The Insurance Company
The Separate Accounts
Investment Restrictions
The Travelers Growth and Income Stock Account For Variable Annuities
The Travelers Timed Growth and Income Stock Account for Variable
Annuities
The Travelers Timed Aggressive Stock Account for Variable Annuities
The Travelers Quality Bond Account for Variable Annuities
The Travelers Timed Bond Account for Variable Annuities
The Travelers Money Market Account for Variable Annuities
The Travelers Timed Short-Term Bond Account for Variable Annuities
Description of Certain Types of Investments and Investment Techniques
Available to the Separate Accounts
Writing Covered Call Options
Buying Put and Call Options
Futures Contracts
Money Market Instruments
Investment Management and Advisory Services
Advisory Fees
TIMCO
TAMIC
Valuation of Separate Account Assets
Net Investment Factor
Performance Data
Yield Quotations of Account MM
Average Annual Total Return Quotations of Accounts GIS, QB, MM, TGIS,
TSB, TAS, TB and Fund U
The Board of Managers
Distribution and Management Services
Securities Custodian
Independent Accountants
Financial Statements

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

COPIES OF THE STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1997 (FORM NO.
L-11165S) ARE AVAILABLE WITHOUT CHARGE. TO REQUEST A COPY, PLEASE CLIP THIS
COUPON ON THE DOTTED LINE, ENTER YOUR NAME AND ADDRESS IN THE SPACES PROVIDED
BELOW, AND MAIL TO: THE TRAVELERS INSURANCE COMPANY, ANNUITY SERVICES, ONE TOWER
SQUARE, HARTFORD, CONNECTICUT 06183-5030.

Name:

Address:

B-1
<PAGE> 60

THE TRAVELERS UNIVERSAL ANNUITY

INDIVIDUAL AND GROUP
VARIABLE ANNUITY CONTRACTS
ISSUED BY
THE TRAVELERS INSURANCE COMPANY

L-11165 Printed in U.S.A.
TIC Ed. 5-97
<PAGE> 61
- --------------------------------------------------------------------------------

TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

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

GROUP VARIABLE ANNUITY CONTRACTS

issued by

THE TRAVELERS INSURANCE COMPANY

One Tower Square, Hartford, Connecticut 06183
Telephone: 860-422-3985

The group Variable Annuities described in this Prospectus are
available only for use in connection with pension and profit-sharing plans
qualified under Section 401(a) or 403(a) of the Internal Revenue Code of 1986,
as amended (the "Code"). The basic purpose of the Variable Annuity contract is
to provide lifetime Annuity Payments which will vary with the investment
performance of one or more Separate Accounts.

The Separate Accounts available for funding the Variable Annuities
described in this Prospectus have different investment objectives. The basic
investment objective of The Travelers Growth and Income Stock Account for
Variable Annuities ("Account GIS") is long-term accumulation of principal
through capital appreciation and retention of net investment income. Account
GIS proposes to achieve this objective by investing in a portfolio of equity
securities, mainly common stocks. The basic investment objective of The
Travelers Quality Bond Account for Variable Annuities ("Account QB") is the
selection of investments from the point of view of an investor concerned
primarily with current income, moderate capital volatility and total return.
Account QB proposes to achieve this objective by investing in money market
obligations and in publicly traded debt securities.

This Prospectus sets forth concisely the information about Account GIS
and Account QB (the "Separate Accounts") that you should know before investing.
Please read it and retain it for future reference. Additional information about
the Separate Accounts is contained in a Statement of Additional Information
("SAI") dated May 1, 1997 which has been filed with the Securities and Exchange
Commission ("SEC") and is incorporated by reference into this Prospectus. A
copy may be obtained, without charge, by writing to The Travelers Insurance
Company, Annuity Services, One Tower Square, Hartford, Connecticut 06183-5030,
Attention: Manager, or by calling 800-422-3985. The Table of Contents of the
SAI appears in Appendix A of this Prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS MAY 1, 1997.

<PAGE> 62

TABLE OF CONTENTS

<TABLE>
<S> <C>
GLOSSARY OF SPECIAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v

FEE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi

CONDENSED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . 1

The Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Separate Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INVESTMENT ALTERNATIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT GIS). . . . . . . . . . . . . . . . . . . . . . . . 1

Investment Objective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Fundamental Investment Policies. . . . . . . . . . . . . . . . . . . . . . . . 2

THE TRAVELERS QUALITY BOND ACCOUNT FOR
VARIABLE ANNUITIES (ACCOUNT QB) . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Investment Objective. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Fundamental Investment Policies . . . . . . . . . . . . . . . . . . . . . . . . 4

VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

CHARGES AND DEDUCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Deductions from Purchase Payments. . . . . . . . . . . . . . . . . . . . . . . 6
Premium Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Annual Contract Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Investment Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Mortality and Expense Risks. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Change of Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

THE VARIABLE ANNUITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

General Benefit Description. . . . . . . . . . . . . . . . . . . . . . . . . . 8
Termination by the Company and Termination Amount . . . . . . . . . . . . . . . 8
Benefit in the Event of Termination of a Participant, the Plan or the Contract 8
Suspension of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Required Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Federal and State Income Tax Withholding . . . . . . . . . . . . . . . . . . . 9

ACCUMULATION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Application of Purchase Payments. . . . . . . . . . . . . . . . . . . . . . . . 9
Number of Accumulation Units. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Accumulation Unit Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Net Investment Rate and Net Investment Factor . . . . . . . . . . . . . . . . . 10
Cash Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Cash Surrender (Redemption) or Withdrawal Value . . . . . . . . . . . . . . . . 10
Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>

i
<PAGE> 63
<TABLE>
<S> <C>
Reinvestment Privilege. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Transfer Between Separate Accounts . . . . . . . . . . . . . . . . . . . . . . 11
Distribution from One Account to Another Account . . . . . . . . . . . . . . . 11

PAYOUT PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Separate Account Allocation. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Determination of First Payment . . . . . . . . . . . . . . . . . . . . . . . . 12
Annuity Unit Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Number of Annuity Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Determination of Second and Subsequent Payments . . . . . . . . . . . . . . . . 13
Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Income Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Election of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

FEDERAL TAX CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Qualified Pension and Profit-Sharing Plans . . . . . . . . . . . . . . . . . . 15
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . 15
Tax Advice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS . . . . . . . . . . . . . . . . . . . . 16

STATE REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

LEGAL PROCEEDINGS AND OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 17

APPENDIX A - Contents of the Statement of Additional Information . . . . . . . . . 18
</TABLE>

ii
<PAGE> 64
GLOSSARY OF SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated meanings:

ACCUMULATION UNIT: the basic measure used to determine the value of a contract
before Annuity Payments begin.

ANNUITANT: the person on whose life the Variable Annuity contract is issued.

ANNUITY COMMENCEMENT DATE: the date on which a Participant's Annuity Payments
are to begin under the terms of the plan.

ANNUITY PAYMENTS: a series of periodic payments for life; for life with either
a minimum number of payments of a determinable sum assured; or for the joint
lifetime of the Annuitant and another person and thereafter during the lifetime
of the survivor.

ANNUITY UNIT: the basic measure used to determine the dollar amount of Annuity
Payments.

BOARD OF MANAGERS: the persons directing the investment and administration of a
managed Separate Account.

CASH SURRENDER VALUE: the amount payable to the Owner or other payee upon
termination of the contract during the lifetime of the Annuitant.

CASH VALUE: the current value of Accumulation Units credited to the contract
less any administrative charges.

COMPANY: The Travelers Insurance Company.

COMPANY'S HOME OFFICE: the principal executive offices of The Travelers
Insurance Company located at One Tower Square, Hartford, Connecticut.

CONTRACT DATE: the date on which the contract, benefits and provisions of the
contract become effective.

CONTRACT YEARS: annual periods computed from the Contract Date.

INCOME PAYMENTS: optional forms of periodic payments made by the Company which
are not based on the life of the Annuitant.

INDIVIDUAL ACCOUNT: Accumulation Units credited to a Participant or
beneficiary.

MAJORITY VOTE: a "majority vote of the outstanding voting securities" is
defined in the Investment Company Act of 1940 as the lesser of (i) 67% or more
of the votes present at a meeting, if Contract Owners holding more than 50% of
the total voting power of all Contract Owners in the Separate Account are
present or represented by proxy, or (ii) more than 50% of the total voting
power of all Contract Owners in the Separate Account.

NET PURCHASE PAYMENT (NET PREMIUM PAYMENT): the amount applied to the purchase
of Accumulation Units, which is equal to the Purchase Payment less deductions
for sales expenses, any applicable annual contract charge and any applicable
premium taxes.

OWNER: the entity to which the master group contract is issued, usually the
employer.

OWNER'S ACCOUNT: Accumulation Units credited to the Owner.

PARTICIPANT: an eligible person who participates in the plan.

iii
<PAGE> 65
PARTICIPANT'S INTEREST: the Cash Value to which the Participant is entitled
under the Plan.

PLAN: the plan under which the contract is issued.

PURCHASE PAYMENT (PREMIUM PAYMENT): a gross amount paid to the Company under
the contract during the accumulation period.

SEPARATE ACCOUNT: assets set aside by the Company, the investment experience of
which is kept separate from that of other assets of the Company; for example,
The Travelers Growth and Income Stock Account for Variable Annuities.

VALUATION DATE: generally, a day on which the Separate Account is valued. A
valuation date is any day on which the New York Stock Exchange is open for
trading. The value of the Accumulation Units and Annuity Units will be
determined as of the close of trading on the New York Stock Exchange.

VALUATION PERIOD: the period between the close of business on successive
Valuation Dates.

VARIABLE ANNUITY: an annuity contract which provides for accumulation and for
Annuity Payments which vary in amount in accordance with the investment
experience of a Separate Account.

THERE ARE ELIGIBILITY REQUIREMENTS FOR PURCHASERS DESCRIBED ELSEWHERE IN THIS
PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO
ACQUIRE ANY INTEREST OR PARTICIPATION IN THE VARIABLE ANNUITY DESCRIBED IN THIS
PROSPECTUS TO ANY PERSON WHO IS INELIGIBLE FOR PURCHASE.

SUMMARY

INTRODUCTION
There are two Separate Accounts currently available for funding the
Variable Annuity contracts described herein. The Travelers Growth and Income
Stock Account for Variable Annuities (Account GIS) and The Travelers Quality
Bond Account for Variable Annuities (Account QB) are registered with the SEC as
diversified, open-end management investment companies under the Investment
Company Act of 1940, as amended (the "1940 Act").

The basic investment objectives of the Separate Accounts are as
follows: Account GIS--long-term accumulation of principal through capital
appreciation and retention of net investment income; Account QB--current
income, moderate capital volatility and total return. As is true with all
investment companies, there can be no assurance that the objectives of the
Separate Accounts will be achieved.

RISK FACTORS
The investment experience on equity investments over a period of time
will tend to reflect levels of stock market prices and dividend payouts. Both
are affected by diverse factors, including not only business conditions and
investors' confidence in the economy, but current conditions in a particular
industry or company. The yield on a common stock is not contractually
determined. Equity securities are subject to financial risks relating to the
earning stability and overall financial soundness of an issue. They are also
subject to market risks relating to the effect of general changes in the
securities market on the price of a security.

The yield on debt instruments over a period of time should reflect
prevailing interest rates, which depend on a number of factors, including
government action in the capital markets, government fiscal and monetary
policy, needs of businesses for capital goods for expansion, and investor
expectations as to future inflation. The yield on a particular debt instrument
is also affected by the risk that the issuer will be unable to apply principal
and interest.

iv
<PAGE> 66
INVESTMENT ADVISORY SERVICES
The Travelers Investment Management Company ("TIMCO") furnishes
investment management and advisory services to Account GIS according to the
terms of a written agreement. TIMCO receives an amount equivalent on an annual
basis to 0.45% of the average daily net assets of Account GIS. Travelers Asset
Management International Corporation ("TAMIC") furnishes investment management
and advisory services to Account QB according to the terms of a written
agreement. TAMIC receives an amount equivalent on an annual basis to 0.3233%
of the average daily net assets of Account QB.

CHARGES AND DEDUCTIONS
A sales charge equal to 2% (2.04% of the amount invested) of the gross
Premium Payment is deducted from the Purchase Payments. The sales charge will
be reduced by 2% of any applicable annual contract charge. (See "Deductions
from Purchase Payments" and "Annual Contract Charge.")

There is a $50 annual contract charge assessed against each group
contract. (See "Annual Contract Charge.")

A deduction of 1.0017% on an annual basis will be made on each
Valuation Date for mortality and expense risks assumed by the Company. (See
"Charges and Deductions.")

A contract may be surrendered (redeemed) for cash, in whole or in
part, prior to the commencement of Annuity Payments. There is a surrender
charge of 2% of any Cash Value surrendered during the first five contract
years. (See "Cash Surrender (Redemption) or Withdrawal Value.")

Premium taxes may apply to annuities in a few states. These taxes
currently range from 0.5% to 5.0%, depending upon jurisdiction. The Company
will deduct any applicable premium tax from the Contract Value, either upon
death, surrender, or 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. (See "Premium Tax.")

ANNUITY PAYMENTS
At a Participant's Annuity Commencement Date (usually at retirement),
the contract provides lifetime Annuity Payments, as well as other types of
payout plans. (See "Annuity Options" and "Income Options.") If a variable
payout is selected, the payments will continue to vary with the investment
performance of the selected Investment Alternatives.

TRANSFERS AND WITHDRAWALS
In the event that a Participant in the plan is terminated prior to
that Participant's Annuity Commencement Date, the Participant's interest may be
paid in cash or in other forms of payout. (See "Benefit in the Event of
Termination of a Participant, the Plan or the Contract.")

Before Annuity or Income Payments begin, transfers may be made among
available Investment Alternatives without fee, penalty or charge. (See
"Transfer Between Separate Accounts.")

VOTING RIGHTS

Owners have certain voting rights under the contracts. (See "Voting
Rights.")

OTHER PROVISIONS

The Company reserves the right to terminate inactive contracts under
certain circumstances. (See "Termination by the Company and Termination
Amount.")

The contracts will be sold by life insurance sales representatives
representing the Company or certain other registered broker-dealers. (See
"Distribution of Variable Annuity Contracts.")

v
<PAGE> 67
FEE TABLE

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES (GIS)
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES (QB)

<TABLE>
<CAPTION>
GIS QB
--- --
<S> <C> <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Load Imposed on Purchases (as a percentage of purchase payments) . . 2.00% 2.00%
Surrender Charge (as a percentage of cash value surrendered) . . . . . 2.00% 2.00%
ANNUAL CONTRACT FEE (per group Contract). . . . . . . . . . . . . . . $ 50.00 $ 50.00
ANNUAL EXPENSES (as a percentage of average net assets)
Mortality and Expense Risk Fees . . . . . . . . . . . . . . . 1.00% 1.00%
Management Fees . . . . . . . . . . . . . . . . . . . . 0.45% 0.32%
TOTAL ANNUAL EXPENSES . . . . . . . . . . . . . . . . . . . . . 1.45% 1.32%
</TABLE>

EXAMPLE
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

If you surrender your contract at the end of the applicable period,
you would have paid the following expenses on a $1,000 investment, assuming a
5% annual return on assets, after:

<TABLE>
<CAPTION>
GIS QB
--- --
<S> <C> <C>
1 year $ 55 $ 54
3 years $ 88 $ 84
5 years $123 $117
10 years $195 $181
</TABLE>

If you do not surrender your contract at the end of the applicable
period, you would have paid the following expenses on a $1,000 investment,
assuming a 5% annual return on assets, after:

<TABLE>
<CAPTION>
GIS QB
--- --
<S> <C> <C>
1 year $ 35 $ 34
3 years $ 66 $ 62
5 years $100 $ 93
10 years $195 $181
</TABLE>

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. For more complete descriptions of the various costs and expenses,
including possible waivers or reductions of these expenses, see "Charges and
Deductions," and "Surrender Charge." Expenses shown do not include premium
taxes which may be applicable.

vi
<PAGE> 68
CONDENSED FINANCIAL INFORMATION

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
Per Unit Data for an Accumulation and Annuity Unit outstanding throughout each
year

The following information on per unit data has been audited by Coopers &
Lybrand L.L.P., independent accountants. Their report on the per unit data for
each of the five years in the period ended December 31, 1996 is contained in
the Separate Account's Annual Report which should be read along with this
information and which is incorporated by reference into the SAI. The
consolidated financial statements of The Travelers Insurance Company and
Subsidiaries are contained in the SAI.

CONTRACTS ISSUED ON OR AFTER MAY 16, 1983.

<TABLE>
<CAPTION>
SELECTED PER UNIT DATA 1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . $ .205 $ .189 $ .184 $ .188 $ .198
Operating expenses . . . . . . . . . . . . . . . . . . .140 .115 .106 .098 .091
------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .065 .074 .078 .090 .107
Unit Value at beginning of year . . . . . . . . . . . . 6.917 7.007 6.507 6.447 5.048
Net realized and change in unrealized gains (losses) . 2.387 (.164) .422 (.030) 1.292
------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . $ 9.369 $ 6.917 $ 7.007 $ 6.507 $ 6.447
====== ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . 2.45 (.09) .50 .06 1.40
Ratio of operating expenses to average net assets . . . 1.70% 1.65% 1.57% 1.58% 1.58%
Ratio of net investment income to average net assets . .79% 1.05% 1.15% 1.43% 1.86%
Number of units outstanding at end of year (thousands) 26,688 26,692 28,497 29,661 26,235
Portfolio turnover rate . . . . . . . . . . . . . . . . 96% 103% 81% 189% 319%
Average Commission Rate Paid* . . . . . . . . . . . . . .0480 -- -- -- ---

SELECTED PER UNIT DATA 1990 1989 1988 1987
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . $ .192 $ .191 $ .168 $ .132
Operating expenses. . . . . . . . . . . . . . . . . . . .079 .095 .071 .066
------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .113 .096 .097 .066
Unit Value at beginning of year . . . . . . . . . . . . 5.295 4.191 3.601 3.737
Net realized and change in unrealized gains (losses) . (.360) 1.008 .493 (.202)
------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . $ 5.048 $ 5.295 $ 4.191 $ 3.601
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . (.25) 1.10 .59 (.14)
Ratio of operating expenses to average net assets . . . 1.57% 1.58% 1.58% 1.58%
Ratio of net investment income to average net assets . 2.25% 2.33% 2.60% 1.49%
Number of units outstanding at end of year (thousands) 19,634 15,707 12,173 11,367
Portfolio turnover rate . . . . . . . . . . . . . . . . 54% 27% 38% 51%
Average Commission Rate Paid* . . . . . . . . . . . . . -- -- -- --
</TABLE>

<TABLE>
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1996 1995 1994 1993 1992 1991
---- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . .208 $ .192 $ .189 $ .192 $ .201
Operating expenses . . . . . . . . . . . . . . . . . . .123 .100 .092 .085 .077
-------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .085 .092 .097 .107 .124
Unit Value at beginning of year . . . . . . . . . . . . 7.120 7.194 6.664 6.587 5.145
Net realized and change in unrealized gains (losses) . 2.463 (.166) .433 (.030) 1.318
------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . $9.668 $ 7.120 $ 7.194 $ 6.664 $ 6.587
====== ======== ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . 2.55 (.07) .53 .08 1.44
Ratio of operating expenses to average net assets . . . 1.45% 1.41% 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets. . 1.02% 1.30% 1.40% 1.67% 2.11%
Number of units outstanding at end of year (thousands) 17,896 19,557 21,841 22,516 24,868
Portfolio turnover rate . . . . . . . . . . . . . . . . 96% 103% 81% 189% 319%
Average Commission Rate Paid* . . . . . . . . . . . . . .0480 -- -- -- --

<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1990 1989 1988 1987
------- ------- ------- -------
<S> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . $ .199 $ .191 $ .168 $ .132
Operating expenses . . . . . . . . . . . . . . . . . . .069 .066 .053 .059
------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .130 .125 .115 .073
Unit Value at beginning of year . . . . . . . . . . . . 5.383 4.250 3.642 3.771
Net realized and change in unrealized gains (losses). . (.368) 1.008 .493 (.202)
------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . $ 5.145 $ 5.383 $ 4.250 $ 3.642
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . (.24) 1.13 .61 (.13)
Ratio of operating expenses to average net assets . . . 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets. . 2.50% 2.56% 2.85% 1.72%
Number of units outstanding at end of year (thousands) 28,053 31,326 35,633 41,859
Portfolio turnover rate . . . . . . . . . . . . . . . . 54% 27% 38% 51%
Average Commission Rate Paid* . . . . . . . . . . . . . -- -- -- --
</TABLE>

* The Average Commission Rate Paid is required for funds that have over 10%
in equities for which commissions are paid. This information is required for
funds with fiscal year ends on or after September 30, 1996.

1
<PAGE> 69
CONDENSED FINANCIAL INFORMATION

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
Per Unit Data for an Accumulation and Annuity Unit outstanding throughout each
year

<TABLE>
<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983.

SELECTED PER UNIT DATA 1996 1995 1994 1993 1992 * 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Total investment income. . . . . . . . . . . . . . . . . $ .319 $ .310 $ .299 $ .311 $ .299
Operating expenses . . . . . . . . . . . . . . . . . . . .073 .069 .067 .061 .056
------- ------- ------- ------- -------
Net investment income. . . . . . . . . . . . . . . . . . .246 .241 .232 .250 .243
Unit Value at beginning of year. . . . . . . . . . . . . 4.274 4.381 4.052 3.799 3.357
Net realized and change in unrealized gains (losses) . . .374 (.348) .097 .003 .199
------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . $ 4.894 $ 4.274 $ 4.381 $ 4.052 $ 3.799
======== ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value. . . . . . . . . . .62 (.11) .33 .25 .44
Ratio of operating expenses to average net assets. . . . 1.57% 1.57% 1.57% 1.58% 1.57%
Ratio of net investment income to average net assets . . 5.29% 5.62% 5.41% 6.38% 6.84%
Number of units outstanding at end of year (thousands) . 27,066 27,033 28,472 20,250 17,211
Portfolio turnover rate. . . . . . . . . . . . . . . . . 138% 27% 24% 23% 21%

<CAPTION>
CONTRACTS ISSUED ON OR AFTER TO MAY 16, 1983.

SELECTED PER UNIT DATA 1990 1989 1988 1987
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . $ .277 $ .270 $ .259 $ .245
Operating expenses. . . . . . . . . . . . . . . . . . . .048 .047 .046 .042
------- ------- ------- -------
Net investment income. . . . . . . . . . . . . . . . . . .229 .223 .213 .203
Unit Value at beginning of year. . . . . . . . . . . . . 3.129 2.852 2.697 2.629
Net realized and change in unrealized gains (losses) . . (.001) .054 (.058) (.135)
------- ------- -------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . $ 3.357 $ 3.129 $ 2.852 $ 2.697
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value. . . . . . . . . . .23 .28 .16 .07
Ratio of operating expenses to average net assets. . . . 1.57% 1.57% 1.58% 1.57%
Ratio of net investment income to average net assets . . 7.06% 7.44% 7.67% 7.72%
Number of units outstanding at end of year (thousands) . 14,245 13,135 9,457 7,560
Portfolio turnover rate. . . . . . . . . . . . . . . . . 41% 33% 17% 17%
</TABLE>

<TABLE>
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1996 1995 1994 1993 1992 * 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Total investment income. . . . . . . . . . . . . . . . $ .328 $ .318 $ .306 $ .317 $ .304
Operating expenses . . . . . . . . . . . . . . . . . . .063 .059 .058 .050 .048
------- ------- ------- ------- -------
Net investment income. . . . . . . . . . . . . . . . . .265 .259 .248 .267 .256
Unit Value at beginning of year. . . . . . . . . . . . 4.400 4.498 4.150 3.880 3.421
Net realized and change in unrealized gains (losses) . .385 (.357) .100 .003 .203
------- ------ ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . $ 5.050 $ 4.400 $ 4.498 $ 4.150 $ 3.880
====== ======= ======= ======= ======= ========
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . .65 (.10) .35 .27 .46
Ratio of operating expenses to average net assets. . . 1.33% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets . 5.54% 5.87% 5.66% 6.61% 7.09%
Number of units outstanding at end of year (thousands) 9,325 10,694 12,489 13,416 14,629
Portfolio turnover rate. . . . . . . . . . . . . . . . 138% 27% 24% 23% 21%

<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1990 1989 1988 1987
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total investment income. . . . . . . . . . . . . . . . $ .281 $ .270 $ .259 $ .245
Operating expenses . . . . . . . . . . . . . . . . . . .040 .035 .037 .034
------- ------- ------- -------
Net investment income. . . . . . . . . . . . . . . . . .241 .235 .222 .211
Unit Value at beginning of year. . . . . . . . . . . . 3.181 2.892 2.728 2.652
Net realized and change in unrealized gains (losses) . (.001) .054 (.058) (.135)
------- ------- ------- -------
Unit Value at end of year. . . . . . . . . . . . . . . $ 3.421 $ 3.181 $ 2.892 $ 2.728
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . .24 29 .16 .08
Ratio of operating expenses to average net assets. . . . 1.33% 1.33% 1.33% 1.32%
Ratio of net investment income to average net assets . . 7.31% 7.60% 7.82% 7.87%
Number of units outstanding at end of year (thousands) . 16,341 18,248 21,124 24,703
Portfolio turnover rate. . . . . . . . . . . . . . . . . 41% 33% 17% 17%
</TABLE>

* On May 1, 1990, TAMIC replaced TIMCO as the investment adviser for Account
QB.

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DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS

THE INSURANCE COMPANY

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

THE SEPARATE ACCOUNTS

Each of the Separate Accounts available under the Variable Annuity
contracts described in this Prospectus 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 each of the Separate Accounts
are subject to the provisions of Section 38a-433 of the Connecticut General
Statutes which authorizes the Connecticut Insurance Commissioner to adopt
regulations under it. Section 38a-433 contains no restrictions on investments
of the Separate Accounts, and the Commissioner has adopted no regulations under
the Section that affect the Separate Accounts.

Account GIS was established on September 22, 1967, and Account QB was
established on July 29, 1974. Each of these Separate Accounts, although an
integral part of the Company, is registered with the SEC as a diversified,
open-end management investment company under the 1940 Act. The assets of
Accounts GIS and QB are invested directly in securities (such as stocks, bonds
or money market instruments) which are compatible with the stated investment
policies of each account.

GENERAL

Under Connecticut law, the assets of the Separate Accounts will be
held for the exclusive benefit of the owners of, and the persons entitled to
payment under, the Variable Annuity contracts offered by this Prospectus and
under all other contracts which provide for accumulated values or dollar amount
payments to reflect investment results of the Separate Accounts. The assets in
the Separate Accounts are not chargeable with liabilities arising out of any
other business which the Company may conduct. The obligations arising under
the Variable Annuity contracts are obligations of the Company.

INVESTMENT ALTERNATIVES

The Investment Alternatives available in connection with the Variable
Annuity Contracts described herein each have different investment objectives
and fundamental investment policies, as are set forth below. Neither the
investment objectives nor the fundamental investment policies of the Separate
Account can be changed without a vote of a majority of the outstanding voting
securities of the Separate Account, as defined in the 1940 Act.

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT GIS)

INVESTMENT OBJECTIVE

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<PAGE> 71
the basis of combined considerations of risk, income and appreciation,
investments may be made in bonds, notes or other evidence of indebtedness,
issued publicly or placed privately, of a type customarily purchased for
investment by institutional investors, including United States government
securities. These investments in other-than-equity securities generally would
not have a prospect of long-term appreciation, and are temporary for defensive
purposes. Such investments may or may not be convertible into stock or be
accompanied by stock purchase options or warrants for the purchase of stock.

Account GIS will use exchange-traded stock index futures contracts as
a hedge to protect against changes in stock prices. A stock index futures
contract is a contractual obligation to buy or sell a specified index of stocks
at a future date for a fixed price. Stock index futures may also be used to
hedge cash inflows to gain market exposure until the cash is invested in
specific common stocks. Account GIS will not purchase or sell futures
contracts for which the aggregate initial margin exceeds five percent (5%) of
the fair market value of its assets, after taking into account unrealized
profits and losses on any such contracts which it has entered into. When a
futures contract is purchased, Account GIS will set aside, in an identifiable
manner, an amount of cash and cash equivalents equal to the total market value
of the futures contract, less the amount of the initial margin.

All stock index futures will be traded on exchanges that are licensed
and regulated by the Commodity Futures Trading Commission ("CFTC"). To ensure
that its futures transactions meet CFTC standards, Account GIS will enter into
futures contracts for hedging purposes only (i.e., for the purposes or with the
intent specified in CFTC regulations and interpretations, subject to the
requirements of the SEC). Account GIS expects that risk management
transactions involving futures contracts will not impact more than thirty
percent (30%) of its assets at any one time. For a more detailed discussion of
financial futures contracts and associated risks, please see the SAI.

Account GIS may write covered call options on portfolio securities for
which call options are available and which are listed on a national securities
exchange. It may also purchase index or individual equity call options as an
alternative to holding stocks or stock index futures, or purchase index or
individual equity put options as a defensive measure. For a detailed
discussion of options contracts and associated risks, please see the SAI.

Changes in investments may be made from time to time to take into
account changes in the outlook for particular industries or companies. The
investments of Account GIS will not, however, be concentrated in any one
industry; that is, no more than twenty-five percent (25%) of the value of
Account GIS's assets will be invested in any one industry. While Account GIS
may occasionally invest in foreign securities, it is not anticipated that such
foreign securities will, at any time, account for more than ten percent (10%)
of the investment portfolio.

It must be recognized that there are risks inherent in the ownership
of any security. The investment experience on equity investments over time
will tend to reflect levels of stock market prices and dividend payouts. Both
are affected by diverse factors, including not only business conditions and
investor confidence in the economy, but current conditions in a particular
industry or company. The yield on a common stock is not contractually
determined. Equity securities are subject to financial risks relating to the
earning stability and overall financial soundness of an issue. They are also
subject to market risks relating to the effect of general changes in the
securities market on the price of a security.

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account GIS permit it to:

1. invest up to 5% of its assets in the securities of any one issuer
(exclusive of securities issued or guaranteed by the United States
government, its agencies or instrumentalities);

2. borrow from banks in amounts of up to 5% of its assets, but only
for emergency purposes;

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<PAGE> 72
3. purchase interests in real estate represented by securities for
which there is an established market;

4. make loans through the acquisition of a portion of a privately
placed issue of bonds, debentures or other evidences of
indebtedness of a type customarily purchased by institutional
investors;

5. acquire up to 10% of the voting securities of any one issuer (it
is the present practice of Account GIS not to exceed 5% of the
voting securities of any one issuer);

6. make purchases on margin in the form of short-term credits which
are necessary for the clearance of transactions; and place up to
5% of its net asset value in total margin deposits for positions
in futures contracts; and

7. invest up to 5% of its assets in restricted securities (securities
which may not be publicly offered without registration under the
Securities Act of 1933).

THE TRAVELERS QUALITY BOND ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT QB)

INVESTMENT OBJECTIVE

The basic investment objective of Account QB is the selection of
investments from the point of view of an investor concerned primarily with
current income, moderate capital volatility and total return.

It is contemplated that the assets of Account QB will be invested in
money market obligations, including, but not limited to, Treasury bills,
repurchase agreements, commercial paper, bank certificates of deposit and
bankers' acceptances, and in publicly traded debt securities, including bonds,
notes, debentures, equipment trust certificates and short-term instruments.
These securities may carry certain equity features such as conversion or
exchange rights or warrants for the acquisition of stocks of the same or
different issuer, or participations based on revenues, sales or profits. It is
currently anticipated that the market value-weighted average maturity of the
portfolio will not exceed five years. (In the case of mortgage-backed
securities, the estimated average life of cash flows will be used instead of
average maturity.) Investment in longer term obligations may be made if the
Board of Managers concludes that the investment yields justify a longer term
commitment. The investments of Account QB will not be concentrated in any one
industry; that is, no more than twenty-five percent (25%) of the value of
Account QB's assets will be invested in any one industry.

The portfolio will be actively managed and investments may be sold
prior to maturity to the extent that this action is considered advantageous in
light of factors such as market conditions or brokerage costs. While the
investments of Account QB are generally not listed securities, there are firms
which make markets in the type of debt instruments that Account QB holds. No
problems of salability are anticipated with regard to the investments of
Account QB.

Account QB may from time to time purchase new-issue government or
agency securities on a "when-issued" or "to-be-announced" ("TBA") basis
("when-issued securities"). The prices of such securities will be fixed at the
time the commitment to purchase is made, and may be expressed in either dollar
price or yield maintenance terms. Delivery and payment may be at a future date
beyond customary settlement time. It is the customary practice of Account QB
to make when-issued or TBA purchases for settlement no more than 90 days beyond
the commitment date.

The commitment to purchase when-issued securities may be viewed as a
senior security, and will be marked to market and reflected in Account QB's
Accumulation Unit Value daily from the commitment date. While it is TAMIC's
intention to take physical delivery of these securities, offsetting
transactions may be made prior to settlement, if it is advantageous to do so.
Account QB does not make payment or begin to accrue interest on these
securities until settlement date. In order to invest its assets pending
settlement, Account QB will normally

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<PAGE> 73
invest in short-term money market instruments and other securities maturing no
later than the scheduled settlement date.

Account QB does not intend to purchase when-issued securities for
speculative or "leverage" purposes. Consistent with Section 18 of the 1940 Act
and the General Policy Statement of the SEC thereunder, when Account QB commits
to purchase a when-issued security, it will identify and place in a segregated
account high grade money market instruments and other liquid securities equal
in value to the purchase cost of the when-issued securities.

TAMIC believes that purchasing securities in this manner will be
advantageous to Account QB. However, this practice does entail certain risks,
namely the default of the counterparty on its obligation to deliver the
security as scheduled. In this event, Account QB would endure a loss (gain)
equal to the price appreciation (depreciation) in value from the commitment
date. TAMIC employs a rigorous credit quality procedure in determining the
counterparties with which it will deal in when-issued securities and, in some
circumstances, will require the counterparty to post cash or some other form of
security as margin to protect the value of its delivery obligation pending
settlement.

Account QB may also purchase and sell interest rate futures contracts
to hedge against changes in interest rates that might otherwise have an adverse
effect upon the value of Account QB's securities. Hedging by use of interest
rate futures seeks to establish, with more certainty than would otherwise be
possible, the effective rate of return on portfolio securities. When hedging
is successful, any depreciation in the value of portfolio securities will
substantially be offset by appreciation in the value of the futures position.
Conversely, any appreciation in the value of the portfolio securities will
substantially be offset by depreciation in the value of the futures position.

Account QB will not purchase or sell futures contracts for which the
aggregate initial margin exceeds five percent (5%) of the fair market value of
its assets, after taking into account unrealized profits and losses on any such
contracts which it has entered into. At no time will Account QB's transactions
in futures contracts be employed for speculative purposes. When a futures
contract is purchased, Account QB will set aside, in an identifiable manner, an
amount of cash and cash equivalents equal to the total market value of the
futures contract, less the amount of the initial margin.

All interest rate futures contracts will be traded on exchanges that
are licensed and regulated by the Commodity Futures Trading Commission
("CFTC"). To ensure that its futures transactions meet CFTC standards, Account
QB will enter into futures contracts for hedging purposes only (i.e., for the
purposes or with the intent specified in CFTC regulations and interpretations,
subject to the requirements of the SEC). For a more detailed discussion of
financial futures contracts and associated risks, please see the SAI.

The Board of Managers will weigh considerations of risks, yield and
ratings in implementing Account QB's fundamental investment policies. There
are no specific criteria with regard to quality or ratings of the investments
of Account QB, but it is anticipated that they will be of investment grade or
its equivalent as determined in good faith by the Board of Managers. There may
or may not be more risk in investing in debt instruments where there are no
specific criteria with regard to quality or ratings of the investments.

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account QB permit it to:

1. invest up to 15% of the value of its assets in the securities of
any one issuer (exclusive of obligations of the United States
government and its instrumentalities, for which there is no
limit);

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<PAGE> 74
2. borrow from banks in amounts of up to 5% of its assets, but only
for emergency purposes;

3. purchase interests in real estate represented by securities for
which there is an established market;

4. make loans through the acquisition of a portion of a privately
placed issue of bonds, debentures or other evidences of
indebtedness of a type customarily purchased by institutional
investors;

5. acquire up to 10% of the voting securities of any one issuer (it
is the present practice of Account QB not to exceed 5% of the
voting securities of any one issuer); and

6. make purchases on margin in the form of short-term credits which
are necessary for the clearance of transactions; and place up to
5% of its net asset value in total margin deposits for positions
in futures contracts.

VOTING RIGHTS

Owners of the Variable Annuity contracts participating in Accounts GIS
and QB will be entitled to vote at their meetings on (i) any change in the
fundamental investment policies of or other policies related to the accounts
requiring the Owners' approval; (ii) amendment of the investment advisory
agreements; (iii) election of the members of the Board of Managers of the
accounts; (iv) ratification of the selection of an independent public
accountant for the accounts; (v) any other matters which, in the future, under
the 1940 Act require the Owners' approval; and (vi) any other business which
may properly come before the meeting.

The number of votes which an Owner or a Participant may cast,
including fractional votes, shall be determined as of the date to be chosen by
the Board of Managers within 75 days of the date of the meeting, and at least
20 days' written notice of the meeting will be given.

The number of votes which an Owner may cast in the accumulation period
is equal to the number of Accumulation Units credited to the account under the
contract. During the annuity period, the Owner may cast the number of votes
equal to (i) the reserve related to the contract divided by (ii) the value of
an Accumulation Unit. During the annuity period, a Participant's voting rights
will decline as the reserve for the contract declines. Accounts GIS and QB are
also used to fund certain other Variable Annuity contracts; votes attributable
to such other annuities are computed in an analogous manner.

The Participant's voting rights are set forth in the plan and the
plans are qualified under Section 401(a) or 403(b) of the Code (Pension and
Profit-Sharing). The Company will provide proxy materials to the Owner or will
mail such materials directly to the Participants if requested by the Owner.

Upon the death of the Participant, all voting rights will vest in the
beneficiary of the Variable Annuity contract.

MANAGEMENT

The investments and administration of Accounts GIS and QB are under
the direction of the Board of Managers. Subject to the authority of the Board
of Managers, The Travelers Investment Management Company ("TIMCO") and
Travelers Asset Management International Corporation ("TAMIC") furnish
investment management and advisory services to Account GIS and Account QB,
respectively. Additionally, the Board of Managers for each managed Separate
Account annually selects an independent public accountant, reviews the terms of
the management and investment advisory agreements, recommends any changes in
the fundamental investment policies (and submits any such changes to Contract
Owners at the annual meeting), and takes any other actions necessary in
connection with the operation and management of the managed Separate Accounts.

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<PAGE> 75
of Travelers Group Inc., is located at One Tower Square, Hartford, Connecticut
06183. In addition to providing investment advice to Account GIS, TIMCO acts
as investment adviser and subadviser for other investment companies used to
fund variable annuity and variable life insurance products, as well as for
individual and pooled pension and profit-sharing accounts, and affiliated
companies of the Company.

TAMIC, an indirect wholly owned subsidiary of Travelers Group Inc., is
a registered investment adviser which has provided investment advisory services
since its incorporation in 1978. TAMIC's principal offices are located at One
Tower Square, Hartford, Connecticut 06183. In addition to providing investment
advice to Account QB, TAMIC acts as investment adviser for other investment
companies used to fund variable annuity and variable life insurance products
offered by the Company and its affiliates, as well as for individual and pooled
pension and profit-sharing accounts, and domestic investment companies
affiliated with The Travelers, and nonaffiliated companies.

CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PURCHASE PAYMENTS

Prior to the sales charge deduction from the first Purchase Payments
in a Contract Year, an annual administrative charge is deducted. (See "Annual
Contract Charge,") A sales charge equal to 2% (2.04% of the amount invested)
of the gross Purchase Payment is deducted from the Purchase Payments. The
sales charge will be reduced by 2% (a maximum dollar amount of $1.00) of any
applicable annual contract charge. Maximum and minimum payments which may be
made on behalf of any Participant are set forth under the terms of each plan,
and in accordance with the administrative rules of the Company.

An Owner of a group Variable Annuity issued prior to the date of this
Prospectus, and any Owner of an individual Variable Annuity funded in either
Account GIS or Account QB, may exchange their old Variable Annuity for a
Variable Annuity described in this Prospectus, provided the Owner is otherwise
eligible for the purchase. The exchange will be executed at net asset value
(i.e., with no sales or transfer charges).

An Owner of a Flexible Premium Annuity Contract issued by the Company
may transfer the Cash Surrender Value accumulated and available to the Owner
under that contract to a Variable Annuity contract described in this
Prospectus, provided the Owner is otherwise eligible.

If a surrender charge under the Flexible Premium Annuity Contract is
applicable to the Cash Value transferred, neither the sales charge normally
applicable under the contract described in this Prospectus nor any transfer
charge will be applied. If no surrender charge is applicable under the
Flexible Premium Annuity Contract, there will be no transfer charge, but the
sales charge normally applicable under the contract described in this
Prospectus will be applied.

PREMIUM TAX

Certain state and local governments impose premium taxes. These taxes
currently range from 0.5% to 5.0% depending upon jurisdiction. The Company, in
its sole discretion and in compliance with any applicable state law, will
determine the method used to recover premium tax expenses incurred. 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.

ANNUAL CONTRACT CHARGE

There is a $50 annual contract charge assessed against each group
contract. The annual contract charge will be deducted from the first gross
Purchase Payment made in each Contract Year. If no gross Purchase Payment is
made in a Contract Year, there is no annual contract charge for that year. The
annual contract charge is set at a level no higher than the actual cost of
administrative expenses.

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<PAGE> 76
INVESTMENT ADVISORY FEES

TIMCO and TAMIC furnish investment management and advisory services to
Account GIS and Account QB, respectively, according to the terms of written
agreements. TIMCO receives an amount equivalent on an annual basis to 0.45% of
the average daily net assets of Account GIS. TAMIC receives an amount
equivalent on an annual basis to 0.3233% of the average daily net assets of
Account QB.

MORTALITY AND EXPENSE RISKS

While Annuity Payments will reflect the investment performance of the
Separate Accounts, they will not be affected by changes in actual mortality
experience nor will they be affected by any excess in the Company expenses over
expense deductions provided for in the contract.

The Company is assuming the risk that deductions provided for in the
Variable Annuity contract for sales and administrative expenses and the minimum
death benefit prior to retirement may be insufficient to cover the actual cost
of such items.

The mortality risk assumed by the Company under the Variable Annuity
contract arises from the Company's obligation to continue to make monthly
Annuity Payments, determined in accordance with the annuity tables and other
provisions contained in the contract, to each Annuitant regardless of how long
he or she lives and regardless of how long all Annuitants as a group live.
This assures an Annuitant that neither his own longevity nor an improvement in
life expectancy generally will have any adverse effect on the monthly Annuity
Payments he or she will receive under the contract, and relieves the Annuitant
from the risk that he or she will outlive the funds which have been accumulated
for retirement.

For assuming these risks, the Company makes a charge of 1.0017% on an
annual basis of the value of the Separate Account, which charge consists of
0.8500% for mortality risks and 0.1517% for expense risks. If this charge is
insufficient to cover the actual cost of these mortality and expense risks, the
loss will fall on the Company. Conversely, if the charge proves more than
sufficient, any excess will be profit to the Company. All deductions and
annuity rates are subject to modification with respect to Contributions made on
behalf of a Participant in any one year in excess of double the first year's
Contribution, and, in the case of deductions for investment advisory services,
subject to approval of a modification of the investment advisory agreement by
Owners casting a majority of the votes entitled to be cast.

CHANGE OF CONTRACT

The Company may, at any time, make any changes in the contract,
including retroactive changes, to the extent that the change is required to
meet the requirements of any federal law or regulation to which the Company is
subject.

Except as provided in the paragraph immediately above, no change may
be made in the contract before the fifth anniversary of the Contract Date, and
in no event will changes be made with respect to payments being made by the
Company under any Annuity Option which has commenced prior to the date of
change. On and after the fifth anniversary of the Contract Date, the Company
reserves the right to change the deductions from Premium Payments, the
Termination Amount (see "Termination by the Company and Termination Amount."),
the calculation of the net investment rate and the Unit Value, and the Annuity
Tables. Any change in the annuity tables will be applicable only to premiums
received under the contract after the change. The ability to make such change
lessens the value of mortality and expense guarantees. Other changes
(including changes to the annual contract charge) may be applicable either to
all Owner's Accounts and Individual Accounts under the contract, to only the
Owner's Accounts and Individual Accounts established after the change, or to
only premiums received under the contract after the date of change as the
Company declares at the time of change. The Company will give notice to the
Owner at least 90 days before the date the change is to take effect.

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<PAGE> 77
THE VARIABLE ANNUITIES

The group Variable Annuities described in this Prospectus are both
insurance products and securities. As insurance products, they are subject to
the insurance laws and regulations of each state. The underlying product is an
annuity under which Purchase Payments are paid to the Company and credited to
the Owner's contract to accumulate until retirement.

The following brief description of the key features of the Variable
Annuity is subject to the specific terms of the contract itself. Reference
should also be made to the Special Terms.

GENERAL BENEFIT DESCRIPTION

Under the Automatic Option, the Company will automatically begin
paying Annuity Payments to the Owner or Participant, as provided in the plan,
on the Participant's Annuity Commencement Date, if the Participant is then
living. (See "Automatic Option.") The Owner or the Participant, as provided in
the plan, may choose instead a number of alternative arrangements for benefit
payments. If the Participant dies before a payout begins, the Company will pay
to the Owner or beneficiary, as provided in the plan, the Participant's
Interest. The Participant's Interest will be considered the Cash Value of the
Participant's Individual Account unless the Company is otherwise instructed by
the Owner.

TERMINATION BY THE COMPANY AND TERMINATION AMOUNT

No Purchase Payments after the first are required to keep the contract
in effect. However, if the Cash Value in a Participant's Individual Account is
less than $500 and no payment has been applied to the Participant's Individual
Account for at least three years, the Company reserves the right to terminate
the Participant's Individual Account and move the Cash Value of that
Participant's Individual Account to the Owner's Account. If the plan does not
allow for this movement to the Owner's Account, the Company will pay the Cash
Value, adjusted for any applicable premium tax, to the Owner, or to that
Participant at the direction of the Owner.

The Company reserves the right to terminate the contract on any Valuation Date
if there is no Cash Value in any Participant's Individual Account and if the
Cash Value of the Owner's Account, if any, is less than $500 and no payment has
been made for at least three years. If the contract is terminated, the Company
will pay to the Owner the Cash Value of the Owner's Account, if any, adjusted
for any applicable premium tax.

Termination will not occur until 31 days after the Company has mailed notice of
termination to the Owner or the Participant, as provided in the plan, at the
last known address and to any assignee of record.

BENEFIT IN THE EVENT OF TERMINATION OF A PARTICIPANT, THE PLAN OR THE CONTRACT

In the event that, prior to the Annuity Commencement Date, the
Participant terminates participation in the plan, the plan is terminated, or
the contract is terminated, the Owner or that Participant, as provided in the
plan with respect to that Participant's Interest, may elect:

(a) if that Participant is at least 50 years of age, to have that
Participant's Interest applied to provide an Annuity or Income
Payment;

(b) if the contract is continued, to have that Participant's Interest
applied to continue as a paid-up deferred annuity for that
Participant;

(d) to apply that Participant's Interest under the group contract, on
the basis set forth by the Company at the time of the exchange
with the same Separate Accounts as are available under the group
contract; or

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<PAGE> 78
(e) if that Participant becomes a Participant under another group
contract of the same type which is in force with the Company, to
transfer that Participant's Interest to that group contract.

If the contract is continued, any Cash Value to which a terminating
Participant is not entitled under the plan will be moved to the Owner's
Account. If the contract is terminated, the Owner will receive the Cash Value
of the Owner's Account.

AUTOMATIC BENEFIT--In the event of termination, unless otherwise
provided in the plan, a Participant's Interest will (1) if the contract is
continued, be applied to continue as a paid-up deferred annuity in accordance
with option (b), or (2) if the contract is terminated, be paid in cash to the
Owner or that Participant as provided in the plan, in accordance with option
(c).

ANNUITY PAYMENTS--Termination of this contract or the plan will not
affect payments being made under any Annuity Option which has commenced prior
to the date of termination.

SUSPENSION OF PAYMENTS

If a national stock exchange is closed (except for holidays or
weekends), or trading is restricted due to an existing emergency as defined by
the SEC so that disposal of the Separate Account's investments or determination
of its net asset value is not reasonably practicable, or the SEC has ordered
that the right of redemption (surrender) be suspended for the protection of
Contract Owners, the Company may postpone all procedures (including making
Annuity Payments) which require valuation of Separate Accounts until the stock
exchange is reopened and trading is no longer restricted.

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, the Company will furnish a
report which will show the number of Accumulation Units credited to the
contract in each Investment Alternative and the corresponding Accumulation Unit
Value as of the date of the report. The Company will keep all records required
under federal or state laws.

FEDERAL AND STATE INCOME TAX WITHHOLDING

The federal tax law requires income tax withholding on distributions
from pension plans and annuity contracts, unless the Owner, Participant or
beneficiary elects not to have withholding apply. Some states also require
withholding from pension and annuity payments unless the Owner, Participant or
beneficiary elects not to have withholding apply. (For further information on
federal withholding, see "Federal Income Tax Withholding.")

ACCUMULATION PROVISIONS

APPLICATION OF PURCHASE PAYMENTS

The initial Purchase Payment is due and payable before the contract becomes
effective. Each Purchase Payment is payable at the Company's Home Office.

Each Purchase Payment will be applied by the Company to provide Accumulation
Units to the credit of an Owner's Account or an Individual Account, as directed
by or provided for in the plan. If the application for the contract is in good
order, the Company will apply the initial Purchase Payment within two business
days of receipt of the Purchase Payment in the mail at the Company's Home
Office. If the application is not in good order, the Company will attempt to
get it in good order within five business days. If it is not complete at the
end of this period, the Company will inform the applicant of the reason for the
delay and that the Purchase Payment will be returned immediately unless the
applicant specifically consents to the Company keeping the Purchase Payment
until the application is complete. Once the application is complete, the
Purchase Payment will be applied within two business days. All Purchase
Payments will initially be applied to the Owner's Account. Distributions to
Individual Accounts will be allowed in accordance with the terms of
"Distribution from One Account to Another Account."

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NUMBER OF ACCUMULATION UNITS

The number of Accumulation Units to be credited to an Owner's Account
or an Individual Account in each Investment Alternative upon payment of a
Purchase Payment will be determined by dividing the Purchase Payment applied to
the Investment Alternative by the current Accumulation Unit Value of that
Investment Alternative.

ACCUMULATION UNIT VALUE

The dollar value of an Accumulation Unit for each Investment
Alternative was established at $1.00 at its inception. The value of an
Accumulation Unit on any Valuation Date is determined by multiplying the value
on the immediately preceding Valuation Date by the net investment factor for
the Valuation Period just ended. The value of an Accumulation Unit on any date
other than a Valuation Date will be equal to its value as of the next
succeeding Valuation Date. The value of an Accumulation Unit may increase or
decrease.

NET INVESTMENT RATE AND NET INVESTMENT FACTOR

Each Separate Account's net investment rate for any Valuation Period
is equal to the gross investment rate for that Separate Account less a
deduction of 0.0000363 for Account QB, and 0.0000398 for Account GIS for each
day in the Valuation Period. The gross investment rate for the Valuation
Period is equal to (i) the investment income and capital gains and losses,
whether realized or unrealized, on the assets of the Separate Account less a
deduction for any applicable taxes, including income taxes arising from income
and realized and unrealized capital gains of the Separate Account, divided by
(ii) the amount of the assets at the beginning of the Valuation Period.

At the present time, no federal taxes are deducted from the Separate
Accounts. (See "Federal Tax Considerations.") The gross investment rate for a
Separate Account may be either positive or negative.

The net investment factor for a Separate Account for any Valuation
Period is the sum of 1.000000 plus the net investment rate.

CASH VALUE

The Cash Value of an Owner's Account or an Individual Account on any
date will be equal to the sum of the accumulated values in the Separate
Accounts credited to that Owner's Account or Individual Account. The
accumulated value in a Separate Account is equal to the number of Accumulation
Units credited to an Owner's Account or an Individual Account in that Separate
Account, multiplied by the Accumulation Unit Value for that Separate Account.

CASH SURRENDER (REDEMPTION) OR WITHDRAWAL VALUE

Before the due date of a Participant's first Annuity Payment, upon
receipt of a written request in proper form (including the appropriate
countersignature of a Travelers agent), the Company will pay all or any portion
of that Participant's Interest, adjusted for any applicable premium tax, to the
Owner or the Participant, as provided in the plan. The Owner's Account may be
surrendered for cash as provided in the plan without the consent of any
Participant. The Company may defer payment of any Cash Surrender Value for a
period of not more than seven days after the request in proper form is received
in the mail at the Company's Home Office, but it is its intent to pay as soon
as possible.

The Cash Value may be more or less than the Purchase Payments paid
depending on the value of the contract at the time of surrender. (For the
federal income tax consequences of surrenders, see "Federal Tax
Considerations.")

The Cash Surrender Value of an Account is equal to the Cash Value less
any applicable surrender charge or premium taxes incurred. (See "Surrender
Charge.")

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SURRENDER CHARGE

If the Owner terminates an account, in whole or in part, while the
contract remains in force, and the Cash Value of the terminated account is
either to be paid in cash to the Owner or a Participant or to be transferred to
any other funding vehicle, a surrender charge of 2% of any Cash Value
surrendered during the first five contract years will be deducted from the
terminating account. There is no surrender charge after the fifth contract
year. A surrender charge will not be assessed if the Cash Value is payable
under the terms of the Plan as a retirement benefit effected no earlier than
five years prior to the Participant's normal retirement date, or as a death or
disability benefit. The surrender charge will reimburse the Company only for
its actual administrative costs in establishing group contracts.

The use of a percentage surrender charge weighs disproportionately
upon Participants with large dollar amounts in their accounts, and who
surrender Cash Value during the first five contract years.

REINVESTMENT PRIVILEGE

If an Owner or a Participant has surrendered his or her account, in
whole or in part, in anticipation of investing in another tax-qualified
investment medium, and has not previously exercised a reinvestment privilege as
to any Separate Accounts described in this Prospectus, he or she may, if the
proceeds have not lost their tax-qualified status under the Code, reinvest the
proceeds in the Separate Accounts. Amounts will be reinvested at the
Accumulation Unit Value (without a sales charge) next calculated after the
payment is received in the mail by the Company. The reinvestment must be made
within 30 days after the date of the redemption. Before an Owner or a
Participant surrenders his or her account, in whole or in part, he or she
should consult his or her tax adviser to be sure that the proceeds will retain
their tax-qualified status.

TRANSFER BETWEEN SEPARATE ACCOUNTS

At any time up to 30 days before the due date of a Participant's first
Annuity Payment, upon written request to the Company by the Owner or the
Participant, as provided in the plan, all or any part of the Cash Value in an
Individual Account may be transferred from one Separate Account to any other
Separate Account described in this Prospectus. The Company reserves the right
to limit the number of transfers between Separate Accounts, but will not limit
transfers in an Owner's Account or an Individual Account to less than one in
any six-month period. The number of Accumulation Units credited to the
Separate Account from which the transfer is made will be reduced. The
reduction will be determined by dividing the amount transferred by the
Accumulation Unit Value for that Separate Account as of the next valuation
after the Company receives the request in the mail at its Home Office. The
number of Accumulation Units credited to the Separate Account from which the
transfer is made will be increased. The increase will be determined by
dividing the amount transferred, less the Separate Account transfer charge, if
any, by the Accumulation Unit Value for that Separate Account as of the next
valuation after the Company receives the written request from the Owner or the
Participant, as provided in the plan, at its Home Office. There is currently
no Separate Account transfer charge. Once a Participant's Annuity Payments
begin, no further transfers in the Participant's Individual Account may be made
between the Separate Accounts.

DISTRIBUTION FROM ONE ACCOUNT TO ANOTHER ACCOUNT

The Owner may, as provided in the plan, distribute Cash Value from the
Owner's Account to one or more Individual Accounts. There is currently no
account distribution charge.

No distribution will be allowed between Individual Accounts.

The Owner may, as required and provided in the plan, move Cash Value
from any or all Individual Accounts to the Owner's Account without a charge.

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PAYOUT PROVISIONS

GENERAL

Annuity Payments for a particular Participant will ordinarily begin on
that Participant's Annuity Commencement Date as stated in the Participant's
Certificate. However, a later Annuity Commencement Date may be elected. This
Annuity Commencement Date must be before the Participant's 70th birthday,
unless the Company consents to a later date. Federal income tax law requires
that the Annuitant commence certain minimum distribution payments from pension
and profit-sharing plans after the Participant reaches the age of 70 1/2, and
that certain patterns of payment be commenced or continued after the death of
the Annuitant. A number of payout options are available (see "Annuity Options"
and "Income Options.").

SEPARATE ACCOUNT ALLOCATION

When Annuity Payments commence, the accumulated value in each Separate
Account will be applied to provide an Annuitant with the amount of Annuity
Payments varying with the investment experience of that same Separate Account.
As described in "Transfer Between Separate Accounts," Cash Value may be
transferred from one Separate Account to another in order to reallocate the
basis on which Annuity Payments will be determined.

DETERMINATION OF FIRST PAYMENT

The contract contains tables used to determine the first monthly
Annuity Payment. The amount applied to effect an annuity will be the Cash
Value of the contract as of 14 days before the date Annuity Payments commence
less any applicable premium taxes not previously deducted.

The amount of the first monthly payment depends on the Annuity Option
elected (see "Automatic Option") and the adjusted age of the Participant. A
formula for determining the adjusted age is contained in the contract. The
tables are determined from the Progressive Annuity Table assuming births in the
year 1900 and an assumed annual net investment rate of 3.5%. The total first
monthly Annuity Payment is determined by multiplying the benefit per $1,000 of
value shown in the tables of the contract by the number of thousands of dollars
of value of the contract applied to that Annuity Option. The Company reserves
the right to require proof of age before Annuity Payments begin.

ANNUITY UNIT VALUE

The dollar value of an Annuity Unit for each Investment Alternative
was established at $1.00 at inception. The value of an Annuity Unit as of any
Valuation Date is determined 14 days in advance in order to allow adequate time
for the required calculations and mailing of annuity checks in advance of their
due dates. (If the date 14 days in advance is not a Valuation Date, the
calculation is made on the next following Valuation Date, which would generally
be 13 or 12 days in advance.)

Specifically, the Annuity Unit Value for an Investment Alternative as
of a Valuation Date is equal to (a) the value of the Annuity Unit on the
immediately preceding Valuation Date multiplied by (b) the net investment
factor for the Valuation Period ending on or next following 14 days prior to
the current Valuation Date, 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 3.5% for a Valuation Period
of one day is 1.0000942 and, for a period of two days, is 1.0000942 x
1.0000942.)

The value of an Annuity Unit as of any date other than a Valuation
Date is equal to its value on the next succeeding Valuation Date.

NUMBER OF ANNUITY UNITS

The number of Annuity Units credited to the contract is determined by
dividing the first monthly Annuity Payment attributable to each Investment
Alternative by the Investment Alternative's Annuity Unit Value as of the due
date of the first Annuity Payment. The number of Annuity Units remains fixed
during the annuity period.

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DETERMINATION OF SECOND AND SUBSEQUENT PAYMENTS

The dollar amount of the second and subsequent Annuity Payments is not
predetermined and may change from month to month based on the investment
experience of the applicable Investment Alternative. The actual amounts of
these payments are determined by multiplying the number of Annuity Units
credited to the contract in each Investment Alternative by the corresponding
Annuity Unit Value as of the date on which payment is due. The interest rate
assumed in the annuity tables would produce a level Annuity Unit Value and,
therefore, level Annuity Payments if the net investment rate remained constant
at the assumed rate. In fact, payments will vary up or down as the net
investment rate varies up or down from the assumed rate, and there can be no
assurance that a net investment rate will be as high as the assumed rate.

ANNUITY OPTIONS

Subject to conditions described in "Election of Options" and the plan,
all or any part of a Participant's Interest otherwise payable in one sum to the
Owner or that Participant on that Participant's Annuity Commencement Date or
prior Cash Surrender of an Individual Account, or amounts payable in one sum to
the beneficiary upon the death of that Participant, may be paid under one or
more of the Annuity Options described below.

AUTOMATIC OPTION--Unless otherwise specified in the plan and if no
election has been made, and if the Participant is living and has a spouse, the
Company will, on that Participant's Annuity Commencement Date, pay to the
Participant the first of a series of Annuity Payments based on the life of the
Participant as the primary payee and the Participant's spouse in accordance
with Option 5. If the Participant is living and no election has been made and
the Participant has no spouse, the Company will, on the Annuity Commencement
Date, pay to the Participant the first of a series of Annuity Payments based on
the life of the Participant, in accordance with Option 2 with 120 monthly
payments assured.

OPTION 1--LIFE ANNUITY--NO REFUND: The Company will make monthly
Annuity Payments during the lifetime of the person on whose life the payments
are based, terminating with the last monthly payment preceding death. This
option offers the maximum monthly payment preceding death since there is no
assurance of a minimum number of payments or provision for a death benefit for
beneficiaries. It would be possible under this option to receive only one
Annuity Payment if the Annuitant died before the due date of the second Annuity
Payment, only two if the Annuitant died before the third Annuity Payment, etc.

OPTION 2--LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS ASSURED:
The Company will make monthly Annuity Payments during the lifetime of the
person on whose life payments are based, 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 designated. The beneficiary may instead receive a
single sum settlement equal to the discounted value of the future payments with
the interest rate equivalent to the assumption originally used when the annuity
began.

OPTION 3--UNIT REFUND LIFE ANNUITY: The Company will make monthly
Annuity Payments during the lifetime of the person on whose life payments are
based, terminating with the last payment due before the death of that person,
provided that, at death, the beneficiary will receive in one sum the current
dollar value of the number of Annuity Units equal to (a) minus (b) (if that
difference is positive) where (a) is the total amount applied under the option
divided by the Annuity Unit Value on the due date of the first Annuity Payment,
and (b) is the product of the number of the Annuity Units represented by each
payment and the number of payments made.

OPTION 4--JOINT AND LAST SURVIVOR LIFE ANNUITY--NO REFUND: The
Company will make monthly 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. It would be possible under this option to receive only one Annuity
Payment if both Annuitants died before the due date of the second Annuity
Payment, only two if they died before the third Annuity Payment, etc.

OPTION 5 -- JOINT AND LAST SURVIVOR LIFE ANNUITY--ANNUITY REDUCES ON
DEATH OF PRIMARY PAYEE: The Company will make monthly Annuity Payments during
the lifetime of the two persons

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<PAGE> 83
on whose lives payments are based. One of the two persons will be designated
as the primary payee. The other will be designated as the secondary payee. On
the death of the secondary payee, if survived by the primary payee, the Company
will continue to make monthly Annuity Payments to the primary payee in the same
amount that would have been payable during the joint lifetime of the two
persons. On the death of the primary payee, if survived by the secondary
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
following the death of the survivor.

OPTION 6 -- OTHER ANNUITY OPTIONS: The Company will make any other
arrangements for Annuity Payments as may be mutually agreed upon.

INCOME OPTIONS

Instead of the Annuity Options described above, and subject to the
conditions described under "Election of Options," and the plan, all or any part
of a Participant's Interest otherwise payable in one sum to the Owner or that
Participant on the Participant's Annuity Commencement Date or prior Cash
Surrender of an Individual Account, or amounts payable in one sum to the
beneficiary upon the death of the Participant, may be paid under one or more of
the Income Options described below.

OPTION 1--PAYMENTS OF A FIXED AMOUNT: The Company will make equal
monthly payments of the amount elected until the Cash Value applied under this
option has been exhausted. The final payment will include any amount
insufficient to make another full payment.

OPTION 2--PAYMENTS FOR A FIXED PERIOD: The Company will make monthly
payments for the number of years selected. The amount of each payment will be
equal to the remaining Cash Value applied under this option divided by the
number of remaining payments.

OPTION 3--INVESTMENT INCOME: The Company will make monthly payments
during the lifetime of the primary payee, or for the period agreed on. The
amount payable will be equal to the excess, if any, of the Cash Value under
this option over the amount applied under this option. No payment will be made
if the Cash Value is less than the amount applied, and it is possible that no
payments would be made for a period of time. Payments under this option are
not considered to be Annuity Payments and are taxable in full as ordinary
income. This Option will generally be inappropriate under federal tax law for
periods that exceed the Participant's attainment of age 70 1/2.

The Cash Value used to determine the amount of any Income Payment will
be calculated as of 14 days before the date an Income Payment is due and will
be determined on the same basis as the Cash Value of the contract, including
the deduction for mortality risks. Income Options differ from Annuity Options
in that the amount of the payments made under Income Options are unrelated to
the length of life of any person. Although the Company continues to deduct the
charge for mortality and expense risks, it assumes no mortality risks for
amounts applied under any Income Option. Moreover, except with respect to
lifetime payments of investment income under Income Option 3, payments are
unrelated to the actual life span of any person. Thus, the Annuitant may
outlive the payment period.

While Income Options do not directly involve mortality risks for the
Company, a Contract Owner may elect to apply the remaining Cash Value to
provide an Annuity at the guaranteed rates even though Income Payments have
been received under an Income Option. Before an Owner or the Participant, as
provided in the plan, makes any Income Option election, he or she should
consult a tax adviser as to any adverse tax consequences the election might
have.

ELECTION OF OPTIONS

Election of an option must be made in writing in a form satisfactory
to the Company. Any election made during the lifetime of the Participant must
be made by the Owner or the Participant, as provided in the plan. The terms of
the options elected by some Participants or beneficiaries may be restricted to
meet the requirements of Section 401(a)(9) of the Internal Revenue Code. If,
at the death of a Participant, there is no election in effect

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for that Participant, election of an option must be made by the beneficiary
entitled to any death benefit payable in one sum under the contract. The
minimum amount that can be placed under an Annuity or Income Option will be
$2,000 unless the Company consents to a lesser amount. If any monthly periodic
payment due any payee is less than $20, the Company reserves the right to make
payments at less frequent intervals.

FEDERAL TAX CONSIDERATIONS

GENERAL

The Company is taxed as a life insurance company under Subchapter L of
the Code. The Separate Accounts that form the investment alternatives
described herein are treated as part of the total operations of the Company and
are not taxed separately. Investment income and gains of a Separate Account
that are credited to a purchaser's contract of insurance incur no current
federal income tax. Generally, amounts credited to a contract are not taxable
until received by the Owner, participant or beneficiary, either in the form of
Annuity Payments or other distributions. Tax consequences and limits are
described further below for each annuity program.

QUALIFIED PENSION AND PROFIT-SHARING PLANS

Under a qualified pension or profit-sharing trust described in Section
401(a) of the Code and exempt from tax under Section 501(a) of the Code,
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 in the form of Annuity or Income Payments are taxable to
the Participant or beneficiary as ordinary income in the year of receipt. Any
distribution that is considered the Participant's "investment in the contract"
is treated as a return of capital and is not taxable. Payments under Income
Option 3 are taxable in full. Certain lump-sum distributions described in
Section 402 of the Code may be eligible for special ten-year forward averaging
treatment for individuals born before January 1, 1936. All individuals may be
eligible for favorable five-year forward averaging of lump-sum distributions.
Certain eligible rollover distributions including most partial and full
surrenders or term-for-years distributions of less than 10 years are eligible
for direct rollover to an eligible retirement plan or to an IRA without federal
income tax withholding.

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

FEDERAL INCOME TAX WITHHOLDING

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

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

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

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

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

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

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

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

The portion of a periodic distribution which constitutes taxable
income will be subject to federal income tax withholding under the
wage withholding tables as if the recipient were married claiming
three exemptions. A recipient may elect not to have income taxes
withheld or have income taxes withheld at a different rate by
providing a completed election form. Election forms will be
provided at the time distributions are requested. This form of
withholding applies to all annuity programs. As of January 1,
1997, a recipient receiving periodic payments (e.g., monthly or
annual payments under an Annuity Option) which total $______ or
less per year, will generally be exempt from the withholding
requirements.

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

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

TAX ADVICE

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

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the contracts in all jurisdictions where
the Company is licensed to do business, except Puerto Rico and the Bahamas. The
contracts may be purchased from agents who are licensed by state insurance
authorities to sell variable annuity contracts issued by the Company, and who
are also registered representatives of broker-dealers which have selling
Agreements with Tower Square Securities, Inc. ("Tower Square"). Tower Square,
whose principal business address is One Tower Square, Hartford, Connecticut,
serves as

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<PAGE> 86
the principal underwriter for the variable annuity contracts described herein.
Tower Square is a registered broker-dealer with the SEC under the Securities
Exchange Act of 1934, and is a member of the National Association of Securities
Dealers, Inc. ("NASD"). Tower Square is an affiliate of the Company and an
indirect wholly owned subsidiary of Travelers Group Inc., and serves as
principal underwriter pursuant to a Distribution and Underwriting Agreements to
which Accounts GIS and Account QB, the Company and Tower Square are parties.
No amounts have been or will be retained by Tower Square for acting as
principal underwriter for the Contracts.

Agents will be compensated for sales of the Contracts on a commission
and service fee basis. The compensation paid to said agents will not exceed 7%
of the payments made under the Contract. In addition, certain production,
persistency and managerial bonuses may be paid.

Commissions paid to broker-dealers obtaining applications for
contracts accepted by the Company bear a reasonable relationship to, and in the
aggregate are less than, the deduction for sales expense. Although commissions
on payments made during the first year of the contract may exceed the deduction
for sales expenses, the charge to the Owner is not increased.

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. An annual statement in a prescribed form must be
filed with that Commissioner on or before March 1 in each year covering the
operations of the Company for the preceding year and its financial condition on
December 31 of such year. Its 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 by the National Association of
Insurance Commissioners ("NAIC") at least once in every four years.

In addition, the Company is subject to the insurance laws and
regulations of the other states in which it is licensed to operate. Generally,
the insurance departments of the states apply the laws of the jurisdiction of
domicile in determining the field of permissible investments.

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the Separate
Accounts.

Legal matters in connection with federal laws and regulations
affecting the issue and sale of the Variable Annuity contracts described in
this Prospectus and 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 Life and Annuities Division of the Company.

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APPENDIX A

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

Description of The Travelers and the Separate Accounts

The Insurance Company

The Separate Accounts

Investment Objectives and Policies

The Travelers Growth and Income Stock Accounts for Variable
Annuities

The Travelers Quality Bond Account for Variable Annuities

Description of Certain Types of Investments and Investment Techniques
Available to the Separate Accounts

Writing Covered Call Options

Buying Put and Call Options

Futures Contracts

Money Market Instruments

Investment Management and Advisory Services

Advisory Fees

TIMCO

TAMIC

Valuation of Assets

Management

The Board of Managers

Distribution and Management Services

Securities Custodian

Independent Accountants

Financial Statements
- -----------------------------------------------------------------------------

Copies of the Statement of Additional Information dated May 1, 1997 (Form No.
L-11162S), are available without charge. To request a copy, please clip this
coupon on the dotted line above, enter your name and address in the spaces
provided below, and mail to: The Travelers Insurance Company, Annuity
Services, One Tower Square, Hartford, Connecticut 06183-5030.

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

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

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THIS PAGE INTENTIONALLY LEFT BLANK.

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THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES

AND

THE TRAVELERS QUALITY BOND ACCOUNT
FOR VARIABLE ANNUITIES

GROUP VARIABLE ANNUITY CONTRACTS

Issued By

THE TRAVELERS INSURANCE COMPANY

Pension and Profit-Sharing Programs

L-11162 TIC Ed. 5-97

Printed in U.S.A

<PAGE> 90

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

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

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

INDIVIDUAL VARIABLE ANNUITY CONTRACTS

issued by

THE TRAVELERS INSURANCE COMPANY
One Tower Square, Hartford, Connecticut 06183
Telephone: 860-422-3985

The basic purpose of the variable annuity contract described in this Prospectus
is to provide lifetime annuity payments which will vary with the investment
performance of one or more Separate Accounts. The contracts described in this
Prospectus are available for use by purchasers who previously held individual
nonqualified contracts issued by The Travelers Insurance Company ("Company")
and funded by The Travelers Fund B for Variable Contracts and/or The Travelers
Fund B-1 for Variable Contracts (Contract Numbers VG-30 and LVA-10FB) and who
exchanged such contracts in 1993 for the contracts offered by this Prospectus.
The Contracts described herein are not available for new sales, although
additional purchase payments may be made by purchasers who own existing
contracts.

The Separate Accounts available for funding the variable annuities described in
this Prospectus have different investment objectives. The basic investment
objective of The Travelers Growth and Income Stock Account for Variable
Annuities ("Account GIS") is long-term accumulation of principal through
capital appreciation and retention of net investment income. Account GIS
proposes to achieve this objective by investing in a portfolio of equity
securities, mainly common stocks. The basic investment objective of The
Travelers Quality Bond Account for Variable Annuities ("Account QB") is current
income, moderate capital volatility and total return. Account QB proposes to
achieve this objective by investing in money market instruments and publicly
traded debt securities. The Contract Owner bears the investment risk.

This Prospectus sets forth concisely the information about the Separate
Accounts that you should know before investing. Please read it and retain it
for future reference. Additional information about the Separate Accounts is
contained in a Statement of Additional Information ("SAI") dated May 1, 1997
which has been filed with the Securities and Exchange Commission ("SEC") and is
incorporated by reference into this Prospectus. A copy may be obtained,
without charge, by writing to The Travelers Insurance Company, Annuity
Services, One Tower Square, Hartford, Connecticut 06183-5030, Attention:
Manager, or by calling 860-422-3985. The Table of Contents of the SAI appears
in Appendix A of this Prospectus.

THE DATE OF THIS PROSPECTUS IS MAY 1, 1997.

<PAGE> 91
TABLE OF CONTENTS

<TABLE>
<S> <C>
GLOSSARY OF SPECIAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv

FEE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi

CONDENSED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . . . . 1
The Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INVESTMENT ALTERNATIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT GIS) . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Investment Objective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Fundamental Investment Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

THE TRAVELERS QUALITY BOND ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT QB) . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Investment Objective. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Fundamental Investment Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

CHARGES AND DEDUCTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Deductions from Purchase Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Premium Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Minimum Death Benefit and Minimum Accumulated Value Benefit Charge. . . . . . . . . . 6
Insurance Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Investment Advisory Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

THE VARIABLE ANNUITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
General Benefit Description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Termination by the Company and Termination Amount . . . . . . . . . . . . . . . . . . 8
Deferred Maturity Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Suspension of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Required Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Federal and State Income Tax Withholding. . . . . . . . . . . . . . . . . . . . . . . 8

ACCUMULATION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Application of Purchase Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Number of Accumulation Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Accumulation Unit Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Net Investment Rate and Net Investment Factor . . . . . . . . . . . . . . . . . . . . 9
Cash Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Cash Surrender (Redemption) or Withdrawal Value . . . . . . . . . . . . . . . . . . . 10
Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Minimum Accumulated Value Benefit Upon Election of an Annuity-Account QB. . . . . . . 10
Right to Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Transfer Between Separate Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . 11

PAYOUT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Separate Account Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>

i
<PAGE> 92
<TABLE>
<S> <C>
Determination of First Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Annuity Unit Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Number of Annuity Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Determination of Second and Subsequent Payments . . . . . . . . . . . . . . . . . . . 12
Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Income Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Election of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

FEDERAL TAX CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Nonqualified Annuities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Tax Advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . 16

STATE REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

LEGAL PROCEEDINGS AND OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

APPENDIX A - Contents of the Statement of Additional Information . . . . . . . . . . . . 17
</TABLE>

ii
<PAGE> 93
GLOSSARY OF SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated meanings:

ACCUMULATION UNIT: basic measure used to determine the value of a contract
before Annuity Payments begin.

ANNUITANT: the person on whose life the Variable Annuity contract is issued.

ANNUITY PAYMENTS: a series of periodic payments for life; for life with either
a minimum number of payments or a determinable sum assured; or for the joint
lifetime of the Annuitant and another person and thereafter during the lifetime
of the survivor.

ANNUITY UNIT: the basic measure used to determine the dollar amount of Annuity
Payments.

BOARD OF MANAGERS: the persons directing the investment and administration of a
managed Separate Account.

CASH SURRENDER VALUE (REDEMPTION VALUE): the amount payable to the Owner or
other payee upon termination of the contract during the lifetime of the
Annuitant.

CASH VALUE: the current value of Accumulation Units credited to the contract
less any administrative charges.

COMPANY: The Travelers Insurance Company.

COMPANY'S HOME OFFICE: the principal offices of The Travelers Insurance Company
located at One Tower Square, Hartford, Connecticut.

CONTRACT DATE: the date on which the contract, benefits, and the provisions of
the contract become effective.

CONTRACT YEARS: annual periods computed from the Contract Date.

INCOME PAYMENTS: optional forms of periodic payments made by the Company which
are not based on the life of the Annuitant.

MATURITY DATE: the date on which the first Annuity Payment is to begin.

MINIMUM ACCUMULATED VALUE BENEFIT: the minimum amount applied to effect an
Annuity with respect to amounts allocated to Account QB.

MINIMUM DEATH BENEFIT: the minimum amount payable upon the death of an
Annuitant before Annuity or Income Payments begin.

NET PURCHASE PAYMENT: the amount applied to the purchase of Accumulation Units,
which is equal to the purchase payment less deductions for sales expenses and
any applicable premium taxes.

OWNER: a person having rights to benefits under the contract during the
lifetime of the Annuitant; the owner may or may not be the Annuitant.

iii
<PAGE> 94
PURCHASE PAYMENT: a gross amount paid to the Company under a variable annuity
contract during the accumulation period.

VALUATION DATE: generally, a day on which the Separate Account is valued. A
valuation date is any day on which the New York Stock Exchange is open for
trading. The value of Accumulation Units and Annuity Units will be determined
as of the close of trading on the New York Stock Exchange.

VALUATION PERIOD: the period between the close of business on successive
Valuation Dates.

VARIABLE ANNUITY: an annuity contract which provides for accumulation and for
Annuity Payments which vary in amount in accordance with the investment
experience of a Separate Account.

There are eligibility requirements for purchasers described elsewhere in this
Prospectus. This Prospectus does not constitute a solicitation of an offer to
acquire any interest or participation in the Variable Annuity described in this
Prospectus to any person who is ineligible for purchase.

SUMMARY

INTRODUCTION
This Prospectus describes an individual flexible premium variable annuity
Contract offered by The Travelers Insurance Company (the "Company"). The
Contract is available for use by individual non-qualified purchasers who
previously held individual contracts issued by the Company and funded by The
Travelers Fund B for Variable Contracts and/or The Travelers Fund B-1 for
Variable Contracts and who exchanged such contracts in 1993 for the Contracts
offered by this Prospectus. The Contracts described herein are not available
for new sales, although additional purchase payments may be made by purchasers
who own existing Contracts. A contract may be returned within ten days of
purchase. The applicant bears the investment risk during the period. (See
"Right to Return.")

INVESTMENT ALTERNATIVES
There are two Separate Accounts currently available for funding the Variable
Annuity contracts described herein: Account GIS and Account QB. Both Accounts
are registered with the SEC as diversified open-end management investment
companies under the Investment Company Act of 1940, as amended ("1940 Act").
The basic investment objectives of these separate accounts are as follows:
Account GIS--long-term accumulation of principal through capital appreciation
and retention of net investment income; and Account QB--current income,
moderate capital volatility and total return. As is true with all investment
companies, there can be no assurance that the objectives of the Investment
Alternatives will be achieved. (For a complete discussion of the investment
objectives and policies for these funds, please refer to the Investment
Alternatives section beginning on page 1.)

RISK FACTORS
The investment experience on equity investments over a period of time will tend
to reflect levels of stock market prices and dividend payouts. Both are
affected by diverse factors, including not only business conditions and
investor confidence in the economy, but current conditions in a particular
industry or company. The yield on a common stock is not contractually
determined. Equity securities are subject to financial risks relating to the
earning stability and overall financial soundness of an issuer. They are also
subject to market risks relating to the effect of general changes in the
securities market on the price of a security.

iv
<PAGE> 95
needs of businesses for capital goods for expansion, and investor expectations
as to future inflation. The yield on a particular debt instrument is also
affected by the risk that the issuer will be unable to pay principal and
interest.

INVESTMENT ADVISORY SERVICES
The Travelers Investment Management Company ("TIMCO") furnishes investment
management and advisory services to Account GIS, and Travelers Asset Management
International Corporation ("TAMIC") furnishes such services to Account QB,
according to the terms of written agreements. TIMCO receives an amount
equivalent on an annual basis to 0.45% of the average daily net asset value of
Account GIS. TAMIC receives an amount equivalent on an annual basis to 0.3233%
of the average daily net asset value of Account QB. (See "Management," and
"Investment Advisory Fees.")

SALES CHARGES
Prior to the Maturity Date, all or part of the contract value may be withdrawn.
(See "Cash Surrender (Redemption) or Withdrawal Value.") A federal tax penalty
may apply. This Contract is not available for new sales, although additional
purchase payments may be made by purchasers who own existing Contracts. The
sales charge for additional purchase payments is 4.00% of each additional
purchase payment (4.17% of the amount invested). There is no minimum purchase
payment under this contract.

OTHER CHARGES
Premium taxes may apply to annuities in a few states. These taxes currently
range from 0.5% to 5.0%, depending upon jurisdiction. The Company will deduct
any applicable premium tax from the Contract Value, either upon death,
surrender or 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. (See "Premium Tax.")

A deduction of 1.0017% on an annual basis will be made on each Valuation Date
for mortality and expense risks assumed by the Company. The 1.0017% insurance
charge is comprised of 0.8500% for mortality risks and 0.1517% for expense
risks. (See "Insurance Charge.")

ANNUITY PAYMENTS
At the Maturity Date, the contract provides lifetime Annuity Payments, as well
as other types of payout plans. (See "Annuity Options"and "Income Options.")
If a variable payout is selected, the payments will continue to vary with the
investment performance of the selected Investment Alternatives. Before Annuity
or Income Payments begin, transfers may be made among available Investment
Alternatives without fee, penalty or charge. (See "Transfer Between Separate
Accounts.")

OTHER PROVISIONS
If the Annuitant dies before Annuity or Income Payments begin, the death
benefit is the larger of the Cash Value less any premium tax, or Premium
Payments less prior surrenders. There is no charge for the Minimum Death
Benefit. (See "Death Benefit", and "Charges and Deductions.")

After the tenth Contract Year, a minimum amount is payable upon the election of
an Annuity Option with respect to amounts that were allocated to Account QB
during the accumulation period. There is no charge for the Minimum Accumulated
Value Benefit. (See "Minimum Accumulated Value Benefit" and "Charges and
Deductions.")

Purchasers have certain voting rights under the contracts. (See "Voting
Rights.") The Company reserves the right to terminate inactive contracts under
certain circumstances. (See "Termination by the Company and Termination
Amount.")

v
<PAGE> 96
FEE TABLE

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES (GIS)

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES (QB)

<TABLE>
<CAPTION>
GIS QB
----- ----
<S> <C> <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge for Additional Purchase Payments* 4.00% 4.00%
ANNUAL EXPENSES (as a percentage of average net assets)
Mortality and Expense Risk Fees 1.00% 1.00%
Management Fees 0.45% 0.32%
TOTAL ANNUAL EXPENSES 1.45% 1.32%

</TABLE>

EXAMPLE
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

For additional purchase payments made into the Contract subsequent to the
Exchange Offer (4% Sales Charge applies), whether or not you surrender your
contract at the end of the applicable period, you would have paid the following
expenses on a $1,000 investment, assuming a 5% annual return on assets, after:

<TABLE>
<CAPTION>
GIS QB
----- ----
<S> <C> <C>
1 year $ 54 $ 53

3 years $ 84 $ 80

5 years $116 $110

10 years $207 $193
</TABLE>

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. For more complete descriptions of the various costs and expenses,
including possible waivers or reductions of these expenses, see "Charges and
Deductions." Expenses shown do not include premium taxes which may be
applicable.

* This Contract is not available for new sales; however, additional
purchase payments may be made by purchasers who own existing contracts.

vi
<PAGE> 97

CONDENSED FINANCIAL INFORMATION

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
Per Unit Data for an Accumulation and Annuity Unit outstanding throughout each
year

The following information on per unit data has been audited by Coopers &
Lybrand L.L.P., independent accountants. Their report on the per unit data
for each of the five years in the period ended December 31, 1996 is contained
in the Separate Account's Annual Report which should be read along witht his
information and which is incorporated by reference into the SAI. The
consolidated financial statements of The Travelers Insurance Company and
Subsidiaries are contained in the SAI.

<TABLE>
<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983.

SELECTED PER UNIT DATA 1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . $ .205 $ .189 $ .184 $ .188 $ .198
Operating expenses. . . . . . . . . . . . . . . . . . . .140 .115 .106 .098 .091
------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .065 .074 .078 .090 .107
Unit Value at beginning of year . . . . . . . . . . . . 6.917 7.007 6.507 6.447 5.048
Net realized and change in unrealized gains (losses). . 2.387 (.164) .422 (.030) 1.292
------- ------- ------- -------- -------
Unit Value at end of year . . . . . . . . . . . . . . . $ 9.369 $ 6.917 $ 7.007 $ 6.507 $ 6.447
======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . 2.45 (.09) .50 .06 1.40
Ratio of operating expenses to average net assets . . . 1.70% 1.65% 1.57% 1.58% 1.58%
Ratio of net investment income to average net assets. . .79% 1.05% 1.15% 1.43% 1.86%
Number of units outstanding at end of year (thousands). 26,688 26,692 28,497 29,661 26,235
Portfolio turnover rate . . . . . . . . . . . . . . . . 96% 103% 81% 189% 319%
Average Commission Rate Paid* . . . . . . . . . . . . . .0480 -- -- -- --

<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983.

SELECTED PER UNIT DATA 1990 1989 1988 1987
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . $ .192 $ .191 $ .168 $ .132
Operating expenses. . . . . . . . . . . . . . . . . . . .079 .095 .071 .066
------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .113 .096 .097 .066
Unit Value at beginning of year . . . . . . . . . . . . 5.295 4.191 3.601 3.737
Net realized and change in unrealized gains (losses). . (.360) 1.008 .493 (.202)
------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . $ 5.048 $ 5.295 $ 4.191 $ 3.601
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . (.25) 1.10 .59 (.14)
Ratio of operating expenses to average net assets . . . 1.57% 1.58% 1.58% 1.58%
Ratio of net investment income to average net assets. . 2.25% 2.33% 2.60% 1.49%
Number of units outstanding at end of year (thousands). 19,634 15,707 12,173 11,367
Portfolio turnover rate . . . . . . . . . . . . . . . . 54% 27% 38% 51%
Average Commission Rate Paid* . . . . . . . . . . . . . -- -- -- --
</TABLE>

<TABLE>
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1996 1995 1994 1993 1992 1991
----- ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . $ .208 $ .192 $ .189 $ .192 $ .201
Operating expenses. . . . . . . . . . . . . . . . . . . .123 .100 .092 .085 .077
------ ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .085 .092 .097 .107 .124
Unit Value at beginning of year . . . . . . . . . . . . 7.120 7.194 6.664 6.587 5.145
Net realized and change in unrealized gains (losses). . 2.463 (.166) .433 (.030) 1.318
------ ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . $9.668 $ 7.120 $ 7.194 $ 6.664 $ 6.587
======== ====== ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . 2.55 (.07) .53 .08 1.44
Ratio of operating expenses to average net assets . . . 1.45% 1.41% 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets. . 1.02% 1.30% 1.40% 1.67% 2.11%
Number of units outstanding at end of year (thousands). 17,896 19,557 21,841 22,516 24,868
Portfolio turnover rate . . . . . . . . . . . . . . . . 96% 103% 81% 189% 319%
Average Commission Rate Paid* . . . . . . . . . . . . . .0480 -- -- -- --

<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1990 1989 1988 1987
------- ------- ------- -------
<S> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . $ .199 $ .191 $ .168 $ .132
Operating expenses. . . . . . . . . . . . . . . . . . . .069 .066 .053 .059
------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .130 .125 .115 .073
Unit Value at beginning of year . . . . . . . . . . . . 5.383 4.250 3.642 3.771
Net realized and change in unrealized gains (losses). . (.368) 1.008 .493 (.202)
------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . $ 5.145 $ 5.383 $ 4.250 $ 3.642
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . (.24) 1.13 .61 (.13)
Ratio of operating expenses to average net assets . . . 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets. . 2.50% 2.56% 2.85% 1.72%
Number of units outstanding at end of year (thousands). 28,053 31,326 35,633 41,859
Portfolio turnover rate . . . . . . . . . . . . . . . . 54% 27% 38% 51%
Average Commission Rate Paid* . . . . . . . . . . . . . -- -- -- --
</TABLE>

* The Average Commission Rate Paid is required for funds that have over 10%
in equities for which commissions are paid. This information is required
for funds with fiscal year ends on or after September 30, 1996.

1
<PAGE> 98
CONDENSED FINANCIAL INFORMATION

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

Per Unit Data for an Accumulation and Annuity Unit outstanding throughout each
year

<TABLE>
<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983.

SELECTED PER UNIT DATA 1996 1995 1994 1993 1992 * 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . $ .319 $ .310 $ .299 $ .311 $ .299
Operating expenses. . . . . . . . . . . . . . . . . . . . .073 .069 .067 .061 .056
------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . .246 .241 .232 .250 .243
Unit Value at beginning of year . . . . . . . . . . . . . 4.274 4.381 4.052 3.799 3.357
Net realized and change in unrealized gains (losses). . . .374 (.348) .097 .003 .199
------- ------- ------- ------- -------
Unit Value at end of year. . . . . . . . . . . . . . . . . $ 4.894 $ 4.274 $ 4.381 $ 4.052 $ 3.799
====== ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . .62 (.11) .33 .25 .44
Ratio of operating expenses to average net assets . . . . 1.57% 1.57% 1.57% 1.58% 1.57%
Ratio of net investment income to average net assets. . . 5.29% 5.62% 5.41% 6.38% 6.84%
Number of units outstanding at end of year (thousands). . 27,066 27,033 28,472 20,250 17,211
Portfolio turnover rate . . . . . . . . . . . . . . . . . 138% 27% 24% 23% 21%

<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983.

SELECTED PER UNIT DATA 1990 1989 1988 1987
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . $ .277 $ .270 $ .259 $ .245
Operating expenses. . . . . . . . . . . . . . . . . . . . .048 .047 .046 .042
------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . .229 .223 .213 .203
Unit Value at beginning of year . . . . . . . . . . . . . 3.129 2.852 2.697 2.629
Net realized and change in unrealized gains (losses). . . (.001) .054 (.058) (.135)
------- ------- -------- -------
Unit Value at end of year. . . . . . . . . . . . . . . . . $ 3.357 $ 3.129 $ 2.852 $ 2.697
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . .23 .28 .16 .07
Ratio of operating expenses to average net assets . . . . 1.57% 1.57% 1.58% 1.57%
Ratio of net investment income to average net assets. . . 7.06% 7.44% 7.67% 7.72%
Number of units outstanding at end of year (thousands). . 14,245 13,135 9,457 7,560
Portfolio turnover rate . . . . . . . . . . . . . . . . . 41% 33% 17% 17%
</TABLE>

<TABLE>
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16,1983.

SELECTED PER UNIT DATA 1996 1995 1994 1993 1992 * 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . $ .328 $ .318 $ .306 $ .317 $ .304
Operating expenses. . . . . . . . . . . . . . . . . . . . .063 .059 .058 .050 .048
------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . .265 .259 .248 .267 .256
Unit Value at beginning of year . . . . . . . . . . . . . 4.400 4.498 4.150 3.880 3.421
Net realized and change in unrealized gains (losses). . . .385 (.357) .100 .003 .203
------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . $ 5.050 $ 4.400 $ 4.498 $ 4.150 $ 3.880
====== ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . .65 (.10) .35 .27 .46
Ratio of operating expenses to average net assets . . . . 1.33% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets. . . 5.54% 5.87% 5.66% 6.61% 7.09%
Number of units outstanding at end of year (thousands). . 9,325 10,694 12,489 13,416 14,629
Portfolio turnover rate . . . . . . . . . . . . . . . . . 138% 27% 24% 23% 21%

<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16,1983.

SELECTED PER UNIT DATA 1990 1989 1988 1987
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . $ .281 $ .270 $ .259 $ .245
Operating expenses. . . . . . . . . . . . . . . . . . . . .040 .035 .037 .034
-------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . .241 .235 .222 .211
Unit Value at beginning of year . . . . . . . . . . . . . 3.181 2.892 2.728 2.652
Net realized and change in unrealized gains (losses). . . (.001) .054 (.058) (.135)
-------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . $ 3.421 $ 3.181 $ 2.892 $ 2.728
======== ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . .24 29 .16 .08
Ratio of operating expenses to average net assets. . . . 1.33% 1.33% 1.33% 1.32%
Ratio of net investment income to average net assets . . 7.31% 7.60% 7.82% 7.87%
Number of units outstanding at end of year (thousands) . 16,341 18,248 21,124 24,703
Portfolio turnover rate. . . . . . . . . . . . . . . . . 41% 33% 17% 17%
</TABLE>

* On May 1, 1990, TAMIC replaced TIMCO as the investment adviser for Account
QB.

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<PAGE> 99

DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS

THE INSURANCE COMPANY

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

THE SEPARATE ACCOUNTS

Each of the Separate Accounts available under the Variable Annuity contracts
described in this Prospectus is registered with the SEC under the 1940 Act and
will comply with the provisions 1940 Act, and meets the definition of a
separate account under the federal securities laws. Additionally, the
operations of each of the Separate Accounts are subject to the provisions of
Section 38a-433 of the Connecticut General Statutes which authorizes the
Connecticut Insurance Commissioner to adopt regulations under it. The Section
contains no restrictions on investments of the Separate Accounts, and the
Commissioner has adopted no regulations under the Section that affect the
Separate Accounts.

GENERAL

Under Connecticut law, the assets of the Separate Accounts will be held for the
exclusive benefit of the owners of, and the persons entitled to payment under,
the Variable Annuity contracts offered by this Prospectus and under all other
contracts which provide for accumulated values or dollar amount payments to
reflect investment results of the Separate Accounts. The assets in the
Separate Accounts are not chargeable with liabilities arising out of any other
business which the Company may conduct. The obligations arising under the
Variable Annuity contracts are obligations of the Company.

INVESTMENT ALTERNATIVES

The Investment Alternatives available in connection with the Variable Annuity
contracts described herein each have different investment objectives and
fundamental investment policies, as are set forth below. Neither the
investment objectives nor the fundamental investment policies of an Account can
be changed without a vote of a majority of the outstanding voting securities of
the Account, as defined in the 1940 Act.

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT GIS)

INVESTMENT OBJECTIVE

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<PAGE> 100
investment income. This principal objective does not preclude the realization
of short-term gains when conditions would suggest the long-term goal is
accomplished by such short-term transactions. The assets of Account GIS
generally will be fully invested in a portfolio of equity securities, mainly
common stocks, spread over industries and companies. However, when it is
determined that investments of other types may be advantageous on the basis of
combined considerations of risk, income and appreciation, investments may be
made in bonds, notes or other evidence of indebtedness, issued publicly or
placed privately, of a type customarily purchased for investment by
institutional investors, including United States government securities. These
investments in other-than-equity securities generally would not have a prospect
of long-term appreciation, and are temporary for defensive purposes. Such
investments may or may not be convertible into stock or be accompanied by stock
purchase options or warrants for the purchase of stock.

Account GIS will use exchange-traded stock index futures contracts as a hedge
to protect against changes in stock prices. A stock index futures contract is
a contractual obligation to buy or sell a specified index of stocks at a future
date for a fixed price. Stock index futures may also be used to hedge cash
inflows to gain market exposure until the cash is invested in specific common
stocks. Account GIS will not purchase or sell futures contracts for which the
aggregate initial margin exceeds five percent (5%) of the fair market value of
its assets, after taking into account unrealized profits and losses on any such
contracts which it has entered into. When a futures contract is purchased,
Account GIS will set aside, in an identifiable manner, an amount of cash and
cash equivalents equal to the total market value of the futures contract, less
the amount of the initial margin.

All stock index futures will be traded on exchanges that are licensed and
regulated by the Commodity Futures Trading Commission ("CFTC"). To ensure that
its futures transactions meet CFTC standards, Account GIS will enter into
futures contracts for hedging purposes only (i.e., for the purposes or with the
intent specified in CFTC regulations and interpretations, subject to the
requirements of the SEC). Account GIS expects that risk management
transactions involving futures contracts will not impact more than thirty
percent (30%) of its assets at any one time. For a more detailed discussion of
financial futures contracts and associated risks, please see the SAI.

Account GIS may write covered call options on portfolio securities for which
call options are available and which are listed on a national securities
exchange. It may also purchase index or individual equity call options as an
alternative to holding stocks or stock index futures, or purchase index or
individual equity put options as a defensive measure. For a detailed
discussion of options contracts and associated risks, please see the SAI.

Changes in investments may be made from time to time to take into account
changes in the outlook for particular industries or companies. The investments
of Account GIS will not, however, be concentrated in any one industry; that is,
no more than twenty-five percent (25%) of the value of Account GIS's assets
will be invested in any one industry. While Account GIS may occasionally
invest in foreign securities, it is not anticipated that such foreign
securities will, at any time, account for more than ten percent (10%) of the
investment portfolio.

It must be recognized that there are risks inherent in the ownership of any
security. The investment experience on equity investments over time will tend
to reflect levels of stock market prices and dividend payouts. Both are
affected by diverse factors, including not only business conditions and
investor confidence in the economy, but current conditions in a particular
industry or company. The yield on a common stock is not contractually
determined. Equity securities are subject to financial risks relating to the
earning stability and overall financial soundness of an issue. They are also
subject to market risks relating to the effect of general changes in the
securities market on the price of a security.

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<PAGE> 101
FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account GIS permit it to:

1. invest up to 5% of its assets in the securities of any one issuer
(exclusive of securities issued or guaranteed by the United States
government, its agencies or instrumentalities);

2. borrow from banks in amounts of up to 5% of its assets, but only for
emergency purposes;

3. purchase interests in real estate represented by securities for which
there is an established market;

4. make loans through the acquisition of a portion of a privately placed
issue of bonds, debentures or other evidences of indebtedness of a
type customarily purchased by institutional investors;

5. acquire up to 10% of the voting securities of any one issuer (it is
the present practice of Account GIS not to exceed 5% of the voting
securities of any one issuer);

7. invest up to 5% of its assets in restricted securities (securities
which may not be publicly offered without registration under the
Securities Act of 1933).

THE TRAVELERS QUALITY BOND ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT QB)

INVESTMENT OBJECTIVE

The basic investment objective of Account QB is the selection of investments
from the point of view of an investor concerned primarily with current income,
moderate capital volatility and total return.

It is contemplated that the assets of Account QB will be invested in money
market obligations, including, but not limited to, Treasury bills, repurchase
agreements, commercial paper, bank certificates of deposit and bankers'
acceptances, and in publicly traded debt securities, including bonds, notes,
debentures, equipment trust certificates and short-term instruments. These
securities may carry certain equity features such as conversion or exchange
rights or warrants for the acquisition of stocks of the same or different
issuer, or participations based on revenues, sales or profits. It is currently
anticipated that the market value-weighted average maturity of the portfolio
will not exceed five years. (In the case of mortgage-backed securities, the
estimated average life of cash flows will be used rather than the average
maturity.) Investment in longer term obligations may be made if the Board of
Managers concludes that the investment yields justify a longer term commitment.
The investments of Account QB will not be concentrated in any one industry;
that is, no more than twenty-five percent (25%) of the value of Account QB's
assets will be invested in any one industry.

The portfolio will be actively managed and investments may be sold prior to
maturity to the extent that this action is considered advantageous in light of
factors such as market conditions or brokerage costs. While the investments of
Account QB are generally not listed securities, there are firms which make
markets in the type of debt instruments that Account QB holds. No problems of
salability are anticipated with regard to the investments of Account QB.

3
<PAGE> 102
commitment to purchase is made, and may be expressed in either dollar price or
yield maintenance terms. Delivery and payment may be at a future date beyond
customary settlement time. It is the customary practice of Account QB to make
when-issued or TBA purchases for settlement no more than 90 days beyond the
commitment date.

The commitment to purchase when-issued securities may be viewed as a senior
security, and will be marked to market and reflected in Account QB's
Accumulation Unit Value daily from the commitment date. While it is TAMIC's
intention to take physical delivery of these securities, offsetting
transactions may be made prior to settlement, if it is advantageous to do so.
Account QB does not make payment or begin to accrue interest on these
securities until settlement date. In order to invest its assets pending
settlement, Account QB will normally invest in short-term money market
instruments and other securities maturing no later than the scheduled
settlement date.

Account QB does not intend to purchase when-issued securities for speculative
or "leverage" purposes. Consistent with Section 18 of the 1940 Act and the
General Policy Statement of the SEC thereunder, when Account QB commits to
purchase a when-issued security, it will identify and place in a segregated
account high grade money market instruments and other liquid securities equal
in value to the purchase cost of the when-issued securities.

TAMIC believes that purchasing securities in this manner will be advantageous
to Account QB. However, this practice does entail certain risks, namely the
default of the counterparty on its obligation to deliver the security as
scheduled. In this event, Account QB would endure a loss (gain) equal to the
price appreciation (depreciation) in value from the commitment date. TAMIC
employs a rigorous credit quality procedure in determining the counterparties
with which it will deal in when-issued securities and, in some circumstances,
will require the counterparty to post cash or some other form of security as
margin to protect the value of its delivery obligation pending settlement.

Account QB may also purchase and sell interest rate futures contracts to hedge
against changes in interest rates that might otherwise have an adverse effect
upon the value of Account QB's securities. Hedging by use of interest rate
futures seeks to establish, with more certainty than would otherwise be
possible, the effective rate of return on portfolio securities. When hedging
is successful, any depreciation in the value of portfolio securities will
substantially be offset by appreciation in the value of the futures position.
Conversely, any appreciation in the value of the portfolio securities will
substantially be offset by depreciation in the value of the futures position.

Account QB will not purchase or sell futures contracts for which the aggregate
initial margin exceeds five percent (5%) of the fair market value of its
assets, after taking into account unrealized profits and losses on any such
contracts which it has entered into. At no time will Account QB's transactions
in futures contracts be employed for speculative purposes. When a futures
contract is purchased, Account QB will set aside, in an identifiable manner, an
amount of cash and cash equivalents equal to the total market value of the
futures contract, less the amount of the initial margin.

All interest rate futures contracts will be traded on exchanges that are
licensed and regulated by the Commodity Futures Trading Commission ("CFTC").
To ensure that its futures transactions meet CFTC standards, Account QB will
enter into futures contracts for hedging purposes only (i.e., for the purposes
or with the intent specified in CFTC regulations and interpretations, subject
to the requirements of the SEC). For a more detailed discussion of financial
futures contracts and associated risks, please see the SAI.

The Board of Managers will weigh considerations of risks, yield and ratings in
implementing Account QB's fundamental investment policies. There are no
specific criteria with regard to quality or ratings of the investments of
Account QB, but it is anticipated that they will be of investment grade or its
equivalent as determined in good faith by the Board of Managers. There may or
may not be more risk in investing in debt instruments where there are no
specific criteria with regard to quality or ratings of the investments.

4
<PAGE> 103
needs of businesses for capital goods for expansion, and investor expectations
as to future inflation. The yield on a particular debt instrument is also
affected by the risk that the issuer will be unable to pay principal and
interest.

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account QB permit it to:

1. invest up to 15% of the value of its assets in the securities of any
one issuer (exclusive of obligations of the United States government
and its instrumentalities, for which there is no limit);

2. borrow from banks in amounts of up to 5% of its assets, but only for
emergency purposes;

3. purchase interests in real estate represented by securities for which
there is an established market;

4. make loans through the acquisition of a portion of a privately placed
issue of bonds, debentures or other evidences of indebtedness of a
type customarily purchased by institutional investors;

5. acquire up to 10% of the voting securities of any one issuer (it is
the present practice of Account QB not to exceed 5% of the voting
securities of any one issuer); and

VOTING RIGHTS

Owners of the Variable Annuity contracts participating in Accounts GIS and QB
will be entitled to vote at their meetings on (i) any change in the fundamental
investment policies or other policies relative to the account requiring the
Owners' approval; (ii) amendment of the investment advisory agreement; (iii)
election of the members of the Board of Managers of the account; (iv)
ratification of the selection of an independent accountants for the account;
(v) any other matters which, in the future, under the 1940 Act require the
Owners' approval; and (vi) any other business which may properly come before
the meeting.

The number of votes which each Owner may cast, including fractional votes,
shall be determined as of the date to be chosen by the Board of Managers within
75 days of the date of the meeting, and at least 20 days' written notice of the
meeting will be given.

The number of votes which an Owner may cast in the accumulation period is equal
to the number of Accumulation Units credited to the account under the contract.
During the annuity period, the Owner may cast the number of votes equal to (i)
the reserve related to the contract, divided by (ii) the value of an
Accumulation Unit. During the annuity period, an Owner's voting rights will
decline as the reserve for the contract declines. Accounts GIS and QB are also
used to fund certain other Variable Annuity contracts than the Variable Annuity
contracts described in this Prospectus; votes attributable to such other
annuities are computed in an analogous manner.

Votes for which Annuitants were entitled to instruct the Owner, but for which
the Owner has received no instructions, will be cast by the Owner for or
against each proposal to be voted on only in the same proportion as votes for
which instructions have been received.

On the death of the Annuitant, all voting rights will vest in the beneficiary
of the Variable Annuity contract.

5
<PAGE> 104
MANAGEMENT

The investments and administration of Accounts GIS and QB are under the
direction of their Boards of Managers. Subject to the authority of the Board
of Managers, The Travelers Investment Management Company ("TIMCO") furnishes
investment management and advisory services to Account GIS, and Travelers Asset
Management International Corporation ("TAMIC") furnishes investment management
and advisory services to Account QB, respectively. Additionally, the Board of
Managers for each managed Separate Account annually selects an independent
public accountant, reviews the terms of the management and investment advisory
agreements, recommends any changes in the fundamental investment policies (and
submits any such changes to Contract Owners at the annual meeting), and takes
any other actions necessary in connection with the operation and management of
the managed Separate Accounts.

TIMCO is a registered investment adviser which has provided investment advisory
services since its incorporation in 1967. TIMCO, a subsidiary of Smith Barney
Holdings Inc., which is a wholly owned subsidiary of Travelers Group Inc., is
located at One Tower Square, Hartford, Connecticut 06183. In addition to
providing investment advice to Account GIS, TIMCO acts as investment adviser
and subadviser for other investment companies used to fund variable annuity and
variable life insurance products; as well as for individual and pooled pension
and profit-sharing accounts, and affiliated companies of the Company.

TAMIC is a registered investment adviser which has provided investment advisory
services since its incorporation in 1978. TAMIC, an indirect wholly owned
subsidiary of Travelers Group Inc., is located at One Tower Square, Hartford,
Connecticut 06183. In addition to providing investment advice to Account QB,
TAMIC acts as investment adviser for other investment companies used to fund
variable annuity and variable universal life insurance products offered by the
Company and its affiliates, as well as for individual and pooled pension and
profit-sharing accounts, domestic investment companies affiliated with The
Travelers, and nonaffiliated companies.

CHARGES AND DEDUCTIONS

Charges under variable annuity contracts offered by this Prospectus are
assessed in two ways: as deductions from purchase payments for sales expenses
and applicable premium taxes, and as charges to the Separate Accounts for
investment advisory services and the assumption of mortality and expense risks.

DEDUCTIONS FROM PURCHASE PAYMENTS

This Contract is not available for new sales, although additional purchase
payments may be made by purchasers who own existing Contracts. The sales
charge for additional purchase payments is 4.00% of each additional purchase
payment (4.17% of the amount invested). There is no minimum Purchase Payment
under this contract.

PREMIUM TAX

Certain state and local governments impose premium taxes. These taxes
currently range from 0.5% to 5.0% depending upon jurisdiction. The Company, in
its sole discretion and in compliance with any applicable state law, will
determine the method used to recover premium tax expenses incurred. 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.

6
<PAGE> 105
MINIMUM DEATH BENEFIT AND MINIMUM ACCUMULATED VALUE BENEFIT CHARGE

There is no charge for the Minimum Death Benefit and the Minimum Accumulated
Value Benefit. (See "Death Benefit" and "Minimum Accumulated Value Benefit.")

INSURANCE CHARGE

There is an insurance charge against the assets of each Separate Account to
cover the mortality and expense risks associated with guarantees which the
Company provides under the Variable Annuity contracts. This charge, on an
annual basis, is 1.0017% of the Separate Account value and is deducted on each
Valuation Date at the rate of 0.00363% for each day in the Valuation Period.

The mortality risk assumed by the Company under the contract assures an
Annuitant that neither the Annuitant's own longevity nor an improvement in life
expectancy generally will have any adverse effect on the monthly Annuity
Payments which will be paid under the contract and relieves the Owner from the
risk that the Annuitant will outlive the funds which have been accumulated for
retirement.

With respect to amounts which are not applied to provide an annuity (i.e.,
amounts which are surrendered for cash or which have been paid as Income
Payments), the Company bears no mortality risk and amounts previously charged
to cover this risk are of no benefit to the Owner.

The Company also assumes the risk that the charges under the contracts, which
cannot be increased during the duration of the contract, will be insufficient
to cover actual costs. The Company does not, however, project any deficiency
in the amount of the sales load.

If the amount deducted for these mortality and expense risks is not sufficient
to cover actual mortality costs and expense shortfalls, the loss is borne by
the Company. If the deduction is more than sufficient, the excess will be a
profit to the Company. The Company expects to make a profit from the insurance
charge.

INVESTMENT ADVISORY FEES

TIMCO and TAMIC furnish investment management and advisory services to Account
GIS and Account QB, respectively, according to the terms of written agreements.
TIMCO receives an amount equivalent on an annual basis to 0.45% of the average
daily net assets of Account GIS. TAMIC receives an amount equivalent on an
annual basis to 0.3233% of the average daily net assets of Account QB.

THE VARIABLE ANNUITIES

The individual Variable Annuities described in this Prospectus are both
insurance products and securities. As insurance products, they are subject to
the insurance laws and regulations of each state. The underlying product is an
annuity under which Purchase Payments are paid to the Company and credited to
the Owner's contract to accumulate until retirement.

The following brief description of the key features of the Variable Annuity is
subject to the specific terms of the contract itself. Reference should also be
made to the Glossary of Special Terms.

GENERAL BENEFIT DESCRIPTION

Under the Automatic Option, the Company will automatically begin paying Annuity
Payments to the Owner on the Maturity Date, if the Annuitant is then living.
(See "Automatic Option.") The Owner may choose instead a

7
<PAGE> 106
number of alternative arrangements for benefit payments. If the Annuitant dies
before a payout begins, the Company will pay a death benefit under the Contract
(see "Death Benefit."). After the tenth Contract Year, a minimum amount is
payable upon the election of an Annuity Option with respect to amounts that
were allocated to Account QB during the accumulation period (see "Minimum
Accumulated Value Benefit").

TERMINATION BY THE COMPANY AND TERMINATION AMOUNT

No Purchase Payments after the first are required to keep the contract in
effect. However, the Company reserves the right to terminate the contract on
any Valuation Date if the Cash Value as of that date is less than $500 and
purchase payments have not been paid for at least three years. Termination will
not occur until 31 days after the Company has mailed notice of termination to
the Owner at the last known address and to any assignee of record. If the
contract is terminated, the Company will pay to the Owner the Cash Value of the
contract, if any, less any applicable premium tax not previously deducted.

DEFERRED MATURITY OPTION

Up to 30 days before the Maturity Date, the Owner may request (in writing) a
Deferred Maturity Date. The same terms and conditions applicable to the
contract before the Maturity Date will continue to the Deferred Maturity Date.
If the Annuitant dies before the Deferred Maturity Date, the Company will pay
the Cash Value to the beneficiary. The Deferred Maturity Date may be any time
before the Annuitant's 70th birthday, or, with the consent of the Company, any
later date. (See "Federal Tax Considerations.") If the Annuitant is living on
the Deferred Maturity Date, the annuity will be payable, unless otherwise
elected, under the same terms and conditions as the annuity that would have
been payable at the Maturity Date had a Deferred Maturity Date not been
elected. The amount of the Annuity Payment will be determined as described in
"Annuity Options."

SUSPENSION OF PAYMENTS

If a national stock exchange is closed (except for holidays or weekends), or
trading is restricted due to an existing emergency as defined by the SEC so
that disposal of the Separate Account's investments or determination of its net
asset value is not reasonably practicable, or the SEC has ordered that the
right of redemption (surrender) be suspended for the protection of Owners, the
Company may postpone all procedures (including making Annuity Payments) which
require valuation of Separate Accounts until the stock exchange is reopened and
trading is no longer restricted.

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, the Company will furnish a report which
will show the number of Accumulation Units credited to the contract in each
Separate Account and the corresponding Accumulation Unit Value as of the date
of the report. The Company will keep all records required under federal or
state laws.

FEDERAL AND STATE INCOME TAX WITHHOLDING

The federal tax law requires income tax withholding on distributions from
pension plans and annuity contracts, unless the Owner, participant or
beneficiary elects not to have withholding apply. Some states also require
withholding from pension and annuity payments unless the Owner, participant or
beneficiary elects not to have withholding apply. (For further information on
federal withholding, see "Federal Income Tax Withholding.")

8
<PAGE> 107
ACCUMULATION PROVISIONS

APPLICATION OF PURCHASE PAYMENTS

The initial Purchase Payment is due and payable before the contract becomes
effective. Each Purchase Payment is payable at the Company's Home Office.

If the application for the contract is in good order, the first net Purchase
Payment (the Purchase Payment after deduction of sales charges and any
applicable premium tax) will be applied by the Company to provide Accumulation
Units to the credit of the contract as of the valuation next following receipt
of the Purchase Payment in the mail at the Company's Home Office, or on the
date indicated by the applicant in the application for the contract, if later.
If the application for the contract is not in good order, the Company will
attempt to get it in good order within five business days. If it is not
complete at the end of this period, the Company will inform the applicant of
the reason for the delay and that the purchase payment will be returned
immediately unless the applicant specifically consents to the Company keeping
the Purchase Payments until the application is complete. Once the application
is complete, the net Purchase Payment will be applied within two business days.
Any net Purchase Payment after the first will be applied as of the valuation
next following its receipt in the mail at the Company's Home Office.

The net Purchase Payment will be allocated to the Separate Account in the
proportion specified in the application for the contract or as directed by the
Owner from time to time. The Owner may allocate all or part of each net
Purchase Payment to any Separate Account described in this Prospectus.

NUMBER OF ACCUMULATION UNITS

The number of Accumulation Units to be credited to a contract in each Separate
Account upon payment of a Purchase Payment will be determined by dividing the
Purchase Payment applied to the Separate Account by the current Accumulation
Unit Value of that Separate Account.

ACCUMULATION UNIT VALUE

The dollar value of an Accumulation Unit for each Separate Account was
established at $1.00 at its inception. The value of an Accumulation Unit on any
Valuation Date is determined by multiplying the value on the immediately
preceding Valuation Date by the net investment factor for the Valuation Period
just ended. The value of an Accumulation Unit on any date other than a
Valuation Date will be equal to its value as of the next succeeding Valuation
Date. The value of an Accumulation Unit may increase or decrease.

NET INVESTMENT RATE AND NET INVESTMENT FACTOR

Each Separate Account's net investment rate for any Valuation Period is equal
to the gross investment rate for that Separate Account less a deduction of
0.0000363 for Account QB, and 0.0000398 for Account GIS, for each day in the
Valuation Period. The gross investment rate for the Valuation Period is equal
to (i) the investment income and capital gains and losses, whether realized or
unrealized, on the assets of the Separate Account less a deduction for any
applicable taxes, including income taxes arising from income and realized and
unrealized capital gains of the Separate Account, divided by (ii) the amount of
the assets at the beginning of the Valuation Period.

At the present time, no federal taxes are deducted from the Separate Accounts.
(See "Federal Tax Considerations.") The gross investment rate for a Separate
Account may be either positive or negative.

The net investment factor for a Separate Account for any Valuation Period is
the sum of 1.000000 plus the net investment rate.

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CASH VALUE

The Cash Value of the contract on any date will be equal to the sum of the
accumulated values in the Separate Accounts credited to that contract. The
accumulated value in a Separate Account is equal to the number of Accumulation
Units credited to the contract in that Separate Account, multiplied by the
Accumulation Unit Value for that Separate Account.

CASH SURRENDER (REDEMPTION) OR WITHDRAWAL VALUE

Before the due date of the first Annuity Payment, upon receipt of a written
request, the Company will pay all or any portion of the Cash Value, adjusted
for any applicable premium tax, to the Owner. The Company may defer payment of
any Cash Value for a period of not more than seven days after the request is
received in the mail at its Home Office, but it is its intent to pay as soon as
possible.

The amount of the Cash Value received may be more or less than the Purchase
Payments paid depending on the value of the contract at the time of surrender.
(For the federal income tax consequences of surrenders, see "Federal Tax
Considerations.")

DEATH BENEFIT

If the Annuitant dies before Annuity or Income Payments begin, the Company will
pay to the beneficiary the greater of (a) the Cash Value of the contract as of
the date it receives proof of death at its Home Office, less any premium tax
incurred, or (b) the total Purchase Payments made under the contract, less
prior surrenders or outstanding cash loans.

MINIMUM ACCUMULATED VALUE BENEFIT UPON ELECTION OF AN ANNUITY--ACCOUNT QB

If an Annuity Option is elected after the tenth Contract Year, the amount
applied under an Annuity Option while there is Cash Value which has not been
applied to effect any Annuity or Income Options will not be less than the
following:

1. the sum of all net premiums allocated to Account QB under the
contract, plus

2. the sum of all amounts transferred into Account QB, minus

3. the sum of all amounts transferred out of Account QB, minus

4. any partial surrenders (whether paid in one sum or applied as an
Annuity or Income Option), minus

5. the value of Accumulation Units credited to this contract in Account
QB which are not applied to effect the Annuity.

This benefit is not available on contracts issued in California.

RIGHT TO RETURN

During the ten days following the delivery of the contract to the applicant,
the applicant may return the contract to the Company by mail or in person, if
for any reason the applicant has changed his or her mind. On return of the
contract, the Company will pay to the applicant the Cash Value determined as of
the Valuation Date next following receipt of the written request at the
Company's Home Office (or any other office which the Company may designate)
plus an amount equal to the difference between the Purchase Payment paid for
the contract and the Net Purchase Payment. The applicant bears the investment
risk during this period.

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TRANSFER BETWEEN SEPARATE ACCOUNTS

At any time up to 30 days before the due date of the first Annuity Payment,
the Owner may, upon written request to the Company, transfer all or any part of
the Cash Value of the contract from one Separate Account to any other Separate
Account described in this Prospectus. The Company reserves the right to limit
the number of transfers between Separate Accounts, but will not limit transfers
to less than one in any six month period. The number of Accumulation Units
credited to the Separate Account from which the transfer is made will be
reduced. The reduction will be determined by dividing the amount transferred
by the Accumulation Unit Value for that Separate Account as of the next
valuation after the Company receives the request in the mail at its Home
Office. The number of Accumulation Units credited to the Separate Account to
which the transfer is made will be increased. The increase will be determined
by dividing the amount transferred, less the Separate Account transfer charge,
if any, by the Accumulation Unit Value for that Separate Account as of the next
valuation after the Company receives the written request from the Owner at its
Home Office. There is currently no Separate Account transfer charge. Once
Annuity Payments begin, no further transfers may be made between the Separate
Accounts.

PAYOUT PROVISIONS

SEPARATE ACCOUNT ALLOCATION

When Annuity Payments begin, the accumulated value in each Separate Account
will be applied to provide an Annuity with the amount of Annuity Payments
varying with the investment experience of that same Separate Account. As
described in "Transfer Between Separate Accounts," the Owner may elect to
transfer Cash Value from one Separate Account to another in order to reallocate
the basis on which Annuity Payments will be determined.

DETERMINATION OF FIRST PAYMENT

The contract contains tables used to determine the first monthly Annuity
Payment. The amount applied to effect an Annuity will be the Cash Value of the
contract as of 14 days before the date Annuity Payments commence less any
applicable premium taxes not previously deducted.

The amount of the first monthly payment depends on the Annuity Option elected
(see "Automatic Option") and the adjusted age of the Annuitant. A formula for
determining the adjusted age is contained in the contract. The tables are
determined from the Progressive Annuity Table assuming births in the year 1900
and an assumed annual net investment rate of 3.5%. (When permitted by state
law, the Company may allow the contract owner to elect an assumed net
investment rate other than the 3.5% specified in the contract. In that event,
the first monthly payment would differ from that shown in the contract. A
higher interest rate assumption would mean a higher initial payment but more
slowly rising subsequent payments or more rapidly falling subsequent payments.
A lower assumption would have the opposite effect.) The total first monthly
Annuity Payment is determined by multiplying the benefit per $1,000 of value
shown in the tables of the contract by the number of thousands of dollars of
value of the contract applied to that Annuity Option. The Company reserves the
right to require proof of age before Annuity Payments begin.

ANNUITY UNIT VALUE

The dollar value of an Annuity Unit for each Separate Account was established
at $1.00 at inception. The value of an Annuity Unit as of any Valuation Date
is determined 14 days in advance in order to allow adequate time for the
required calculations and mailing of annuity checks in advance of their due
dates. (If the date 14 days in advance is not a Valuation Date, the
calculation is made on the next following Valuation Date, which would generally
be 13 or 12 days in advance.)

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<PAGE> 110
Specifically, the Annuity Unit Value for a Separate Account as of a Valuation
Date is equal to (a) the value of the Annuity Unit on the immediately preceding
Valuation Date multiplied by (b) the net investment factor for the Valuation
Period ending on or next following 14 days prior to the current Valuation Date,
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 3.5% for a Valuation Period of one day is 1.0000942 and, for
a period of two days, is 1.0000942 x 1.0000942.)

The value of an Annuity Unit as of any date other than a Valuation Date is
equal to its value on the next succeeding Valuation Date.

NUMBER OF ANNUITY UNITS

The number of Annuity Units credited to the contract is determined by dividing
the first monthly Annuity Payment attributable to each Separate Account by the
Separate Account's Annuity Unit Value as of the due date of the first Annuity
Payment. The number of Annuity Units remains fixed during the annuity period.

DETERMINATION OF SECOND AND SUBSEQUENT PAYMENTS

The dollar amount of the second and subsequent Annuity Payments is not
predetermined and may change from month to month based on the investment
experience of either or both of the Separate Accounts. The actual amounts of
these payments are determined by multiplying the number of Annuity Units
credited to the contract in each Separate Account by the corresponding Annuity
Unit Value as of the date on which payment is due. The interest rate assumed
in the annuity tables would produce a level Annuity Unit Value and, therefore,
level Annuity Payments if the net investment rate remained constant at the
assumed rate. In fact, payments will vary up or down as the net investment
rate varies up or down from the assumed rate, and there can be no assurance
that a net investment rate will be as high as the assumed rate.

ANNUITY OPTIONS

Subject to conditions in "Election of Options," all or any part of the Cash
Value of the contract otherwise payable in one sum to the Owner on the Maturity
Date or prior Cash Surrender of the contract, or amounts payable under the
contract in one sum to the beneficiary upon the death of the Annuitant, may be
paid under one or more of the Annuity Options below.

AUTOMATIC OPTION--Unless otherwise specified in the application or the plan and
if no election has been made, if the Annuitant is then living on the Maturity
Date, the Company will pay to the Owner the first of a series of Annuity
Payments based on the life of the Annuitant, in accordance with Option 2 with
120 monthly payments assured.

OPTION 1--LIFE ANNUITY--NO REFUND: The Company will make monthly Annuity
Payments during the lifetime of the person on whose life the payments are
based, terminating with the last monthly payment preceding death. This option
offers the maximum monthly payment, since there is no assurance of a minimum
number of payments or provision for a death benefit for beneficiaries. It
would be possible under this option to receive only one Annuity Payment if the
Annuitant died before the due date of the second Annuity Payment, only two if
the Annuitant died before the third Annuity Payment, etc.

OPTION 2--LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS ASSURED: The
Company will make monthly Annuity Payments during the lifetime of the person on
whose life payments are based, 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 designated. The beneficiary may instead receive a single sum
settlement equal to the discounted value of the future payments with the
interest rate equivalent to the assumption originally used when the Annuity
began.

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<PAGE> 111
OPTION 3--UNIT REFUND LIFE ANNUITY: The Company will make monthly Annuity
Payments during the lifetime of the person on whose life payments are based,
terminating with the last payment due before the death of that person, provided
that, at death, the beneficiary will receive in one sum the current dollar
value of the number of Annuity Units equal to (a) minus (b) (if that difference
is positive) where (a) is the total amount applied under the option divided by
the Annuity Unit Value on the due date of the first Annuity Payment, and (b) is
the product of the number of the Annuity Units represented by each payment and
the number of payments made.

OPTION 4--JOINT AND LAST SURVIVOR LIFE ANNUITY--NO REFUND: The Company will
make monthly 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. It would be
possible under this option to receive only one Annuity Payment if both
Annuitants died before the due date of the second Annuity Payment, only two if
they died before the third Annuity Payment, etc.

OPTION 5--JOINT AND LAST SURVIVOR LIFE ANNUITY--ANNUITY REDUCES ON DEATH OF
PRIMARY PAYEE: The Company will make monthly Annuity Payments during the
lifetime of the two persons on whose lives payments are based. One of the two
persons will be designated as the primary payee. The other will be designated
as the secondary payee. On the death of the secondary payee, if survived by
the primary payee, the Company will continue to make monthly Annuity Payments
to the primary payee in the same amount that would have been payable during the
joint lifetime of the two persons. On the death of the primary payee, if
survived by the secondary 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 following the death of the survivor.

OPTION 6--OTHER ANNUITY OPTIONS: The Company will make any other arrangements
for Annuity Payments as may be mutually agreed upon.

INCOME OPTIONS

Subject to the conditions described under "Election of Options" below, all or
any part of the Cash Value of the contract otherwise payable in one sum to the
Owner on the Maturity Date or prior Cash Surrender of the contract, or amounts
payable under the contract in one sum to the beneficiary on the death of the
Annuitant, may be paid under one or more of the income options described below.

OPTION 1--PAYMENTS OF A FIXED AMOUNT: The Company will make equal monthly
payments of the amount elected until the Cash Value applied under this option
has been exhausted. The first monthly payment will be paid from each Separate
Account in the same proportion that the respective Cash Values bear to the
total Cash Value applied as of fourteen days before the first payment is due.
The second and subsequent payments from each Separate Account will be the same
as the first payment under this option. The final payment will include any
amount insufficient to make another full payment.

OPTION 2--PAYMENTS FOR A FIXED PERIOD: The Company will make monthly payments
for the number of years selected. The amount of each payment will be equal to
the remaining Cash Value applied under this option divided by the number of
remaining payments.

OPTION 3--INVESTMENT INCOME: The Company will make monthly payments during the
lifetime of the primary payee, or for the period agreed on. The amount payable
will be equal to the excess, if any, of the Cash Value under this option over
the amount applied under this option. No payment will be made if the Cash
Value is less than the amount applied, and it is possible that no payments
would be made for a period of time. Payments under this option are not
considered to be Annuity Payments and are taxable in full as ordinary income.
(See "Federal Tax Considerations.")

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<PAGE> 112
including the deduction for mortality risks. Income Options differ from
Annuity Options in that the amount of the payments made under Income Options
are unrelated to the length of life of any person. Although the Company
continues to deduct the charge for mortality and expense risks, it assumes no
mortality risks for amounts applied under any Income Option. Moreover, except
with respect to lifetime payments of investment income under Income Option 3,
payments are unrelated to the actual life span of any person. Thus, the
Annuitant may outlive the payment period. While Income Options do not directly
involve mortality risks for the Company, an Owner may elect to apply the
remaining Cash Value to provide an Annuity at the guaranteed rates even though
Income Payments have been received under an Income Option. Before an Owner
makes any Income Option election, he or she should consult a tax adviser as to
any adverse tax consequences the election might have.

ELECTION OF OPTIONS

Election of an option must be made in writing in a form satisfactory to the
Company. Any election made during the lifetime of the Annuitant must be made
by the Owner of the contract. The terms of the options elected by some
beneficiaries may be restricted to meet the qualification requirements of
Section 72(s) of the Internal Revenue Code. If, at the death of the Annuitant,
there is no election in effect for that Annuitant, election of an option must
be made by the beneficiary entitled to any death benefit payable in one sum
under the contract. The minimum amount that can be placed under an Annuity or
Income Option will be $2,000 unless the Company consents to a lesser amount.
If any monthly periodic payment due any payee is less than $20, the Company
reserves the right to make payments at less frequent intervals.

FEDERAL TAX CONSIDERATIONS

GENERAL

The Company is taxed as a life insurance company under Subchapter L of the
Internal Revenue Code (the "Code"). The Separate Accounts that form the
investment alternatives described herein are treated as part of the total
operations of the Company and are not taxed separately. Investment income and
gains of a Separate Account that are credited to a purchaser's contract of
insurance incur no current federal income tax. Generally, amounts credited to a
contract are not taxable until received by the Owner, participant or
beneficiary, either in the form of Annuity Payments or other distributions.

NONQUALIFIED ANNUITIES

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 an Owner when that Owner
transfers the contract without adequate consideration.

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

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

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<PAGE> 113
Those receiving partial distributions made before annuitization of a contract
will generally be taxed on an income-first basis to the extent of income in the
contract. Certain pre-August 14, 1982 deposits into a nonqualified annuity
contract that have been placed in the contract by means of a tax-deferred
exchange under Section 1035 of the Code may be withdrawn first without income
tax liability. This information on deposits must be provided to the Company by
the other insurance company at the time of the exchange. There is income in
the contract generally to the extent the Cash Value exceeds the investment in
the contract. The investment in the contract is equal to the amount of
premiums paid less any amount received previously which was excludable from
gross income. Any direct or indirect borrowing against the value of the
contract or pledging of the contract as security for a loan will be treated as
a cash withdrawal under the tax law.

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

FEDERAL INCOME TAX WITHHOLDING

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

1. NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)

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

2. 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, 1997, a recipient
receiving periodic payments (e.g., monthly or annual payments under an
Annuity Option) which total $_____ or less per year, will generally be
exempt from the withholding requirements.

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TAX ADVICE

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

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the contracts in all jurisdictions where the
Company is licensed to do business, except Puerto Rico, and the Bahamas. The
contracts will be sold by agents who are licensed by state insurance
authorities to sell variable annuity contracts issued by the Company, and who
are also registered representatives of broker-dealers which have Selling
Agreements with Tower Square Securities, Inc. ("Tower Square"). Tower Square,
whose principal business address is One Tower Square, Hartford, Connecticut,
serves as the principal underwriter for the variable annuity insurance
contracts described herein. Tower Square is registered as a broker-dealer with
the SEC under the Securities Exchange Act of 1934, and is a member of the
National Association of Securities Dealers, Inc. ("NASD"). Tower Square is an
affiliate of the Company and an indirect wholly owned subsidiary of Travelers
Group Inc., and serves as principal underwriter pursuant to a Distribution and
Underwriting Agreement to which Accounts GIS and QB, the Company and Tower
Square are parties. No amounts have been or will be retained by Tower Square
for acting as principal underwriter for the Contracts.

Agents will be compensated for sales of the Contracts on a commission and
service fee basis. The compensation paid to said agents will not exceed 7% of
the payments made under the Contract. In addition, certain production,
persistency and managerial bonuses may be paid.

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

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. An annual statement in a prescribed form must be filed
with that Commissioner on or before March 1 in each year covering the
operations of the Company for the preceding year and its financial condition on
December 31 of such year. Its 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 by the National Association of
Insurance Commissioners ("NAIC") at least once in every four years.

In addition, the Company is subject to the insurance laws and regulations of
the other states in which it is licensed to operate. Generally, the insurance
departments of the states apply the laws of the jurisdiction of domicile in
determining the field of permissible investments.

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the Separate
Accounts.

Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Variable Annuity contracts described in this Prospectus
and 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 Life and Annuities Division of the Company.

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APPENDIX A

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

Description of The Travelers and the Separate Accounts

The Insurance Company

The Separate Accounts

Investment Objectives and Policies

The Travelers Growth and Income Stock Account for Variable Annuities

The Travelers Quality Bond Account for Variable Annuities

Description of Certain Types of Investments and Investment Techniques
Available to the Separate Accounts

Writing Covered Call Options

Buying Put and Call Options

Futures Contracts

Money Market Instruments

Investment Management and Advisory Services

Advisory Fees

TIMCO

TAMIC

Valuation of Assets

Management

The Board of Managers

Distribution and Management Services

Securities Custodian

Independent Accountants

Financial Statements

- ------------------------------------------------------------------------------
COPIES OF THE SAI DATED MAY 1, 1997 (FORM NO. L11895S), ARE AVAILABLE WITHOUT
CHARGE. TO REQUEST A COPY, PLEASE CLIP THIS COUPON ON THE DOTTED LINE ABOVE,
ENTER YOUR NAME AND ADDRESS IN THE SPACES PROVIDED BELOW, AND MAIL TO: THE
TRAVELERS INSURANCE COMPANY, ANNUITY SERVICES, ONE TOWER SQUARE, HARTFORD,
CONNECTICUT 06183-5030.

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

17
<PAGE> 116

THIS PAGE INTENTIONALLY LEFT BLANK.

18
<PAGE> 117

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES

AND

THE TRAVELERS QUALITY BOND ACCOUNT
FOR VARIABLE ANNUITIES

INDIVIDUAL VARIABLE ANNUITY CONTRACTS

Issued By

THE TRAVELERS INSURANCE COMPANY

Individual Purchases

L-11895 TIC Ed. 5-97
Printed in U.S.A.
<PAGE> 118

PART B

INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

<PAGE> 119

UNIVERSAL ANNUITY

STATEMENT OF ADDITIONAL INFORMATION: MAY 1, 1997

- --------------------------------------------------------------------------------
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
THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
- --------------------------------------------------------------------------------

VARIABLE ANNUITY CONTRACTS ISSUED BY
THE TRAVELERS INSURANCE COMPANY

This Statement of Additional Information is not a prospectus but
relates to, and should be read in conjunction with, the Prospectus dated May 1,
1997. A copy of the Prospectus may be obtained by writing to The Travelers
Insurance Company (the "Company"), Annuity Services, One Tower Square,
Hartford, Connecticut 06183-5030, or by calling 1-800-842-9368. This Statement
of Additional Information should be read in conjuction with the accompanying
1996 Annual Report for the Separate Accounts.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
DESCRIPTION OF THE TRAVELERS INSURANCE COMPANY AND
THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Travelers Growth and Income Stock Account for Variable Annuities . . . . . . . . . 3
The Travelers Timed Growth and Income Stock Account for Variable Annuities . . . . . . 3
The Travelers Timed Aggressive Stock Account for Variable Annuities . . . . . . . . . . 5
The Travelers Quality Bond Account for Variable Annuities . . . . . . . . . . . . . . . 6
The Travelers Timed Bond Account for Variable Annuities . . . . . . . . . . . . . . . . 7
The Travelers Money Market Account for Variable Annuities . . . . . . . . . . . . . . . 9
The Travelers Timed Short-Term Bond Account for Variable Annuities . . . . . . . . . . 10
DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT TECHNIQUES
AVAILABLE TO THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
WRITING COVERED CALL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
BUYING PUT AND CALL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
FUTURES CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
MONEY MARKET INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
INVESTMENT MANAGEMENT AND ADVISORY SERVICES . . . . . . . . . . . . . . . . . . . . . . . 18
Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
TIMCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
TAMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
VALUATION OF SEPARATE ACCOUNT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . 22
NET INVESTMENT FACTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
PERFORMANCE DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Yield Quotations of Account MM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Average Annual Total Return Quotations of Accounts GIS, QB, MM, TGIS, TSB, TAS, TB
and Fund U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
THE BOARD OF MANAGERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
DISTRIBUTION AND MANAGEMENT SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECURITIES CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>
<PAGE> 120
DESCRIPTION OF THE TRAVELERS INSURANCE COMPANY
AND THE SEPARATE ACCOUNTS

THE INSURANCE COMPANY

The Travelers Insurance Company (the "Company") is a stock insurance
company chartered in 1864 in Connecticut and continuously engaged in the
insurance business since that time. The Company is a wholly owned subsidiary
of The Travelers Insurance Group, Inc., a holding company which is an indirect
wholly owned subsidiary of Travelers Group Inc., a financial services holding
company. The Company's Home Office is located at One Tower Square, Hartford,
Connecticut 06183.

THE SEPARATE ACCOUNTS

Each of the Separate Accounts available under the variable annuity
contracts described in this Statement of Additional Information meets the
definition of a separate account under federal securities laws, and will comply
with the provisions of the Investment Company Act of 1940, as amended (the
"1940 Act"). Additionally, the operations of each of the Separate Accounts are
subject to the provisions of Section 38a-433 of the Connecticut General
Statutes which authorize the Connecticut Insurance Commissioner to adopt
regulations under it. The Section contains no restrictions on investments of
the Separate Accounts, and the Commissioner has adopted no regulations under
the Section that affect the Separate Accounts.

INVESTMENT RESTRICTIONS

The Separate Accounts described below each have different investment
objectives and policies, as discussed in the Prospectus under "The Managed
Separate Accounts" on page 24. Each Managed Separate Account has certain
fundamental investment restrictions which are set forth below. Neither the
investment objective nor the fundamental investment restrictions can be changed
without a vote of a majority of the outstanding voting securities of the
Accounts, as defined in the 1940 Act. Additionally, in accomplishing their
respective investment objectives, each Account uses certain types of
investments and investment techniques which are discussed under "Description of
Certain Types of Investments and Investment Techniques Available to the
Separate Accounts."

The percentage restrictions (for either fundamental investment
policies or investment restrictions) are interpreted such that if they are
adhered to at the time of investment, a later increase in a percentage beyond
the specified limit resulting from a change in the values of portfolio
securities or in the amount of net assets shall not be considered a violation.
It must be recognized that there are risks inherent in the ownership of any
investment and that there can be no assurance that the investment objectives of
the Separate Accounts will be achieved.

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions for Accounts GIS and TGIS, as set forth
below, are identical, except where indicated. The investment restrictions set
forth in items 1 through 9 are fundamental and may not be changed without a
vote of a majority of the outstanding voting securities of Account GIS or
Account TGIS, as defined in the 1940 Act. Items 10 through 13 may be changed
by a vote of the Board of Managers of Account GIS or Account TGIS.

1. Not more than 5% of the assets of the Account will be invested in
the securities of any one issuer, except obligations of the United
States Government and its instrumentalities.

<PAGE> 121
2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that such
borrowings will not exceed 5% of the value of the assets of
Account GIS, or 10% of the value of the assets of Account TGIS,
and that immediately after the borrowing, and at all times
thereafter, and while any such borrowing is unrepaid, there will
be asset coverage of at least 300% for all borrowings of the
Account.

3. Securities of other issuers will not be underwritten, except that
the Account could be deemed an underwriter when engaged in the
sale of restricted securities. (See item 13.)

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established
market.

5. No purchase of commodities or commodity contracts will be made,
except transactions involving financial futures in order to limit
transaction and borrowing costs and for hedging purposes, as
discussed above.

6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures or other evidences of
indebtedness of a type customarily purchased by institutional
investors. (See item 13.)

7. Investments will not be made in the securities of a company for
the purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer will
be acquired. (It is the present practice of the Account not to
exceed 5% of the voting securities of any one issuer.)

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for short-term
credits which are necessary for the clearance of transactions, and
for the placement of not more than 5% of its net asset value in
total margin deposits for positions in futures contracts.

12. The Account will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

13. Not more than 5% of the value of the assets of the Account may be
invested in restricted securities (securities which may not be
publicly offered without registration under the Securities Act of
1933).

Changes in the investments of Accounts GIS and TGIS may be made from
time to time to take into account changes in the outlook for particular
industries or companies. The Accounts' investments will not, however, be
concentrated in any one industry; that is, no more than 25% of the value of
their assets will be invested in any one industry. While Accounts GIS and TGIS
may occasionally invest in foreign securities, it is not anticipated that such
investments will, at any time, account for more than 10% of their investment
portfolios.

The assets of Accounts GIS and TGIS will be kept fully invested,
except that (a) sufficient cash may be kept on hand to provide for variable
annuity contract obligations, and (b) reasonable amounts of cash, United States
Government or other liquid securities, such as short-term bills and notes, may
be held for limited periods, pending investment in accordance with their
respective investment policies.

PORTFOLIO TURNOVER

Although Accounts GIS and TGIS intend to purchase securities for
long-term appreciation of capital and income, and do not intend to place
emphasis on obtaining short-term trading profits, such short-term trading may

3
<PAGE> 122

occur. A higher turnover rate should not be interpreted as indicating a
variation from the stated investment policy of seeking long-term accumulation
of capital, and will normally increase the brokerage costs of Accounts GIS and
TGIS. However, negotiated fees and the use of futures contracts will help to
reduce brokerage costs. While there is no restriction on portfolio turnover,
Account GIS expects to have a moderate to high level of portfolio turnover in
the range of 150% to 300%, and Account TGIS expects that its portfolio turnover
will be higher than normal since the Account is being timed by third party
investment advisory services. The portfolio turnover rate for Account GIS for
the years ended December 31, 1994, 1995 and 1996 was 103%, 96% and ____%,
respectively. The portfolio turnover rate for Account TGIS for the years ended
December 31, 1994, 1995 and 1996 was 19%, 79% and ____%, respectively.

THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions set forth below are fundamental and may
not be changed without a vote of a majority of the outstanding voting
securities of Account TAS, as defined in the 1940 Act. Account TAS may not:

1. invest more than 5% of its total assets, computed at market value,
in the securities of any one issuer;

2. invest in more than 10% of any class of securities of any one
issuer;

3. invest more than 5% of the value of its total assets in companies
which have been in operation for less than three years;

4. borrow money, except to facilitate redemptions or for emergency or
extraordinary purposes and then only from banks and in amounts of
up to 10% of its gross assets computed at cost; while outstanding,
a borrowing may not exceed one-third of the value of its net
assets, including the amount borrowed; Account TAS has no
intention of attempting to increase its net income by means of
borrowing and all borrowings will be repaid before additional
investments are made; assets pledged to secure borrowings shall be
no more than the lesser of the amount borrowed or 10% of the gross
assets of Account TAS computed at cost;

5. underwrite securities, except that Account TAS may purchase
securities from issuers thereof or others and dispose of such
securities in a manner consistent with its other investment
policies; in the disposition of restricted securities the Account
may be deemed to be an underwriter, as defined in the Securities
Act of 1933 (the "1933 Act");

6. purchase real estate or interests in real estate, except through
the purchase of securities of a type commonly purchased by
financial institutions which do not include direct interest in
real estate or mortgages, or commodities or commodity contracts,
except transactions involving financial futures in order to limit
transaction and borrowing costs and for hedging purposes as
described above;

7. invest for the primary purpose of control or management;

8. make margin purchases or short sales of securities, except for
short-term credits which are necessary for the clearance of
transactions, and to place not more than 5% of its net asset value
in total margin deposits for positions in futures contracts;

9. make loans, except that Account TAS may purchase money market
securities, enter into repurchase agreements, buy publicly and
privately distributed debt securities and lend limited amounts of
its portfolio securities to broker- dealers; all such investments
must be consistent with the Account's investment objective and
policies;

4
<PAGE> 123
10. invest more than 25% of its total assets in the securities of
issuers in any single industry;

12. invest in interests in oil, gas or other mineral exploration or
development programs; or

13. invest more than 5% of its net assets in warrants, valued at the
lower of cost or market; warrants acquired by the Account in units
or attached to securities will be deemed to be without value with
regard to this restriction. Account TAS is subject to
restrictions in the sale of portfolio securities to, and in its
purchase or retention of securities of, companies in which the
management personnel of The Travelers Investment Management
Company ("TIMCO") have a substantial interest.

Account TAS may make investments in an amount of up to 10% of the
value of its net assets in restricted securities which may not be publicly sold
without registration under the 1933 Act. In most instances such securities are
traded at a discount from the market value of unrestricted securities of the
same issuer until the restriction is eliminated. If and when Account TAS sells
such portfolio securities, it may be deemed an underwriter, as such term is
defined in the 1933 Act, with respect thereto, and registration of such
securities under the 1933 Act may be required. Account TAS will not bear the
expense of such registration. Account TAS intends to reach agreements with all
such issuers whereby they will pay all expenses of registration. In
determining securities subject to the 10% limitation, Account TAS will include,
in addition to restricted securities, repurchase agreements maturing in more
than seven days and other securities not having readily available market
quotations.

PORTFOLIO TURNOVER

Although Account TAS intends to invest in securities selected
primarily for prospective capital growth and does not intend to place emphasis
on obtaining short-term trading profits, such short-term trading may occur. A
high turnover rate should not be interpreted as indicating a variation from the
stated investment policy, and will normally increase Account TAS's brokerage
costs. While there is no restriction on portfolio turnover, Account TAS's
portfolio turnover rate may be high since the Account is being timed by third
party investment advisory services. The portfolio turnover rate for the years
ended December 31, 1994, 1995 and 1996 was 142%, 113% and ___%, respectively.

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions set forth in items 1 through 9 below are
fundamental and may not be changed without a vote of a majority of the
outstanding voting securities of Account QB, as defined in the 1940 Act. Items
10 through 13 may be changed by a vote of the Board of Managers of Account QB.

1. Not more than 15% of the value of the assets of Account QB will be
invested in the securities of any one issuer, except obligations
of the United States Government and its instrumentalities, for
which there is no limit.

2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that these
borrowings will not exceed 5% of the value of the assets of
Account QB and that immediately after the borrowing, and at all
times thereafter, and while any borrowing is unrepaid, there will
be asset coverage of at least 300% for all borrowings of Account
QB.

3. Securities of other issuers will not be underwritten, except that
Account QB could be deemed to be an underwriter when engaged in
the sale of restricted securities.

5
<PAGE> 124
4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established
market.

5. No purchase of commodities or commodity contracts will be made,
except transactions involving financial futures used as a hedge
against unanticipated changes in prevailing levels of interest
rates.

6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures and other evidences of
indebtedness of a type customarily purchased by institutional
investors.

7. Investments will not be made in the securities of a company for
the purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer will
be acquired.

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for any short-term
credits that are necessary for the clearance of transactions and
to place up to 5% of the value of its net assets in total margin
deposits for positions in futures contracts.

12. Account QB will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

13. The average period of maturity (or in the case of mortgage-backed
securities, the estimated average life of cash flows) of all fixed
interest debt instruments held by Account QB will not exceed five
years.

The investments of Account QB will not be concentrated in any one
industry; that is, no more than 25% of the value of its assets will be invested
in any one industry. There is no investment policy as to Account QB's
investment in foreign securities.

PORTFOLIO TURNOVER

Brokerage costs associated with short-term debt instruments are
significantly lower than those incurred on equity investments, and thus, a high
portfolio turnover rate would not adversely affect the brokerage costs of
Account QB to the same extent as high turnover in a separate account which
invests primarily in common stock. The portfolio turnover rate for Account QB
for the years ended December 31, 1994, 1995 and 1996 was 27%, 138% and ___%,
respectively.

THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions set forth below are fundamental and may
not be changed without a vote of a majority of the outstanding voting
securities of Account TB, as defined in the 1940 Act. Account TB may not:

1. invest more than 5% of its total assets, computed at market value,
in the securities of any one issuer (exclusive of securities of
the United States Government, its agencies or instrumentalities,
for which there is no limit);

2. invest in more than 10% of any class of securities of any one
issuer;

6
<PAGE> 125
3. invest more than 5% of the value of its total assets in companies
which have been in operation for less than three years;

4. borrow money, except to facilitate redemptions or for emergency or
extraordinary purposes and then only from banks and in amounts of
up to 10% of its gross assets computed at cost; while outstanding
according to the 1940 Act, a borrowing may not exceed one-third of
the value of the net assets, including the amount borrowed;
Account TB has no intention of attempting to increase its net
income by borrowing and all borrowings will be repaid before
additional investments are made; assets pledged to secure
borrowings shall be no more than the lesser of the amount borrowed
or 10% of the gross assets computed at cost;

5. underwrite securities, except that Account TB may purchase
securities from issuers thereof or others and dispose of such
securities in a manner consistent with its other investment
policies; in the disposition of restricted securities Account TB
may be deemed to be an underwriter, as defined in the 1933 Act;

6. purchase real estate or interests in real estate, except through
the purchase of securities of a type commonly purchased by
financial institutions which do not include direct interest in
real estate or mortgages, or commodities or commodity contracts,
except transactions involving financial futures in order to limit
transactions and borrowing costs and for hedging purposes as
discussed above;

7. invest for the primary purpose of control or management;

9. make loans, except that Account TB may purchase money market
securities, enter into repurchase agreements, buy publicly and
privately distributed debt securities and lend limited amounts of
its portfolio securities to brokers-dealers; all such investments
must be consistent with the investment objective and policies;

10. invest more than 25% of its total assets in the securities of
issuers in any single industry (exclusive of securities of the
United States government, its agencies or instrumentalities, for
which there is no limit); or

11. purchase the securities of any other investment company, except in
the open market and at customary brokerage rates and in no event
more than 3% of the voting securities of any investment company.
When consistent with its investment objectives, Account TB may
purchase securities of brokers, dealers, underwriters or
investment advisers. Account TB is subject to restrictions in the
sale of portfolio securities to, and in its purchase or retention
of securities of, companies in which the management personnel of
Travelers Asset Management International Corporation ("TAMIC")
have a substantial interest.

PORTFOLIO TURNOVER

Brokerage costs associated with debt instruments are significantly
lower than those incurred on equity investments, and thus, a high portfolio
turnover rate would not adversely affect the brokerage costs of Account TB to
the same extent as high turnover in a separate account which invests primarily
in common stock. While there is no restriction on portfolio turnover, Account
TB's turnover rate may be high since the Account is being timed by third party
investment advisory services. The portfolio turnover rate for Account TB for
the years ended December 31, 1994, 1995 and 1996 was 0%, 117% and ___%,
respectively.

7
<PAGE> 126
THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

In keeping with the objective of obtaining the highest possible
current income consistent with a high degree of liquidity and preservation of
capital, Account MM operates under the following restrictions, which
restrictions are fundamental and may not be changed without a vote of a
majority of the outstanding voting securities of Account MM, as defined in the
1940 Act. Account MM may not:

1. purchase any security which has a maturity date more than one year
from the date of the Account's purchase;

2. invest more than 25% of its assets in the securities of issuers in
any single industry (exclusive of securities issued by domestic
banks and savings and loan associations, or securities issued or
guaranteed by the United States Government, its agencies,
authorities or instrumentalities). Neither all finance companies,
as a group, nor all utility companies, as a group, are considered
a single industry for the purpose of restriction;

3. invest more than 10% of its assets in the securities of any one
issuer, including repurchase agreements with any one bank or
dealer (exclusive of securities issued or guaranteed by the United
States Government, its agencies or instrumentalities);

4. acquire more than 10% of the outstanding securities of any one
issuer (exclusive of securities issued or guaranteed by the United
States Government, its agencies or instrumentalities); however, in
accordance with Rule 2a-7 of the 1940 Act, to which the Account is
subject, the Account will not invest more than 5% of its assets in
the securities of any one issuer (other than securities issued or
guaranteed by the United States Government or its
instrumentalities);

5. borrow money, except from banks on a temporary basis in an
aggregate amount not to exceed one-third of the Account's assets
(including the amount borrowed); the borrowings may be used
exclusively to facilitate the orderly maturation and sale of
portfolio securities during any periods of abnormally heavy
redemption requests, if they should occur; such borrowings may not
be used to purchase investments and the Account will not purchase
any investment while any such borrowing exists; immediately after
the borrowing, and at all times thereafter while any borrowing is
unrepaid, there will be asset coverage of at least 300% for all
borrowings of the Account;

6. pledge, hypothecate or in any manner transfer, as security for
indebtedness, any securities owned or held by the Account, except
as may be necessary in connection with any borrowing mentioned
above and in an aggregate amount not to exceed 5% of the Account's
assets;

7. make loans, provided that the Account may purchase money market
securities and enter into repurchase agreements;

8. (a) make investments for the purpose of exercising control; (b)
purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or
reorganization; (c) invest in real estate (other than money market
securities secured by real estate or interests therein, or money
market securities issued by companies which invest in real estate
or interests therein), commodities or commodity contracts,
interests in oil, gas or other mineral exploration or other
development programs; (d) purchase any securities on margin; (e)
make short sales of securities or maintain a short position or
write, purchase or sell puts, calls, straddles, spreads or
combinations thereof; (f) invest in securities of issuers (other
than agencies, authorities or instrumentalities of the United
States Government) having a record, together with predecessors, of
less than three years of continuous operation if more than 5% of
the Account's assets would be invested in such securities; (g)
purchase or retain securities of any issuer if the officers and
directors of the investment adviser who individually own more than
0.5% of the outstanding securities of such issuer together own
more than 5% of the securities of such issuer; or (h) act as an
underwriter of securities;

8
<PAGE> 127
9. invest in securities which under the 1933 Act or other securities
laws cannot be readily disposed of with registration or which are
otherwise not readily marketable at the time of purchase,
including repurchase agreements that mature in more than seven
days, if as a result more than 10% of the value of the Account's
assets is invested in these securities. At present, the Account
has no investments in these securities and has no present
expectation of purchasing any, although it may in the future; and

10. issue senior securities.

PORTFOLIO TURNOVER

A portfolio turnover rate is not applicable to Account MM which
invests only in money market instruments.

THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

In keeping with the objective of obtaining the highest possible
current income consistent with a high degree of liquidity and preservation of
capital, Account TSB operates under the following restrictions, which
restrictions are fundamental and may not be changed without a vote of a
majority of the outstanding voting securities of Account TSB, as defined in the
1940 Act. Account TSB may not:

1. purchase any security which has a maturity date more than three
years from the date such security was purchased;

2. invest more than 25% of its assets in the securities of issuers in
any single industry (exclusive of securities issued by domestic
banks and savings and loan associations, or securities issued or
guaranteed by the United States Government, its agencies,
authorities or instrumentalities); neither all finance companies,
as a group, nor all utility companies, as a group, are considered
a single industry for the purpose of restriction;

4. acquire more than 10% of the outstanding securities of any one
issuer (exclusive of securities issued or guaranteed by the United
States Government, its agencies or instrumentalities);

7. make loans, provided that the Account may purchase money market
securities and enter into repurchase agreements;

9
<PAGE> 128
8. (a) make investments for the purpose of exercising control; (b)
purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or
reorganization; (c) invest in real estate (other than money market
securities secured by real estate or interests therein, or money
market securities issued by companies which invest in real estate
or interests therein), commodities or commodity contracts,
interests in oil, gas or other mineral exploration or other
development programs; (d) purchase any securities on margin; (e)
make short sales of securities or maintain a short position or
write, purchase or sell puts, calls, straddles, spreads or
combinations thereof; (f) invest in securities of issuers (other
than agencies, authorities or instrumentalities of the United
States Government) having a record, together with predecessors, of
less than three years of continuous operation if more than 5% of
the Account's assets would be invested in such securities; (g)
purchase or retain securities of any issuer if the officers and
directors of the investment adviser who individually own more than
0.5% of the outstanding securities of such issuer together own
more than 5% of the securities of such issuer; or (h) act as an
underwriter of securities;

9. invest in securities which under the 1933 Act or other securities
laws cannot be readily disposed of with registration or which are
otherwise not readily marketable at the time of purchase,
including repurchase agreements that mature in more than seven
days, if as a result more than 10% of the value of the Account's
assets is invested in these securities. At present, the Account
has no investments in these securities and has no present
expectation of purchasing any, although it may in the future; and

10. issue senior securities.

PORTFOLIO TURNOVER

Brokerage costs associated with short-term debt instruments are
significantly lower than those incurred on equity investments, and thus, a high
portfolio turnover rate would not adversely affect the brokerage costs of
Account TSB to the same extent as high turnover in a separate account which
invests primarily in common stock. While there is no restriction on portfolio
turnover, Account TSB's turnover rate may be high since the Account is being
timed by third party investment advisory services.

A portfolio turnover rate is not applicable to Account TSB which invests only
in short-term instruments.

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNTS

WRITING COVERED CALL OPTIONS

Accounts GIS, TGIS, TAS and TB may write covered call options on
portfolio securities for which call options are available and which are listed
on a national securities exchange. These call options generally will be
short-term contracts with a duration of nine months or less.

The Accounts will write only "covered" call options, that is, they
will own the underlying securities which are acceptable for escrow when they
write the call option and until the obligation to sell the underlying security
is extinguished by exercise or expiration of the call option, or until a call
option covering the same underlying security and having the same exercise price
and expiration date is purchased. The Accounts will receive a premium for
writing a call option, but give up, until the expiration date, the opportunity
to profit from an increase in the underlying security's price above the
exercise price. The Accounts will retain the risk of loss from a decrease in
the price of the underlying security. Writing covered call options is a
conservative investment technique which is believed to involve relatively
little risk, but which is capable of enhancing an Account's total returns.

The premium received for writing a covered call option will be
recorded as a liability in each Account's Statement of Assets and Liabilities.
This liability will be adjusted daily to the option's current market value,
which

10
<PAGE> 129
will be the latest sale price at the close of the New York Stock Exchange, or,
in the absence of such sale, at the latest bid quotation. The liability will
be extinguished upon expiration of the option, the purchase of an identical
option in a closing transaction, or delivery of the underlying security upon
exercise of the option.

The Options Clearing Corporation is the issuer of, and the obligor on,
the covered call options written by the Accounts. In order to secure an
obligation to deliver to the Options Clearing Corporation the underlying
security of a covered call option, the Accounts will be required to make escrow
arrangements.

In instances where the Accounts believe it is appropriate to close a
covered call option, they can close out the previously written call option by
purchasing a call option on the same underlying security with the same exercise
price and expiration date. The Accounts may also, under certain circumstances,
be able to transfer a previously written call option.

A previously written call option can be closed out by purchasing an
identical call option only on a national securities exchange which provides a
secondary market in the call option. There is no assurance that a liquid
secondary market will exist for a particular call option at such time. If the
Accounts cannot effect a closing transaction, they will not be able to sell the
underlying security while the previously written option remains outstanding,
even though it might otherwise be advantageous to do so.

If a substantial number of the call options are exercised, the
Accounts' rates of portfolio turnover may exceed historical levels. This would
result in higher brokerage commissions in connection with the writing of
covered call options and the purchase of call options to close out previously
written options. Such brokerage commissions are normally higher than those
applicable to purchases and sales of portfolio securities.

BUYING PUT AND CALL OPTIONS

Accounts GIS, TGIS and TAS may purchase put options on securities
held, or on futures contracts whose price volatility is expected to closely
match that of securities held, as a defensive measure to preserve contract
owners' capital when market conditions warrant. The Accounts may purchase call
options on specific securities, or on futures contracts whose price volatility
is expected to closely match that of securities, eligible for purchase by the
Accounts, in anticipation of or as a substitute for the purchase of the
securities themselves. These options may be listed on a national exchange or
executed "over-the-counter" with a broker-dealer as the counterparty. While
the investment advisers anticipate that the majority of option purchases and
sales will be executed on a national exchange, put or call options on specific
securities or for non-standard terms are likely to be executed directly with a
broker-dealer when it is advantageous to do so. Option contracts will be
short-term in nature, generally less than nine months.

The Accounts will pay a premium in exchange for the right to purchase
(call) or sell (put) a specific number of shares of an equity security or
futures contract at a specified price (the strike price) on or before the
expiration date of the options contract. In either case, each Account's risk
is limited to the option premium paid.

The Accounts may sell the put and call options prior to their
expiration and realize a gain or loss thereby. A call option will expire
worthless if the price of the related security is below the contract strike
price at the time of expiration; a put option will expire worthless if the
price of the related security is above the contract strike price at the time of
expiration.

Put and call options will be employed for bona fide hedging purposes
only. Liquid securities sufficient to fulfill the call option delivery
obligation will be identified and segregated in an account; deliverable
securities sufficient to fulfill the put option obligation will be similarly
identified and segregated. In the case of put options on futures contracts,
portfolio securities whose price volatility is expected to match that of the
underlying futures contract will be identified and segregated.

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FUTURES CONTRACTS

STOCK INDEX FUTURES

Accounts GIS, TGIS and TAS will invest in stock index futures. A
stock index futures contract provides for one party to take and the other to
make delivery of an amount of cash over the hedging period equal to a specified
amount times the difference between a stock index value at the close of the
last trading day of the contract or the selling price and the price at which
the futures contract is originally struck. The stock index assigns relative
values to the common stocks included in the index and reflects overall price
trends in the designated market for equity securities. Therefore, price
changes in a stock index futures contract reflect changes in the specified
index of equity securities on which the futures contract is based. Stock index
futures may also be used, to a limited extent, to hedge specific common stocks
with respect to market (systematic) risk (involving the market's assessment of
overall economic prospects) as distinguished from stock-specific risk
(involving the market's evaluation of the merits of the issuer of a particular
security). By establishing an appropriate "short" position in stock index
futures, the Accounts may seek to protect the value of their equity securities
against an overall decline in the market for equity securities. Alternatively,
in anticipation of a generally rising market, the Accounts can seek to avoid
losing the benefit of apparently low current prices by establishing a "long"
position in stock index futures and later liquidating that position as
particular equity securities are in fact acquired. None of the Accounts will
be a hedging fund; however, to the extent that any hedging strategies actually
employed are successful, the Accounts will be affected to a lesser degree by
adverse overall market price movements unrelated to the merits of specific
portfolio equity securities than would otherwise be the case. Gains and losses
on futures contracts employed as hedges for specific securities will normally
be offset by losses or gains, respectively, on the hedged security.

INTEREST RATE FUTURES

Accounts TGIS, TAS, QB and TB may purchase and sell futures contracts
on debt securities ("interest rate futures") to hedge against anticipated
changes in interest rates that might otherwise have an adverse effect upon the
value of an Account's debt securities. An interest rate futures contract is a
binding contractual commitment which, if held to maturity, will result in an
obligation to make or accept delivery, during a particular future month, of
debt securities having a standardized face value and rate of return.

By purchasing interest rate futures (assuming a "long" position) the
Accounts will be legally obligated to accept the future delivery of the
underlying security and pay the agreed price. This would be done, for example,
when the Account intends to purchase particular debt securities when it has the
necessary cash, but expects the rate of return available in the securities
markets at that time to be less favorable than rates currently available in the
futures markets. If the anticipated rise in the price of the debt securities
should occur (with its concurrent reduction in yield), the increased cost of
purchasing the securities will be offset, at least to some extent, by the rise
in the value of the futures position taken in anticipation of the securities
purchase.

By selling interest rate futures held by it, or interest rate futures
having characteristics similar to those held by it (assuming a "short"
position), the Account will be legally obligated to make the future delivery of
the security against payment of the agreed price. Such a position seeks to
hedge against an anticipated rise in interest rates that would adversely affect
the value of the Account's portfolio debt securities.

Open futures positions on debt securities will be valued at the most
recent settlement price, unless such price does not appear to the Board of
Managers to reflect the fair value of the contract, in which case the positions
will be valued at fair value determined in good faith by or under the direction
of the Board of Managers.

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FUTURES MARKETS AND REGULATIONS

When a futures contract is purchased, the Accounts will set aside, in
an identifiable manner, an amount of cash and cash equivalents equal to the
total market value of the futures contract, less the amount of the initial
margin. The Accounts will incur brokerage fees in connection with their
futures transactions, and will be required to deposit and maintain funds with
brokers as margin to guarantee performance of future obligations.

Positions taken in the futures markets are not normally held to
maturity, but instead are liquidated through offsetting transactions which may
result in a profit or a loss. Closing out an open futures contract sale or
purchase is effected by entering into an offsetting futures contract purchase
or sale, respectively, for the same aggregate amount of the stock index or
interest rate futures contract and the same delivery date. If the offsetting
purchase price is less than the original sale price, the Accounts realize a
gain; if it is more, the Accounts realize a loss. Conversely, if the offsetting
sale price is more than the original purchase price, the Accounts realize a
gain; if less, a loss. While futures positions taken by the Accounts will
usually be liquidated in this manner, the Accounts may instead make or take
delivery of the underlying securities whenever it appears economically
advantageous for them to do so. In determining gain or loss, transaction costs
must also be taken into account. There can be no assurance that the Accounts
will be able to enter into an offsetting transaction with respect to a
particular contract at a particular time.

A clearing corporation associated with the exchange on which futures
are traded guarantees that the sale and purchase obligations will be performed
with regard to all positions that remain open at the termination of the
contract.

All stock index and interest rate futures will be traded on exchanges
that are licensed and regulated by the Commodity Futures Trading Commission
("CFTC"). Stock index futures are currently traded on the New York Futures
Exchange and the Chicago Mercantile Exchange. Interest rate futures are
actively traded on the Chicago Board of Trade and the International Monetary
Market at the Chicago Mercantile Exchange.

The investment advisers do not believe any of the Accounts to be a
"commodity pool" as defined under the Commodity Exchange Act. The Accounts
will only enter into futures contracts for bona fide hedging or other
appropriate risk management purposes as permitted by CFTC regulations and
interpretations, and subject to the requirements of the Securities and Exchange
Commission. The Accounts will not purchase or sell futures contracts for which
the aggregate initial margin exceeds five percent (5%) of the fair market value
of their individual assets, after taking into account unrealized profits and
unrealized losses on any such contracts which they have entered into. The
Accounts will further seek to assure that fluctuations in the price of any
futures contracts that they use for hedging purposes will be substantially
related to fluctuations in the price of the securities which they hold or which
they expect to purchase, although there can be no assurance that the expected
result will be achieved.

As evidence of their hedging intent, the Accounts expect that on
seventy-five percent (75%) or more of the occasions on which they purchase a
long futures contract, they will effect the purchase of securities in the cash
market or take delivery at the close of a futures position. In particular
cases, however, when it is economically advantageous, a long futures position
may be terminated without the corresponding purchase of securities.

SPECIAL RISKS

While certain futures contracts may be purchased and sold to reduce
certain risks, these transactions may entail other risks. Thus, while the
Accounts may benefit from the use of such futures, unanticipated changes in
stock price movements or interest rates may result in a poorer overall
performance for the Account than if it had not entered into such futures
contracts. Moreover, in the event of an imperfect correlation between the
futures position and the portfolio position which is intended to be protected,
the desired protection may not be obtained and the Accounts may be exposed to
risk of loss. The investment advisers will attempt to reduce this risk by
engaging in futures transactions, to the extent possible, where, in their
judgment, there is a significant correlation between changes in the prices of
the futures contracts and the prices of any portfolio securities sought to be
hedged.

In addition to the possibility that there may be a less than perfect
correlation between movements in the futures contracts and securities in the
portfolio being hedged, the prices of futures contracts may not correlate
perfectly with movements in the underlying security due to certain market
distortions. First, rather than meeting variation

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<PAGE> 132
margin deposit requirements should a futures contract value move adversely,
investors may close futures contracts through offsetting transactions which
could distort the normal relationship between the index and futures markets.
Second, since margin requirements in the futures market are less onerous than
in the securities market, the futures market may attract more speculators than
the securities market. Increased participation by speculators may cause
temporary price distortions. Due to the possibility of such price distortion,
and also because of the imperfect correlation discussed above, even a correct
forecast of general market trends by the investment advisers may not result in
a successful hedging transaction in the futures market over a short time
period. However, as is noted above, the use of financial futures by the
Accounts is intended primarily to limit transaction and borrowing costs. At no
time will the Accounts use financial futures for speculative purposes.

Successful use of futures contracts for hedging purposes is also
subject to the investment advisers' ability to predict correctly movements in
the direction of the market. However, the investment advisers believe that
over time the value of the Accounts' portfolios will tend to move in the same
direction as the market indices which are intended to correlate to the price
movements of the portfolio securities sought to be hedged.

MONEY MARKET INSTRUMENTS

Money market securities are instruments with remaining maturities of
one year or less, such as bank certificates of deposit, bankers' acceptances,
commercial paper (including master demand notes), and obligations issued or
guaranteed by the United States Government, its agencies or instrumentalities,
some of which may be subject to repurchase agreements.

CERTIFICATES OF DEPOSIT

Certificates of deposit are receipts issued by a bank in exchange for
the deposit of funds. The issuer agrees to pay the amount deposited plus
interest to the bearer of the receipt on the date specified on the certificate.
The certificate usually can be traded in the secondary market prior to
maturity.

Certificates of deposit will be limited to U.S. dollar-denominated
certificates of United States banks which have at least $1 billion in deposits
as of the date of their most recently published financial statements (including
foreign branches of U.S. banks, U.S. branches of foreign banks which are
members of the Federal Reserve System or the Federal Deposit Insurance
Corporation).

The Accounts will not acquire time deposits or obligations issued by
the International Bank for Reconstruction and Development, the Asian
Development Bank or the Inter-American Development Bank. Additionally, the
Accounts do not currently intend to purchase such foreign securities (except to
the extent that certificates of deposit of foreign branches of U.S. banks may
be deemed foreign securities) or purchase certificates of deposit, bankers'
acceptances or other similar obligations issued by foreign banks.
Additionally, Account TSB invests in Euro Certificates of Deposit issued by
banks outside of the United States, with interest and principal paid in U.S.
dollars.

BANKERS' ACCEPTANCES

Bankers' acceptances typically arise from short-term credit
arrangements designed to enable businesses to obtain funds to finance
commercial transactions. Generally, an acceptance is a time draft drawn on a
bank by an exporter or an importer to obtain a stated amount of funds to pay
for specific merchandise. The draft is then "accepted" by the bank which, in
effect, unconditionally guarantees to pay the face value of the instrument on
its maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be
as long as 270 days, most acceptances have maturities of six months or less.
Bankers' acceptances acquired by Accounts MM or TSB must have been accepted by
U.S. commercial banks, including foreign branches of U.S. commercial banks,
having total deposits at the time of purchase in excess of $1 billion, and must
be payable in U.S. dollars.

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COMMERCIAL PAPER RATINGS

Investments in commercial paper are limited to those rated A-1 by
Standard & Poor's Corporation and Prime-1 by Moody's Investors Service, Inc.
Commercial paper rated A-1 by S&P has the following characteristics: (1)
liquidity ratios are adequate to meet cash requirements; (2) the issuer's
long-term senior debt is rated "A" or better, although in some cases "BBB"
credits may be allowed; (3) the issuer has access to at least two additional
channels of borrowing; (4) basic earnings and cash flow have an upward trend
with allowances made for unusual circumstances; and (5) the issuer's industry
is typically well established and the issuer has a strong position within the
industry.

The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings are the
following: (1) evaluating the management of the issuer; (2) economic evaluation
of the issuer's industry or industries and an appraisal of speculative-type
risks which may be inherent in certain areas; (3) evaluation of the issuer's
products in relation to competition and customer acceptance; (4) liquidity; (5)
amount and quality of long-term debt; (6) trend of earnings over a period of
ten years; (7) financial strength of a parent company and the relationship
which exists with the issuer; and (8) recognition by the management of
obligations which may be present or may arise as a result of public
preparations to meet such obligations. The relative strength or weakness of
the above factors determines how the issuer's commercial paper is rated within
various categories.

MASTER DEMAND NOTES

Master demand notes are unsecured obligations that permit the
investment of fluctuating amounts at varying rates of interest pursuant to
direct arrangements between the lender (issuer) and the borrower. Master
demand notes may permit daily fluctuations in the interest rate and daily
changes in the amounts borrowed. An Account has the right to increase the
amount under the note at any time up to the full amount provided by the note
agreement, or to decrease the amount, and the borrower may repay up to the full
amount of the note without penalty. Notes purchased by a separate account must
permit it to demand payment of principal and accrued interest at any time (on
not more than seven days notice) or to resell the note at any time to a third
party. Master demand notes may have maturities of more than one year, provided
they specify that (i) the account be entitled to payment of principal and
accrued interest upon not more than seven days notice, and (ii) the rate of
interest on such notes be adjusted automatically at periodic intervals which
normally will not exceed 31 days, but which may extend up to one year. Because
these types of notes are direct lending arrangements between the lender and the
borrower, such instruments are not normally traded, and there is no secondary
market for these notes, although they are redeemable and thus repayable by the
borrower at face value plus accrued interest at any time. Accordingly, the
right to redeem is dependent upon the ability of the borrower to pay principal
and interest on demand. In connection with master demand note arrangements,
the investment adviser considers earning power, cash flow, and other liquidity
ratios of the borrower to pay principal and interest on demand. These notes,
as such, are not typically rated by credit rating agencies. Unless they are so
rated, a separate account may invest in them only if at the time of an
investment the issuer meets the criteria set forth above for commercial paper.
The notes will be deemed to have a maturity equal to the longer of the period
remaining to the next interest rate adjustment or the demand notice period.

UNITED STATES GOVERNMENT SECURITIES

Securities issued or guaranteed by the United States Government
include a variety of Treasury securities that differ only in their interest
rates, maturities and dates of issuance. Treasury Bills have maturities of one
year or less, Treasury Notes have maturities of one to ten years, and Treasury
Bonds generally have maturities of greater than ten years at the date of
issuance.

Securities issued or guaranteed by the United States Government or its
agencies or instrumentalities include direct obligations of the United States
Treasury and securities issued or guaranteed by the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage
Association, General Services Administration, Central Bank for Cooperatives,
Federal Home Loan Banks, Federal Loan Mortgage Corporation, Federal
Intermediate Credit Banks, Federal Land Banks, Maritime Administration, The
Tennessee Valley Authority, District of Columbia Armory Board and Federal
National Mortgage Association.

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<PAGE> 134
Some obligations of United States Government agencies and
instrumentalities, such as Treasury Bills and Government National Mortgage
Association pass-through certificates, are supported by the full faith and
credit of the United States; others, such as securities of Federal Home Loan
Banks, are supported by the right of the issuer to borrow from the Treasury;
still others, such as bonds issued by the Federal National Mortgage
Association, a private corporation, are supported only by the credit of the
instrumentality. Because the United States Government is not obligated by law
to provide support to an instrumentality it sponsors, the Accounts will invest
in the securities issued by such an instrumentality only when the investment
advisers determine that the credit risk with respect to the instrumentality
does not make the securities unsuitable investments. United States Government
securities will not include international agencies or instrumentalities in
which the United States Government, its agencies or instrumentalities
participate, such as the World Bank, the Asian Development Bank or the
Inter-American Development Bank, or issues insured by the Federal Deposit
Insurance Corporation.

REPURCHASE AGREEMENTS

Interim cash balances may be invested from time to time in repurchase
agreements with approved counterparties. Approved counterparties are limited
to national banks or reporting broker-dealers meeting the Advisor's credit
quality standards as presenting minimal risk of default. All repurchase
transactions must be collateralized by U.S. Government securities with market
value no less than 102% of the amount of the transaction, including accrued
interest. Repurchase transactions generally mature the next business day but,
in the event of a transaction of longer maturity, collateral will be marked to
market daily and, when required, additional cash or qualifying collateral will
be required from the counterparty.

In executing a repurchase agreement, a portfolio purchases eligible
securities subject to the seller's simultaneous agreement to repurchase them on
a mutually agreed upon date and at a mutually agreed upon price. The purchase
and resale prices are negotiated with the counterparty on the basis of current
short-term interest rates, which may be more or less than the rate on the
securities collateralizing the transaction. Physical delivery or, in the case
of "book-entry" securities, segregation in the counterparty's account at the
Federal Reserve for the benefit of the Portfolio is required to establish a
perfected claim to the collateral for the term of the agreement in the event
the counterparty fails to fulfill its obligation.

As the securities collateralizing a repurchase transaction are
generally of longer maturity than the term of the transaction, in the event of
default by the counterparty on its obligation, the Portfolio would bear the
risks of delay, adverse market fluctuation and transaction costs in disposing
of the collateral.

FOREIGN BANK OBLIGATIONS

Accounts MM and TSB may invest in obligations of foreign branches of
U.S. banks or U.S. branches of foreign banks. The obligations of foreign
branches of United States banks may be general obligations of the parent bank
in addition to the issuing branch, or may be limited by the terms of a specific
obligation and by government regulation. Payment of interest and principal
upon these obligations may also be affected by governmental action in the
country of domicile of the branch (generally referred to as "sovereign risk").
In addition, evidences of ownership of such securities may be held outside the
United States and Accounts MM and TSB may be subject to the risks associated
with the holding of such property overseas. Various provisions of federal law
governing domestic branches do not apply to foreign branches of domestic banks.

Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by federal and state
regulation as well as by governmental action in the country in which the
foreign bank has its head office. In addition, there may be less publicly
available information about a United States branch of a foreign bank than about
a domestic bank.

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INVESTMENT MANAGEMENT AND ADVISORY SERVICES

The investments and administration of the separate accounts are under
the direction of the Board of Managers. The Travelers Investment Management
Company (TIMCO) furnishes investment management and advisory services to
Accounts GIS, TGIS, TSB and TAS according to the terms of written Investment
Advisory Agreements. The Investment Advisory Agreements between Account TGIS
and TIMCO and Account TSB and TIMCO, were each approved by a vote of the
variable annuity contract owners at their meeting held on April 23, 1993. The
Investment Advisory Agreement between Account GIS and TIMCO was approved by a
vote of the variable annuity contract owners at their meeting held on April 23,
1993, and amended effective May 1, 1994 by virtue of contract owner approval at
a meeting held on April 22, 1994. The Investment Advisory Agreement between
Account TAS and TIMCO was approved by a vote of the variable annuity contract
owners at their meeting held on April 23, 1993, and amended effective May 1,
1996 by virtue of contract owner approval at a meeting held on April 19, 1996.

Travelers Asset Management International Corporation (TAMIC) furnishes
investment management and advisory services to Accounts QB, MM and TB according
to the terms of written Investment Advisory Agreements. The Investment
Advisory Agreements between Account QB and TAMIC, Account MM and TAMIC, and
Account TB and TAMIC, were each approved by a vote of variable annuity contract
owners at their meeting held on April 23, 1993.

The agreements between Accounts GIS, TGIS, TSB and TAS and TIMCO, and
the agreements between Accounts QB, MM and TB and TAMIC, will all continue in
effect as described below in (3), as required by the 1940 Act. Each of the
agreements:

1. provides that for investment management and advisory services, the
Company will pay to TIMCO and TAMIC, on an annual basis, an
advisory fee based on the current value of the assets of the
accounts for which TIMCO and TAMIC act as investment advisers (see
"Advisory Fees" in the prospectus);

2. may not be terminated by TIMCO or TAMIC without the prior approval
of a new investment advisory agreement by those casting a majority
of the votes entitled to be cast and will be subject to
termination without the payment of any penalty, upon sixty days
written notice, by the Board of Managers or by a vote of those
casting a majority of the votes entitled to be cast;

3. will continue in effect for a period more than two years from the
date of its execution, only so long as its continuance is
specifically approved at least annually by a vote of a majority of
the Board of Managers, or by a vote of a majority of the
outstanding voting securities of the Accounts. In addition, and
in either event, the terms of the agreements must be approved
annually by a vote of a majority of the Board of Managers who are
not parties to, or interested persons of any party to, the
agreements, cast in person at a meeting called for the purpose of
voting on the approval and at which the Board of Managers has been
furnished the information that is reasonably necessary to evaluate
the terms of the agreements; and

4. will automatically terminate upon assignment.

ADVISORY FEES

The advisory fee for each Separate Account is described in the
prospectus.

The advisory fees paid to TIMCO by each of the Accounts during the
last three fiscal years were:

<TABLE>
<CAPTION>
ACCOUNT GIS ACCOUNT TSB ACCOUNT TGIS ACCOUNT TAS
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
1994 $ 1,368,700 $ 821,532 $ 322,065 $ 279,503
1995 $ 1,700,124 $ 444,029 $ 479,029 $ 215,616
1996 $ $ $ $
</TABLE>

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<PAGE> 136
The advisory fees paid to TAMIC by each of the Accounts during the
last three fiscal years were:

<TABLE>
<CAPTION>
ACCOUNT QB ACCOUNT MM ACCOUNT TB
<S> <C> <C> <C>
1994 $ 572,484 $ 262,326 $ 18,297
1995 $ 547,715 $ 254,985 $ 62,947
1996 $ $ $
</TABLE>

TIMCO

Investment decisions for Accounts GIS, TGIS, TSB and TAS will be made
independently from each other and from any other accounts that may be or become
managed by TIMCO. If, however, accounts managed by TIMCO are simultaneously
engaged in the purchase of the same security, then available securities may be
allocated to each account and may be averaged as to price in whatever manner
TIMCO deems to be fair. In some cases, this system might adversely affect the
price or volume of securities being bought or sold by an account, while in
other cases it may produce better executions or lower brokerage rates.

BROKERAGE

Subject to approval of the Board of Managers, and in accordance with
the Investment Advisory Agreements, TIMCO will place purchase and sale orders
for portfolio securities of the Accounts through brokerage firms which it may
select from time to time with the objective of seeking the best execution by
responsible brokerage firms at reasonably competitive rates. To the extent
consistent with this policy, certain brokerage transactions may be placed with
firms which provide brokerage and research services to TIMCO, and such
transactions may be paid for at higher rates than other firms would charge.
The term "brokerage and research services" includes advice as to the value of
securities; the advisability of investing in, purchasing or selling securities;
the availability of securities for purchasers or sellers of securities;
furnishing analyses and reports concerning issues, industries, securities,
economic factors and trends, portfolio strategy and performance of accounts;
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement). These brokerage and research
services may be utilized in providing investment advice to Accounts GIS, TGIS,
TSB and TAS, and may also be utilized in providing investment advice and
management to all accounts over which TIMCO exercises investment discretion,
but not all of such services will necessarily be utilized in providing
investment advice to all accounts. This practice may be expected to result in
greater cost to the Accounts than might otherwise be the case if brokers whose
charges were based on execution alone were used for such transactions. TIMCO
believes that brokers' research services are very important in providing
investment advice to the Accounts, but is unable to give the services a dollar
value. While research services are not expected to reduce the expenses of
TIMCO, TIMCO will, through the use of these services, avoid the additional
expenses which would be incurred if it should attempt to develop comparable
information through its own staff.

Transactions in the over-the-counter market are placed with the
principal market makers unless better price and execution may be obtained
otherwise. Brokerage fees will be incurred in connection with futures
transactions, and Accounts GIS, TGIS and TAS will be required to deposit and
maintain funds with brokers as margin to guarantee performance of future
obligations.

The overall reasonableness of brokerage commissions paid is evaluated
by personnel of TIMCO responsible for trading and managing the portfolios of
Accounts GIS, TGIS, TSB and TAS by comparing brokerage firms utilized by TIMCO
to other firms with respect to the following factors: the prices paid or
received in securities transactions, speed of execution and settlement, size
and difficulty of the brokerage transactions, the financial soundness of the
firms, and the quality, timeliness and quantity of research information and
reports.

The total brokerage commissions paid by Account GIS for the fiscal
years ended December 31, 1994, 1995 and 1996 were $991,682, $866,658 and $____,
respectively. For the fiscal year ended December 31, 1996, portfolio
transactions in the amount of $______ were directed to certain brokers because
of research services, of which $_____ was paid in commissions with respect to
these transactions. Commissions in the amount of $______ and $_____ were

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<PAGE> 137

paid to Smith Barney Inc. and The Robinson Humphrey Company, Inc.,
respectively, both affiliates of TIMCO, which equals, for each, _____% and
____% of Account GIS's aggregate brokerage commissions paid to such brokers
during 1996. The percentage of the Account GIS's aggregate dollar amount of
transactions involving the payment of commissions effected through Smith Barney
and Robinson Humphrey was ___% and___% respectively.

The total brokerage commissions paid by Account TGIS for the fiscal
years ended December 31, 1994, 1995 and 1996 were $40,276, $260,684 and $_____,
respectively. For the fiscal year ended December 31, 1996, portfolio
transactions in the amount of $_______ were directed to certain brokers because
of research services, of which $_____ was paid in commissions with respect to
these transactions. Commissions in the amount of $_____ and $____ were paid to
Smith Barney Inc. and The Robinson Humphrey Company, Inc., respectively, both
affiliates of TIMCO, which equals, for each, ____% and ____% of Account TGIS's
aggregate brokerage commissions paid to such brokers during 1996. The
percentage of the Account TGIS's aggregate dollar amount of transactions
involving the payment of commissions effected through Smith Barney and Robinson
Humphrey was ___% and ___% respectively.

The total brokerage commissions paid by Account TAS for the fiscal
years ended December 31, 1994, 1995 and 1996 were $458,081, $247,733 and $____,
respectively. For the fiscal year ended December 31, 1996, portfolio
transactions in the amount of $______ were directed to certain brokers because
of research services, of which $______ was paid in commissions with respect to
these transactions. Commissions in the amount of $____ and $____ were paid to
Smith Barney Inc. and The Robinson Humphrey Company, Inc., respectively, both
affiliates of TIMCO, which equals, for each, ____% and ____% of Account TAS's
aggregate brokerage commissions paid to such brokers during 1996. The
percentage of the Account TAS's aggregate dollar amount of transactions
involving the payment of commissions effected through Smith Barney and Robinson
Humphrey was ___% and ____%, respectively.

No formulas were used in placing portfolio transactions with brokers
which provided research services, and no specific amount of transactions was
allocated for research services.

TAMIC

Investment advice and management for TAMIC's clients (Accounts QB, MM
and TB) are furnished in accordance with their respective investment objectives
and policies and investment decisions for the Accounts will be made
independently from those of any other accounts managed by TAMIC. However,
securities owned by Accounts QB, MM or TB may also be owned by other clients
and it may occasionally develop that the same investment advice and decision
for more than one client is made at the same time. Furthermore, it may develop
that a particular security is bought or sold for only some clients even though
it might be held or bought or sold for other clients, or that a particular
security is bought for some clients when other clients are selling the
security. When two or more accounts are engaged in the purchase or sale of the
same security, the transactions are allocated as to amount in accordance with a
formula which is equitable to each account. It is recognized that in some
cases this system could have a detrimental effect on the price or volume of the
security as far as Accounts QB, MM or TB are concerned. In other cases,
however, it is believed that the ability of the accounts to participate in
volume transactions will produce better executions for the accounts.

BROKERAGE

19
<PAGE> 138
analyses and reports concerning issuers, industries, securities, economic
factors and trends, and other statistical and factual information. Any such
research and other statistical and factual information provided by brokers is
considered to be in addition to and not in lieu of services required to be
performed by TAMIC under its Investment Advisory Agreements. The cost, value
and specific application of such information are indeterminable and hence are
not practicably allocable among Accounts QB and TB and other clients of TAMIC
who may indirectly benefit from the availability of such information.
Similarly, Accounts QB and TB may indirectly benefit from information made
available as a result of transactions for such clients.

Purchases and sales of bonds and money market instruments will usually
be principal transactions and will normally be purchased directly from the
issuer or from the underwriter or market maker for the securities. There
usually will be no brokerage commissions paid for such purchases. Purchases
from the underwriters will include the underwriting commission or concession,
and purchases from dealers serving as market makers will include the spread
between the bid and asked prices. Where transactions are made in the
over-the-counter market, Accounts QB and TB will deal with primary market
makers unless more favorable prices are otherwise obtainable. Brokerage fees
will be incurred in connection with futures transactions, and Accounts QB and
TB will be required to deposit and maintain funds with brokers as margin to
guarantee performance of future obligations.

TAMIC may follow a policy of considering the sale of units of Account
QB and TB a factor in the selection of broker-dealers to execute portfolio
transactions, subject to the requirements of best execution described above.

The policy of TAMIC with respect to brokerage is and will be reviewed
by the Board of Managers periodically. Because of the possibility of further
regulatory developments affecting the securities exchanges and brokerage
practices generally, the foregoing practices may be changed, modified or
eliminated.

The total brokerage commissions paid by Account QB for the fiscal
years ended December 31, 1994, 1995 and 1996 were $82,390, $549,540 and $_____,
respectively. For the fiscal year ended December 31, 1996, no portfolio
transactions were directed to certain brokers because of research services.
Commissions in the amount of $______ and $_____ were paid to Shearson/American
Express and Smith Barney Inc., respectively, both affiliates of TIMCO, which
equals, for each, ___% and ____% of Account QB's aggregate brokerage
commissions paid to such brokers during 1996. The percentage of the Account
QB's aggregate dollar amount of transactions involving the payment of
commissions effected through Smith Barney and Robinson Humphrey was ____% and
____% respectively.

The total brokerage commissions paid by Account TB for the fiscal
years ended December 31, 1994, 1995 and 1996 were $46,680, $65,596 and
$_______, respectively. For the fiscal year ended December 31, 1996, no
portfolio transactions were directed to certain brokers because of research
services.

PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Board of Managers, TAMIC is
responsible for the investment decisions and the placement of orders for
portfolio transactions of Account MM. Portfolio transactions occur primarily
with issuers, underwriters or major dealers in money market instruments acting
as principals. Such transactions are normally on a net basis and do not
involve payment of brokerage commissions. The cost of securities purchased
from an underwriter usually includes a commission paid by the issuer to the
underwriter, and transactions with dealers normally reflect the spread between
the bid and asked prices. TAMIC seeks to obtain the best net price and most
favorable execution of orders for the purchase and sale of portfolio
securities.

VALUATION OF SEPARATE ACCOUNT ASSETS

The value of the assets of each Separate Account is determined on each
Valuation Date as of the close of the New York Stock Exchange. If the New York
Stock Exchange is not open for trading on any such day, then such computation
shall be made as of the normal 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 Valuation Date. If there has been no sale

20
<PAGE> 139
on that day, then the value of the security is taken to be the mean between the
reported bid and asked prices on the Valuation Date 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 Valuation
Date 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.

NET INVESTMENT FACTOR

The net investment factor is used to measure the investment
performance of an investment alternative from one Valuation Period to the next.
The net investment factor is determined by dividing (a) by (b) and adding (c)
to the result where:

(a) is the net result of the Valuation Period's investment income
(including, in the case of assets invested in an underlying mutual
fund, distributions whose ex-dividend date occurs during the
Valuation Period), PLUS capital gains and losses (whether realized
or unrealized), LESS any deduction for applicable taxes (presently
zero);

(b) is the value of the assets at the beginning of the Valuation
Period (or, in the case of assets invested in an underlying mutual
fund, value is based on the net asset value of the mutual fund);

(c) is the net result of 1.000, LESS the Valuation Period deduction
for the insurance charge, LESS the applicable deduction for the
investment advisory fee, and in the case of Accounts TGIS, TSB,
TAS and TB, LESS the applicable deduction for market timing fees
(the deduction for the investment advisory fee is not applicable
in the case of assets invested in an Underlying Fund, since the
fee is reflected in the net asset value of the fund).

The net investment factor may be more or less than one.

PERFORMANCE DATA

YIELD QUOTATIONS OF ACCOUNT MM

Yield quotations of Account MM are calculated using the base period
return for a seven-day period. The base period return is calculated using a
hypothetical pre-existing account having a balance of one accumulation unit at
the beginning of the period; base period return per accumulation unit is equal
to accrued interest on portfolio securities plus or minus amortized purchase
discount or premium less all accrued expenses for investment advisory fees and
mortality and expense guarantees, and less a pro rata portion of the contract
administrative charge (calculated in the manner described under "Average Annual
Total Return" below), divided by the accumulation unit value at the beginning
of the period. Realized capital gains or losses and unrealized appreciation or
depreciation of the portfolio are not included in the base period return, but
are included in accumulation unit values.

21
<PAGE> 140

Current yield is equal to the base period return multiplied by 365,
and the result divided by 7. The current yield for Account MM for the
seven-day period ended December 31, 1996 was _____%.

Effective yield, which includes the effects of compounding, is equal
to the sum of 1 plus the base period return, raised to a power equal to 365
divided by 7, minus 1. The effective yield for Account MM for the seven-day
period ended December 31, 1996 was _____%.

These quotations do not reflect a deduction for any applicable
surrender charge. If the surrender charge was included, yield and effective
yield would be reduced.

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS OF ACCOUNTS GIS, QB, MM, TGIS, TSB, TAS,
TB AND FUND U

STANDARDIZED METHOD. Quotations of average annual total return are
computed according to a formula in which a hypothetical initial investment of
$1,000 is applied to an Investment Alternative, and then related to ending
redeemable values over one-, five-and ten-year periods (or fractional portions
thereof). The 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 semiannual administrative charge ($15) 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 Statement of
Additional Information relates. Each quotation assumes a total redemption at
the end of each period with the assessment of any applicable surrender charge
at that time. For Underlying Funds that were in existence prior to the date
they became available under Fund U, average annual total return calculations
may include periods prior to their availability under Fund U. Such returns
will be calculated by adjusting the actual returns of the underlying funds to
reflect the charges that would have been assessed under Fund U had the
underlying fund been available under Fund U during that period. For Accounts
TGIS, TSB, TAS and TB, market timing fees are included in expenses in the
calculation of performance for periods on or after May 1, 1990, the date on
which the market timing fee became a charge against the daily assets of the
timed accounts. The performance for periods prior to May 1, 1990 does not
reflect the deduction of the market timing fee.

NONSTANDARDIZED METHOD. Accounts GIS, QB, MM, TGIS, TSB, TAS, TB and
Fund U may also show the percentage change in the value of an Accumulation Unit
based on the performance of the Account over a period of time, usually for the
calendar year-to-date, and for the past one- , three- , five- and seven-year
periods, determined by dividing the increase (decrease) in value for that unit
by the Accumulation Unit Value at the beginning of the period. This percentage
figure will reflect the deduction of any asset based charges under the
contracts, but will not reflect the deduction of the semiannual administrative
charge or surrender charge. The deduction of the semi-annual administrative
charge or surrender charge would reduce any percentage increase or make greater
any percentage decrease. For Underlying Funds that were in existence prior to
the date they became available under Fund U, the percentage change in the value
of an accumulation unit based on the performance of Fund U over a period of
time may include periods prior to their availability under Fund U. Such
returns will be calculated by adjusting the actual returns of the underlying
funds to reflect the charges that would have been assessed under Fund U had the
underlying fund been available under Fund U during that period.

TOTAL RETURN QUOTATIONS FOR TIMED ACCOUNTS. Because Accounts TGIS,
TSB, TAS and TB are primarily available to Contract Owners who have entered
into third party market timing services agreements, the Accounts may experience
wide fluctuations in assets over a given time period. Consequently,
performance data computed according to both the standardized and
nonstandardized methods for Accounts TGIS, TSB, TAS and TB may not always be
useful in evaluating the performance of these Accounts. In addition,
performance data for Accounts TGIS, TSB, TAS and TB alone will not generally be
useful to the purchase of evaluating the performance of a market timing
strategy that uses these Accounts.

GENERAL. 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,

22
<PAGE> 141
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 separate accounts and mutual funds.

Average annual total returns of each Separate Account computed
according to the standardized and non-standardized methods for the periods
ended December 31, 1996 are set forth in the following table.

23
<PAGE> 142

<TABLE>
<CAPTION>
STANDARDIZED NON-STANDARDIZED INCEPTION
DATE
1 YEAR 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Account GIS % % % % % % % 5/83
Account QB % % % % % % % 5/83
Account MM % % % % % % % 5/83
Account TGIS % % % % % % -- 1/88
Account TSB(1) % % % % % % -- 11/87
Account TAS % % % % % % -- 11/87
Account TB % % % % % % -- 11/87
FUND U **--
Managed Assets Trust % % % % % % %
High Yield Bond Trust % % % % % % % 5/83
Capital Appreciation % % % % % % % 5/83
Fund(2)
U.S. Government Securities % % % % % -- -- 1/92
Portfolio
Social Awareness Stock % % % % % -- -- 5/92
Portfolio
Utilities Portfolio % % % % % -- -- 2/94
Templeton Bond Fund % % % % % % % 8/88
Templeton Stock Fund % % % % % % % 8/88
Templeton Asset Allocation % % % % % % % 8/88
Fund
Fidelity's High Income % % % % % % % 9/85
Portfolio
Fidelity's Equity-Income % % % % % % % 10/86
Portfolio
Fidelity's Growth Portfolio % % % % % % % 10/86
Fidelity's Asset Manager % % % % % % % 9/89
Portfolio
Dreyfus Stock Index Fund % % % % % % % 9/89
American Odyssey Core % % -- % % -- -- 5/93
Equity Fund
American Odyssey Emerging % % -- % % -- -- 5/93
Opportunities Fund
American Odyssey % % -- % % -- -- 5/93
International Equity Fund
American Odyssey Long-Term % % -- % % -- -- 5/93
Bond Fund
American Odyssey % % -- % % -- -- 5/93
Intermediate-Term Bond Fund
American Odyssey Short-Term % % -- % % -- -- 5/93
Bond Fund
Smith Barney Income and % % -- % % -- -- 6/94
Growth Portfolio
Alliance Growth Portfolio % % -- % % -- -- 6/94

Smith Barney International % % -- % % -- -- 6/94
Equity Portfolio
Putnam Diversified Income % % -- % % -- -- 6/94
Portfolio
Smith Barney High Income % % -- % % -- -- 6/94
Portfolio
MFS Total Return Portfolio % % -- % % -- -- 6/94
</TABLE>

* Since inception date.

** For those Fund U sub-accounts that invest in underlying funds that were in
existence prior to the date on which the underlying fund became available under
the Contract, performance figures represent actual returns of the underlying
funds, adjusted to reflect the charges that would have been assessed had those
underlying funds been offered under Fund U during the entire period shown.

(1) Formerly The Travelers Timed Money Market Account for Variable Annuities
(Account TMM).

(2) Formerly Aggressive Stock Trust.

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<PAGE> 143
THE BOARD OF MANAGERS

The investments and administration of each of the Separate Accounts
are under the direction of the Board of Managers, listed below. Members of the
Board of Managers of Accounts GIS, QB, MM, TGIS, TSB, TAS and TB are elected
annually by those Contract Owners participating in the Separate Accounts. A
majority of the members of the Board of Managers are persons who are not
affiliated with The Travelers Insurance Company, TIMCO, TAMIC or their
affiliates.

<TABLE>
<CAPTION>
Name Present Position and Principal Occupation During Last Five Years
---- ----------------------------------------------------------------
<S> <C>
*Heath B. McLendon Managing Director (1993-present), Smith Barney Inc. ("Smith Barney");
Chairman and Member Chairman (1993-present), Smith Barney Strategy Advisors, Inc.;
388 Greenwich Street President (1994-present), Smith Barney Mutual Funds Management Inc.;
New York, New York Chairman and Director of forty-one investment companies associated with
Age 63 Smith Barney; Chairman, Board of Trustees, Drew University; Trustee,
The East New York Savings Bank; Advisory Director, First Empire State
Corporation; Chairman, Board of Managers, seven Variable Annuity
Separate Accounts of The Travelers Insurance Company+; Chairman, Board
of Trustees, five Mutual Funds sponsored by The Travelers Insurance
Company++; prior to July 1993, Senior Executive Vice President of
Shearson Lehman Brothers Inc.

Knight Edwards Of Counsel (1988-present), Edwards & Angell, Attorneys; Member,
Member Advisory Board (1973-1994), thirty-one mutual funds sponsored by
2700 Hospital Trust Tower Keystone Group, Inc.; Member, Board of Managers, seven Variable Annuity
Providence, Rhode Island Separate Accounts of The Travelers Insurance Company+; Trustee, five
Age 73 Mutual Funds sponsored by The Travelers Insurance Company++.

Robert E. McGill, III Retired manufacturing executive. Director (1983-1995), Executive Vice
Member President (1989-1994) and Senior Vice President, Finance and
295 Hancock Street Administration (1983-1989), The Dexter Corporation (manufacturer of
Williamstown, Massachusetts specialty chemicals and materials); Vice Chairman (1990-1992), Director
Age 65 (1983-1995), Life Technologies, Inc. (life science/biotechnology
products); Director, (1994-present), The Connecticut Surety Corporation
(insurance); Director (1995-present), Calbiochem Novachem International
(life science/biotechnology products); Director (1995-present), Chemfab
Corporation (specialty materials manufacturer); Member, Board of
Managers, seven Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company++.

Lewis Mandell Dean, College of Business Administration (1995-present), Marquette
Member University; Professor of Finance (1980-1995) and Associate Dean
606 N. 13th Street (1993-1995), School of Business Administration, and Director, Center
Milwaukee, WI 53233 for Research and Development in Financial Services (1980-1995),
Age 54 University of Connecticut; Director (1992-present), GZA
Geoenvironmental Tech, Inc. (engineering services); Member, Board of
Managers, seven Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company++.
</TABLE>

25
<PAGE> 144
<TABLE>
<S> <C>
Frances M. Hawk Portfolio Manager (1992-present), HLM Management Company, Inc.
Member (investment management); Assistant Treasurer, Pensions and Benefits.
222 Berkeley Street Management (1989-1992), United Technologies Corporation (broad- based
Boston, Massachusetts designer and manufacturer of high technology products); Member, Board
Age 49 of Managers, seven Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company++.

Ernest J. Wright Assistant Secretary (1994-present), Counsel (1987-present), The
Secretary to the Board Travelers Insurance Company; Secretary, Board of Managers, seven
One Tower Square Variable Annuity Separate Accounts of The Travelers Insurance Company+;
Hartford, Connecticut Secretary, Board of Trustees, five Mutual Funds sponsored by The
Age 56 Travelers Insurance Company++.

Kathleen A. McGah Assistant Secretary and Counsel (1995-present), The Travelers Insurance
Assistant Secretary to the Board Company; Assistant Secretary, Board of Managers, seven Variable Annuity
One Tower Square Separate Accounts of The Travelers Insurance Company+; Assistant
Hartford, Connecticut Secretary, Board of Trustees, five Mutual Funds sponsored by The
Age 46 Travelers Insurance Company++. Prior to January 1995, Counsel, ITT
Hartford Life Insurance Company.
</TABLE>

+ These seven Variable Annuity Separate Accounts are: 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 and The Travelers Timed Bond Account for
Variable Annuities.

++ These five Mutual Funds are: Capital Appreciation Fund, Cash Income
Trust, High Yield Bond Trust, Managed Assets Trust and The Travelers
Series Trust.

*Mr. McLendon is an "interested person" within the meaning of the
1940 Act by virtue of his position as Managing Director of Smith Barney Inc.,
an indirect wholly owned subsidiary of Travelers Group Inc. and also owns
shares and options to purchase shares of Travelers Group Inc., the indirect
parent of The Travelers Insurance Company.

The Company is responsible for payment of the fees and expenses of the
Board of Managers, and the expenses of audit of the Separate Accounts, as well
as other expenses for services related to the operations of the accounts, for
which it deducts certain amounts from purchase payments and from the accounts.

Members of the Board of Managers who are also officers or employees of
Travelers Group Inc. or its subsidiaries are not entitled to any fee. Members
of the Board of Managers who are not affiliated as employees of Travelers Group
Inc. or its subsidiaries receive an aggregate retainer of $19,000 for service
on the Boards of the seven Variable Annuity Separate Accounts established by
The Travelers Insurance Company and the five Mutual Funds sponsored by The
Travelers Insurance Company. They also receive an aggregate fee of $2,500 for
each meeting of such Boards attended.

26
<PAGE> 145
DISTRIBUTION AND MANAGEMENT SERVICES

Under the terms of a Distribution and Management Agreement between
each Separate Account, the Company and Tower Square Securities, Inc., the
Company provides all sales and administrative services and mortality and
expense risk guarantees related to variable annuity contracts issued by the
Company in connection with the Separate Accounts and assumes the risk of
minimum death benefits, as applicable. The Company also pays all sales costs
(including costs associated with the preparation of sales literature); all
costs of qualifying the Separate Accounts and the variable annuity contracts
with regulatory authorities; the costs of proxy solicitation; all custodian,
accountants' and legal fees; and all compensation paid to the unaffiliated
members of the Board of Managers. In addition, under the terms of the
Distribution and Management Agreements between the Company and Accounts TGIS,
TSB, TAS and TB, the Company deducts amounts necessary to pay fees to
third-party registered investment advisers which provide market timing
investment advisory services to Contract Owners in those accounts and, in turn,
pays such fees to the registered investment advisers. The Company also
provides without cost to the Separate Accounts all necessary office space,
facilities, and personnel to manage its affairs.

The Company received the following amounts from the Separate Accounts
in each of the last three fiscal years for services provided under the
Distribution and Management Agreements:

<TABLE>
<CAPTION>
SEPARATE ACCOUNT 1996 1995 1994
---------------- ---- ---- ----
<S> <C> <C> <C>
GIS $ 4,557,639 $ 4,025,788
QB $ 2,119,384 $ 2,156,643
MM $ 1,122,833 $ 1,107,288
U $ 27,747,007 $ 17,248,780
TGIS $ 1,986,950 $ 1,409,471
TSB $ 1,860,151 $ 3,525,570
TAS $ 906,250 $ 1,238,375
TB $ 179,197 $ 47,835
</TABLE>

SECURITIES CUSTODIAN

Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, New
York, is the custodian of the portfolio securities and similar investments of
Accounts GIS, QB, MM, TGIS, TSB, TAS and TB.

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P., independent accountants, 100 Pearl Street,
Hartford, Connecticut, are the independent auditors for Accounts GIS, QB, MM,
TGIS, TSB, TAS, TB and Fund U. The services provided to these Separate
Accounts include primarily the examination of the Accounts' financial
statements. The financial statements of Account GIS, QB, MM, TGIS, TSB, TAS,
TB and Fund U appear in the Annual Reports for each, which are incorporated
herein by reference. Such financial statements have been audited by Coopers &
Lybrand L.L.P., as indicated in their reports thereon in reliance upon the
authority of said firm as experts in accounting and auditing.

27
<PAGE> 146
FINANCIAL STATEMENTS

[THE TIC AUDITED FINANCIAL STATEMENTS AS OF 12/31/96 WILL APPEAR HERE.]

28
<PAGE> 147

THIS PAGE INTENTIONALLY LEFT BLANK.

29
<PAGE> 148

THETRAVELERS (logo umbrella)

THE TRAVELERS

VARIABLE ANNUITIES

INDIVIDUAL AND GROUP VARIABLE ANNUITY CONTRACTS

Issued By

THE TRAVELERS INSURANCE COMPANY

PENSION AND PROFIT-SHARING,

SECTION 403(b) AND SECTION 408, AND

DEFERRED COMPENSATION PROGRAMS

L-11165S TIC Ed. 5-97
Printed in U.S.A.

30
<PAGE> 149

STATEMENT OF ADDITIONAL INFORMATION

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

GROUP VARIABLE ANNUITY CONTRACTS
ISSUED BY THE TRAVELERS INSURANCE COMPANY
FOR FUNDING QUALIFIED RETIREMENT PLANS
UNDER PENSION AND PROFIT-SHARING PROGRAMS

May 1, 1997

This Statement of Additional Information ("SAI") is not a prospectus but
relates to, and should be read in conjunction with, the Prospectus dated May 1,
1997. A copy of the Prospectus may be obtained by writing to The Travelers
Insurance Company (the "Company"), Annuity Services, One Tower Square,
Hartford, Connecticut 06183-5030, or by calling 860-422-3985.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . . . . . . 2
The Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES . . . . . . . . . . . . . . 4

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . . . . . . . 6

WRITING COVERED CALL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
BUYING PUT AND CALL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
FUTURES CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
MONEY MARKET INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

INVESTMENT MANAGEMENT AND ADVISORY SERVICES . . . . . . . . . . . . . . . . . . . . . . . . 12
Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
TIMCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
TAMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

VALUATION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
THE BOARD OF MANAGERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
DISTRIBUTION AND MANAGEMENT SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECURITIES CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
FINANCIAL STATEMENTS - THE TRAVELERS INSURANCE COMPANY . . . . . . . . . . . . . . . . . . FS-1
</TABLE>

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DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS

THE INSURANCE COMPANY

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

THE SEPARATE ACCOUNTS

Each of the Separate Accounts which serve as the funding vehicles for the
Variable Annuity contracts described in this Statement of Additional
Information meets the definition of a separate account under the federal
securities laws, and will comply with the provisions of the Investment Company
Act of 1940, as amended (the "1940 Act"). Additionally, the operations of each
of the Separate Accounts are subject to the provisions of Section 38a-433 of
the Connecticut General Statutes which authorizes the Connecticut Insurance
Commissioner to adopt regulations under it. The Section contains no
restrictions on investments of the Separate Accounts, and the Commissioner has
adopted no regulations under the Section that affect the Separate Accounts.

The Travelers Growth and Income Stock Account for Variable Annuities (Account
GIS) was established on September 22, 1967, and The Travelers Quality Bond
Account for Variable Annuities (Account QB) was established on July 29, 1974.
Each of the Separate Accounts, although an integral part of the Company, is
registered with the Securities and Exchange Commission ("SEC") as a
diversified, open-end management investment Company under the 1940 Act. The
assets of Accounts GIS and QB are invested directly in securities (such as
stocks, bonds or money market instruments) which are compatible with the stated
investment policies of each account.

Purchase Payments may be allocated to either of the Separate Accounts. The
Company may make additions to or deletions from the investment alternatives
available under the Contract, as permitted by law. The investment objectives
of each of the Separate Accounts are as follows:

<TABLE>
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ACCOUNT GIS: The primary objective of Account GIS is long-term accumulation
of principal through capital appreciation and retention of net
investment income. The assets of Account GIS will normally be
invested in a portfolio of common stocks spread over industries
and companies.

ACCOUNT QB: The primary objective of Account QB is current income, moderate
capital volatility and total return. Assets of Account QB
will be invested in short-term to intermediate-term bonds or
other debt securities with a market value-weighted average
maturity of five years or less.
</TABLE>

INVESTMENT OBJECTIVES AND POLICIES

Each Separate Account has a different investment objective and different
investment policies, and each Separate Account has certain fundamental
investment restrictions, all of which are set forth below. Neither the
investment objective nor the fundamental investment restrictions can be changed
without a vote of a majority of the outstanding voting securities of the
Accounts, as defined in the 1940 Act. Additionally, in accomplishing their
respective investment objectives, each Account uses certain types of
investments and investment techniques which are discussed under "Investments
and Investment Techniques" on page 6.

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The percentage restrictions (for either fundamental investment policies or
investment restrictions) are interpreted such that if they are adhered to at
the time of investment, a later increase in a percentage beyond the specified
limit resulting from a change in the values of portfolio securities or in the
amount of net assets shall not be considered a violation. It must be
recognized that there are risks inherent in the ownership of any investment and
that there can be no assurance that the investment objectives of the Separate
Accounts will be achieved.

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT OBJECTIVE

The basic investment objective of Account GIS is the selection of investments
from the point of view of an investor concerned primarily with long-term
accumulation of principal through capital appreciation and retention of net
investment income. This principal objective does not preclude the realization
of short-term gains when conditions would suggest the long-term goal is
accomplished by such short-term transactions. The assets of Account GIS will
primarily be invested in a portfolio of equity securities, mainly common
stocks, spread over industries and companies. However, when it is determined
that investments of other types may be advantageous on the basis of combined
considerations of risk, income and appreciation, investments may also be made
in bonds, notes or other evidence of indebtedness, issued publicly or placed
privately, of a type customarily purchased for investment by institutional
investors, including United States Government securities. These investments
generally would not have a prospect of long-term appreciation. Investments in
other than equity securities are temporary for defensive purposes. Such
investments may or may not be convertible into stock or be accompanied by stock
purchase options or warrants for the purchase of stock.

Account GIS may use exchange-traded financial futures contracts as a hedge to
protect against changes in stock prices. The use of stock index futures by
Account GIS is intended primarily to limit transaction and borrowing costs.
Account GIS expects that risk management transactions involving futures
contracts will not impact more than thirty percent (30%) of Account GIS's
assets at any one time. Account GIS may also write covered call options on
securities which it owns, and may purchase index or individual equity call or
put options.

INVESTMENT RESTRICTIONS

The investment restrictions for Account GIS set forth in items 1 through 9 are
fundamental and may not be changed without a vote of a majority of the
outstanding voting securities, as defined in the 1940 Act. Items 10 through 13
may be changed by a vote of the Board of Managers.

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1. Not more than 5% of the assets of the Account will be invested in the
securities of any one issuer, except obligations of the United
States Government and its instrumentalities.

2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that such
borrowings will not exceed 5% of the value of the assets of the
Account and that immediately after the borrowing, and at all times
thereafter, and while any such borrowing is unrepaid, there will be
asset coverage of at least 300% for all borrowings of the Account.

3. Securities of other issuers will not be underwritten, except that
the Account could be deemed an underwriter when engaged in the sale
of restricted securities. (See item 13.)

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established market.

5. No purchase of commodities or commodity contracts will be made, except
transactions involving financial futures in order to limit
transaction and borrowing costs and for hedging purposes, as
discussed above.

</TABLE>

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<TABLE>
<S> <C>
6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures or other evidences of
indebtedness of a type customarily purchased by institutional
investors. (See item 13.)

7. Investments will not be made in the securities of a company for the
purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer will be
acquired. (It is the present practice of Account GIS not to
exceed 5% of the voting securities of any one issuer.)

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for short-term credits
which are necessary for the clearance of transactions, and for the
placement of not more than 5% of its net asset value in total margin
deposits for positions in futures contracts.

12. The Account will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

</TABLE>
Changes in the investments of Account GIS may be made from time to time to take
into account changes in the outlook for particular industries or companies.
Account GIS's investments will not, however, be concentrated in any one
industry; that is, no more than twenty-five percent (25%) of the value of its
assets will be invested in any one industry. While Account GIS may
occasionally invest in foreign securities, it is not anticipated that such
investments will, at any time, account for more than ten percent (10%) of its
investment portfolio.

The assets of Account GIS will be kept fully invested, except that (a)
sufficient cash may be kept on hand to provide for variable annuity contract
obligations, and (b) reasonable amounts of cash, United States Government or
other liquid securities, such as short-term bills and notes, may be held for
limited periods, pending investment in accordance with their respective
investment policies.

PORTFOLIO TURNOVER

Although Account GIS intends to purchase securities for long-term appreciation
of capital and income, and does not intend to place emphasis on obtaining
short-term trading profits, such short-term trading may occur. A higher
turnover rate should not be interpreted as indicating a variation from the
stated investment policy of seeking long-term accumulation of capital, and will
normally increase the brokerage costs of Account GIS. However, negotiated fees
and the use of futures contracts will help to reduce brokerage costs. While
there is no restriction on portfolio turnover, Account GIS expects to have a
moderate to high level of portfolio turnover in the range of 150% to 300%. The
portfolio turnover rate for Account GIS for the years ended December 31, 1994,
1995 and 1996 was __%, ___% and __%, respectively.

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT OBJECTIVE

The basic investment objective of Account QB is the selection of investments
from the point of view of an investor concerned primarily with current income,
moderate capital volatility and total return.

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It is contemplated that the assets of Account QB will be invested in money
market obligations, including, but not limited to, Treasury bills, repurchase
agreements, commercial paper, bank certificates of deposit and bankers'
acceptances, and in publicly traded debt securities, including bonds, notes,
debentures, equipment trust certificates and short-term instruments. These
securities may carry certain equity features such as conversion or exchange
rights or warrants for the acquisition of stocks of the same or different
issuer, or participations based on revenues, sales or profits. It is currently
anticipated that the market value-weighted average maturity of the portfolio
will not exceed five years. (In the case of mortgage-backed securities, the
estimated average life of cash flows will be used instead of average maturity.)
Investments in longer term obligations may be made if the Board of Managers
concludes that the investment yields justify a longer term commitment.

Account QB may purchase and sell futures contracts on debt securities
("interest rate futures") to hedge against changes in interest rates that might
otherwise have an adverse effect upon the value of Account QB's securities.

The portfolio will be actively managed and Account QB may sell investments
prior to maturity to the extent that his action is considered advantageous in
light of factors such as market conditions or brokerage costs. While the
investments of Account QB are generally not listed securities, there are firms
which make markets in the type of debt instruments which Account QB holds. No
problems of salability are anticipated with regard to the investments of
Account QB.

The Board of Managers will weigh considerations of risks, yield and ratings in
implementing Account QB's fundamental investment policies. There are no
specific criteria with regard to quality or ratings of the investments of
Account QB, but it is anticipated that they will be of investment grade or its
equivalent as determined in good faith by the Board of Managers. There may or
may not be more risk in investing in debt instruments where there are no
specific criteria with regard to quality or ratings of the investments.

INVESTMENT RESTRICTIONS

<TABLE>
<S> <C>
1. Not more than 15% of the value of the assets of Account QB will be invested in
the securities of any one issuer, except obligations of the United States
Government and its instrumentalities, for which there is no limit.

2. Borrowings will not be made, except that the right is reserved to borrow from
banks for emergency purposes, provided that these borrowings will not exceed
5% of the value of the assets of Account QB and that immediately after the borrowing,
and at all times thereafter, and while any borrowing is unrepaid, there will be
asset coverage of at least 300% for all borrowings of Account QB.

3. Securities of other issuers will not be underwritten, except that Account
QB could be deemed to be an underwriter when engaged in the sale of restricted
securities.

4. Interests in real estate will not be purchased, except as may be represented
by securities for which there is an established market.

5. No purchase of commodities or commodity contracts will be made, except
transactions involving financial futures used as a hedge against
unanticipated changes in prevailing levels of interest rates.

6. Loans will be made only through the acquisition of a portion of privately
placed issue of bonds, debentures and other evidences of indebtedness of
a type customarily purchased by institutional investors.

7. Investments will not be made in the securities of a company for the
purpose of exercising management or control.

</TABLE>

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<TABLE>
<S> <C>
8. Not more than 10% of the voting securities of any one issuer will be
acquired.

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for any short- term credits
that are necessary for the clearance of transactions and to place up to
5% of the value of its net assets in total margin deposits for positions
in futures contracts.

12. Account QB will not invest in the securities of other investment companies,
except as part of a plan of merger, consolidation or acquisition of assets.

13. The average period of maturity (or in the case of mortgage-backed securities,
the estimated average life of cash flows) of all fixed interest debt instruments
held by Account QB will not exceed five years.

</TABLE>
The investments of Account QB will not be concentrated in any one industry;
that is, no more than twenty-five percent (25%) of the value of its assets will
be invested in any one industry. There is no investment policy as to Account
QB's investment in foreign securities.

PORTFOLIO TURNOVER

Brokerage costs associated with short-term debt instruments are significantly
lower than those incurred on equity investments, and thus, a high portfolio
turnover rate would not adversely affect the brokerage costs of Account QB to
the same extent as high turnover in a separate account which invests primarily
in common stock. The portfolio turnover rate for Account QB for the years
ended December 31, 1994, 1995 and 1996 was __%, __% and ___%, respectively.
The marked increase in the portfolio turnover rate for 1996 was due to a
restructuring of corporate bond positions in order to seek increased returns.

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT TECHNIQUES
AVAILABLE TO THE SEPARATE ACCOUNTS

WRITING COVERED CALL OPTIONS

Account GIS may write covered call options on portfolio securities for which
call options are available and which are listed on a national securities
exchange. These call options generally will be short-term contracts with a
duration of nine months or less.

Account GIS will write only "covered" call options, that is, it will own the
underlying securities which are acceptable for escrow when it writes the call
option and until the obligation to sell the underlying security is extinguished
by exercise or expiration of the call option, or until a call option covering
the same underlying security and having the same exercise price and expiration
date is purchased. Account GIS will receive a premium for writing a call
option, but gives up, until the expiration date, the opportunity to profit from
an increase in the underlying security's price above the exercise price.
Account GIS will retain the risk of loss from a decrease in the price of the
underlying security. Writing covered call options is a conservative investment
technique which is believed to involve relatively little risk, but which is
capable of enhancing an account's total returns.

The premium received for writing a covered call option will be recorded as a
liability in the Account's Statement of Assets and Liabilities. This liability
will be adjusted daily to the option's current market value, which will be the
latest sale price at the close of the New York Stock Exchange, or, in the
absence of such sale, at the latest bid

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quotation. The liability will be extinguished upon expiration of the option,
the purchase of an identical option in a closing transaction, or delivery of
the underlying security upon exercise of the option.

The Options Clearing Corporation is the issuer of, and the obligor on, the
covered call options written by Account GIS. In order to secure an obligation
to deliver to the Options Clearing Corporation the underlying security of a
covered call option written by Account GIS, the Account will be required to
make escrow arrangements.

In instances where Account GIS believes it is appropriate to close a covered
call option, it can close out the previously written call option by purchasing
a call option on the same underlying security with the same exercise price and
expiration date. Account GIS may also, under certain circumstances, be able to
transfer a previously written call option.

A previously written call option can be closed out by purchasing an identical
call option only on a national securities exchange which provides a secondary
market in the call option. There is no assurance that a liquid secondary
market will exist for a particular call option at such time. If Account GIS
cannot effect a closing transaction, it will not be able to sell the underlying
security while the previously written option remains outstanding, even though
it might otherwise be advantageous to do so.

If a substantial number of the call options are exercised, the Account's rate
of portfolio turnover may exceed historical levels. This would result in
higher brokerage commissions in connection with the writing of covered call
options and the purchase of call options to close out previously written
options. Such brokerage commissions are normally higher than those applicable
to purchases and sales of portfolio securities.

BUYING PUT AND CALL OPTIONS

Account GIS may purchase put options on securities held, or on futures
contracts whose price volatility is expected to closely match that of
securities held, as a defensive measure to preserve contract owners' capital
when market conditions warrant. Account GIS may purchase call options on
specific securities, or on futures contracts whose price volatility is expected
to closely match that of securities, eligible for purchase by Account GIS, in
anticipation of or as a substitute for the purchase of the securities
themselves. These options may be listed on a national exchange or executed
"over-the-counter" with a broker-dealer as the counterparty. While the
investment adviser anticipates that the majority of option purchases and sales
will be executed on a national exchange, put or call options on specific
securities or for non-standard terms are likely to be executed directly with a
broker-dealer when it is advantageous to do so. Option contracts will be
short-term in nature, generally less than nine months. Account GIS will pay a
premium in exchange for the right to purchase (call) or sell (put) a specific
number of shares of an equity security or futures contract at a specified price
(the strike price) on or before the expiration date of the options contract.
In either case, Account GIS's risk is limited to the option premium paid.

Account GIS may sell the put and call options prior to their expiration and
realize a gain or loss thereby. A call option will expire worthless if the
price of the related security is below the contract strike price at the time of
expiration; a put option will expire worthless if the price of the related
security is above the contract strike price at the time of expiration.

Put and call options will be employed for bona fide hedging purposes only.
Liquid securities sufficient to fulfill the call option delivery obligation
will be identified and segregated in an account; deliverable securities
sufficient to fulfill the put option obligation will be similarly identified
and segregated. In the case of put options on futures contracts, portfolio
securities whose price volatility is expected to match that of the underlying
futures contract will be identified and segregated.

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FUTURES CONTRACTS

STOCK INDEX FUTURES

Account GIS will invest in stock index futures. A stock index futures contract
provides for one party to take and the other to make delivery of an amount of
cash over the hedging period equal to a specified amount times the difference
between a stock index value at the close of the last trading day of the
contract or the selling price and the price at which the futures contract is
originally struck. The stock index assigns relative values to the common
stocks included in the index and reflects overall price trends in the
designated market for equity securities. Therefore, price changes in a stock
index futures contract reflect changes in the specified index of equity
securities on which the futures contract is based. Stock index futures may
also be used, to a limited extent, to hedge specific common stocks with respect
to market (systematic) risk (involving the market's assessment of overall
economic prospects) as distinguished from stock-specific risk (involving the
market's evaluation of the merits of the issuer of a particular security). By
establishing an appropriate "short" position in stock index futures, Account
GIS may seek to protect the value of its equity securities against an overall
decline in the market for equity securities. Alternatively, in anticipation of
a generally rising market, Account GIS can seek to avoid losing the benefit of
apparently low current prices by establishing a "long" position in stock index
futures and later liquidating that position as particular equity securities are
in fact acquired. Account GIS will not be a hedging fund; however, to the
extent that any hedging strategies actually employed are successful, Account
GIS will be affected to a lesser degree by adverse overall market price
movements unrelated to the merits of specific portfolio equity securities than
would otherwise be the case. Gains and losses on futures contracts employed as
hedges for specific securities will normally be offset by losses or gains,
respectively, on the hedged security.

INTEREST RATE FUTURES

Account QB may purchase and sell futures contracts on debt securities
("interest rate futures") to hedge against anticipated changes in interest
rates that might otherwise have an adverse effect upon the value of an
Account's debt securities. An interest rate futures contract is a binding
contractual commitment which, if held to maturity, will result in an obligation
to make or accept delivery, during a particular future month, of debt
securities having a standardized face value and rate of return.

By purchasing interest rate futures (assuming a "long" position), Account QB
will be legally obligated to accept the future delivery of the underlying
security and pay the agreed price. This would be done, for example, when
Account QB intends to purchase particular debt securities when it has the
necessary cash, but expects the rate of return available in the securities
markets at that time to be less favorable than rates currently available in the
futures markets. If the anticipated rise in the price of the debt securities
should occur (with its concurrent reduction in yield), the increased cost of
purchasing the securities will be offset, at least to some extent, by the rise
in the value of the futures position taken in anticipation of the securities
purchase.

By selling interest rate futures held by it, or interest rate futures having
characteristics similar to those held by it (assuming a "short" position),
Account QB will be legally obligated to make the future delivery of the
security against payment of the agreed price. Such a position seeks to hedge
against an anticipated rise in interest rates that would adversely affect the
value of Account QB's portfolio debt securities.

Open futures positions on debt securities will be valued at the most recent
settlement price, unless such price does not appear to the Board of Managers to
reflect the fair value of the contract, in which case the positions will be
valued at fair value determined in good faith by or under the direction of the
Board of Managers.

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FUTURES MARKETS AND REGULATIONS

When a futures contract is purchased, Accounts GIS and QB will set aside, in an
identifiable manner, an amount of cash and cash equivalents equal to the total
market value of the futures contract, less the amount of the initial margin.
The Accounts will incur brokerage fees in connection with their futures
transactions, and will be required to deposit and maintain funds with brokers
as margin to guarantee performance of future obligations.

Positions taken in the futures markets are not normally held to maturity, but
instead are liquidated through offsetting transactions which may result in a
profit or a loss. Closing out an open futures contract sale or purchase is
effected by entering into an offsetting futures contract purchase or sale,
respectively, for the same aggregate amount of the stock index or interest rate
futures contract and the same delivery date. If the offsetting purchase price
is less than the original sale price, the Accounts realize a gain; if it is
more, the Accounts realize a loss. Conversely, if the offsetting sale price is
more than the original purchase price, the Accounts realize a gain; if less, a
loss. While futures positions taken by the Accounts will usually be liquidated
in this manner, the Accounts may instead make or take delivery of the
underlying securities whenever it appears economically advantageous for them to
do so. In determining gain or loss, transaction costs must also be taken into
account. There can be no assurance that the Accounts will be able to enter
into an offsetting transaction with respect to a particular contract at a
particular time.

A clearing corporation associated with the exchange on which futures are traded
guarantees that the sale and purchase obligations will be performed with regard
to all positions that remain open at the termination of the contract.

All stock index and interest rate futures will be traded on exchanges that are
licensed and regulated by the Commodity Futures Trading Commission ("CFTC").
Stock index futures are currently traded on the New York Futures Exchange and
the Chicago Mercantile Exchange. Interest rate futures are actively traded on
the Chicago Board of Trade and the International Monetary Market at the Chicago
Mercantile Exchange.

The investment advisers do not believe any of the Accounts to be a "commodity
pool" as defined under the Commodity Exchange Act. The Accounts will only
enter into futures contracts for bona fide hedging or other appropriate risk
management purposes as permitted by CFTC regulations and interpretations, and
subject to the requirements of the SEC. The Accounts will not purchase or sell
futures contracts for which the aggregate initial margin exceeds five percent
(5%) of the fair market value of their individual assets, after taking into
account unrealized profits and unrealized losses on any such contracts which
they have entered into. The Accounts will further seek to assure that
fluctuations in the price of any futures contracts that they use for hedging
purposes will be substantially related to fluctuations in the price of the
securities which they hold or which they expect to purchase, although there can
be no assurance that the expected result will be achieved.

As evidence of their hedging intent, the Accounts expect that on seventy-five
percent (75%) or more of the occasions on which they purchase a long futures
contract, they will effect the purchase of securities in the cash market or
take delivery at the close of a futures position. In particular cases,
however, when it is economically advantageous, a long futures position may be
terminated without the corresponding purchase of securities.

SPECIAL RISKS

While certain futures contracts may be purchased and sold to reduce certain
risks, these transactions may entail other risks. Thus, while the Accounts may
benefit from the use of such futures, unanticipated changes in stock price
movements or interest rates may result in a poorer overall performance for the
Account than if it had not entered into such futures contracts. Moreover, in
the event of an imperfect correlation between the futures position and the
portfolio position which is intended to be protected, the desired protection
may not be obtained and the Accounts may be exposed to risk of loss. The
investment advisers will attempt to reduce this risk by engaging in futures
transactions, to the extent possible, where, in their judgment, there is a
significant correlation between changes in the prices of the futures contracts
and the prices of any portfolio securities sought to be hedged.

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In addition to the possibility that there may be a less than perfect
correlation between movements in the futures contracts and securities in the
portfolio being hedged, the prices of futures contracts may not correlate
perfectly with movements in the underlying security due to certain market
distortions. First, rather than meeting variation margin deposit requirements
should a futures contract value move adversely, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the index and futures markets. Second, since margin
requirements in the futures market are less onerous than in the securities
market, the futures market may attract more speculators than the securities
market. Increased participation by speculators may cause temporary price
distortions. Due to the possibility of such price distortion, and also because
of the imperfect correlation discussed above, even a correct forecast of
general market trends by the investment advisers may not result in a successful
hedging transaction in the futures market over a short time period. However,
as is noted above, the use of financial futures by the Accounts is intended
primarily to limit transaction and borrowing costs. At no time will the
Accounts use financial futures for speculative purposes.

Successful use of futures contracts for hedging purposes is also subject to the
investment advisers' ability to predict correctly movements in the direction of
the market. However, the investment advisers believe that over time the value
of the Accounts' portfolios will tend to move in the same direction as the
market indices which are intended to correlate to the price movements of the
portfolio securities sought to be hedged.

MONEY MARKET INSTRUMENTS

Money market securities are instruments with remaining maturities of one year
or less, such as bank certificates of deposit, bankers' acceptances, commercial
paper (including master demand notes), and obligations issued or guaranteed by
the United States Government, its agencies or instrumentalities, some of which
may be subject to repurchase agreements.

CERTIFICATES OF DEPOSIT

Certificates of deposit are receipts issued by a bank in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest
to the bearer of the receipt on the date specified on the certificate. The
certificate usually can be traded in the secondary market prior to maturity.

Certificates of deposit will be limited to U.S. dollar-denominated certificates
of United States banks which have at least $1 billion in deposits as of the
date of their most recently published financial statements (including foreign
branches of U.S. banks, U.S. branches of foreign banks which are members of the
Federal Reserve System or the Federal Deposit Insurance Corporation).

The Accounts will not acquire time deposits or obligations issued by the
International Bank for Reconstruction and Development, the Asian Development
Bank or the Inter-American Development Bank. Additionally, the Accounts do not
currently intend to purchase such foreign securities (except to the extent that
certificates of deposit of foreign branches of U.S. banks may be deemed foreign
securities) or purchase certificates of deposit, bankers' acceptances or other
similar obligations issued by foreign banks.

BANKERS' ACCEPTANCES

Bankers' acceptances typically arise from short-term credit arrangements
designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then "accepted" by the bank which, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be
as long as 270 days, most acceptances have maturities of six months or less.
Bankers' acceptances acquired by the Accounts must have been accepted by U.S.
commercial banks, including foreign branches of U.S. commercial banks, having
total deposits at the time of purchase in excess of $1 billion, and must be
payable in U.S. dollars.

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<PAGE> 159
COMMERCIAL PAPER RATINGS

Investments in commercial paper are limited to those rated A-1 by Standard &
Poor's Corporation and Prime-1 by Moody's Investors Service, Inc. Commercial
paper rated A-1 by S&P has the following characteristics: (1) liquidity ratios
are adequate to meet cash requirements; (2) the issuer's long- term senior debt
is rated "A" or better, although in some cases "BBB" credits may be allowed;
(3) the issuer has access to at least two additional channels of borrowing; (4)
basic earnings and cash flow have an upward trend with allowances made for
unusual circumstances; and (5) the issuer's industry is typically well
established and the issuer has a strong position within the industry.

The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the following:
(1) evaluating the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks
which may be inherent in certain areas; (3) evaluation of the issuer's products
in relation to competition and customer acceptance; (4) liquidity; (5) amount
and quality of long-term debt; (6) trend of earnings over a period of ten
years; (7) financial strength of a parent company and the relationship which
exists with the issuer; and (8) recognition by the management of obligations
which may be present or may arise as a result of public preparations to meet
such obligations. The relative strength or weakness of the above factors
determines how the issuer's commercial paper is rated within various
categories.

MASTER DEMAND NOTES

Master demand notes are unsecured obligations that permit the investment of
fluctuating amounts at varying rates of interest pursuant to direct
arrangements between the lender (issuer) and the borrower. Master demand notes
may permit daily fluctuations in the interest rate and daily changes in the
amounts borrowed. An Account has the right to increase the amount under the
note at any time up to the full amount provided by the note agreement, or to
decrease the amount, and the borrower may repay up to the full amount of the
note without penalty. Notes purchased by a separate account must permit it to
demand payment of principal and accrued interest at any time (on not more than
seven days notice) or to resell the note at any time to a third party. Master
demand notes may have maturities of more than one year, provided they specify
that (i) the account be entitled to payment of principal and accrued interest
upon not more than seven days notice, and (ii) the rate of interest on such
notes be adjusted automatically at periodic intervals which normally will not
exceed 31 days, but which may extend up to one year. Because these types of
notes are direct lending arrangements between the lender and the borrower, such
instruments are not normally traded, and there is no secondary market for these
notes, although they are redeemable and thus repayable by the borrower at face
value plus accrued interest at any time. Accordingly, the right to redeem is
dependent upon the ability of the borrower to pay principal and interest on
demand. In connection with master demand note arrangements, the investment
adviser considers earning power, cash flow, and other liquidity ratios of the
borrower to pay principal and interest on demand. These notes, as such, are
not typically rated by credit rating agencies. Unless they are so rated, a
separate account may invest in them only if at the time of an investment the
issuer meets the criteria set forth above for commercial paper. The notes will
be deemed to have a maturity equal to the longer of the period remaining to the
next interest rate adjustment or the demand notice period.

UNITED STATES GOVERNMENT SECURITIES

Securities issued or guaranteed by the United States Government include a
variety of Treasury securities that differ only in their interest rates,
maturities and dates of issuance. Treasury Bills have maturities of one year
or less, Treasury Notes have maturities of one to ten years, and Treasury Bonds
generally have maturities of greater than ten years at the date of issuance.

11
<PAGE> 160
Cooperatives, Federal Home Loan Banks, Federal Loan Mortgage Corporation,
Federal Intermediate Credit Banks, Federal Land Banks, Maritime Administration,
The Tennessee Valley Authority, District of Columbia Armory Board and Federal
National Mortgage Association.

Some obligations of United States Government agencies and instrumentalities,
such as Treasury Bills and Government National Mortgage Association
pass-through certificates, are supported by the full faith and credit of the
United States; others, such as securities of Federal Home Loan Banks, are
supported by the right of the issuer to borrow from the Treasury; still others,
such as bonds issued by the Federal National Mortgage Association, a private
corporation, are supported only by the credit of the instrumentality. Because
the United States Government is not obligated by law to provide support to an
instrumentality it sponsors, the Accounts will invest in the securities issued
by such an instrumentality only when the investment advisers determine that the
credit risk with respect to the instrumentality does not make the securities
unsuitable investments. United States Government securities will not include
international agencies or instrumentalities in which the United States
Government, its agencies or instrumentalities participate, such as the World
Bank, the Asian Development Bank or the Inter- American Development Bank, or
issues insured by the Federal Deposit Insurance Corporation.

REPURCHASE AGREEMENTS

In executing a repurchase agreement, a portfolio purchases eligible securities
subject to the seller's simultaneous agreement to repurchase them on a mutually
agreed upon date and at a mutually agreed upon price. The purchase and resale
prices are negotiated with the counterparty on the basis of current short-term
interest rates, which may be more or less than the rate on the securities
collateralizing the transaction. Physical delivery or, in the case of
"book-entry" securities, segregation in the counterparty's account at the
Federal Reserve for the benefit of the Portfolio is required to establish a
perfected claim to the collateral for the term of the agreement in the event
the counterparty fails to fulfill its obligation.

As the securities collateralizing a repurchase transaction are generally of
longer maturity than the term of the transaction, in the event of default by
the counterparty on its obligation, the Portfolio would bear the risks of
delay, adverse market fluctuation and transaction costs in disposing of the
collateral.

INVESTMENT MANAGEMENT AND ADVISORY SERVICES

The investments and administration of the separate accounts are under the
direction of the Board of Managers. The Travelers Investment Management
Company ("TIMCO") furnishes investment management and advisory services to
Account GIS, and Travelers Asset Management International Corporation ("TAMIC")
furnishes investment management and advisory services to Account QB, according
to the terms of written Investment Advisory Agreements. The agreement between
Account GIS and TIMCO was approved by a vote of the Variable Annuity Contract
Owners at their meeting held on April 23, 1993, and amended effective May 1,
1994 by virtue of Contract Owner approval at a meeting held on April 22, 1994.
The agreement between Account QB and TAMIC was approved by a vote of the
Variable Annuity Contract Owners at their meeting held on April 23, 1993.

Each of these agreements will continue in effect as described below in (3), as
required by the 1940 Act. Each of the agreements:

12
<PAGE> 161
<TABLE>
<S> <C>
1. provides that for investment management and advisory services, the
Company will pay to TIMCO and TAMIC, an advisory fee based on the
current value of the assets of the accounts for which TIMCO and
TAMIC act as investment adviser (see "Advisory Fees" below:);

2. may not be terminated by TIMCO or TAMIC without prior approval of
a new investment advisory agreement by those casting a majority of
the votes entitled to be cast and will be subject to termination
without the payment of any penalty, upon sixty days written notice, by
the Board of Managers or by a vote of those casting a majority of the
votes entitled to be cast;

3. will continue in effect for a period more than two years from the
date of its execution, only so long as its continuance is
specifically approved at least annually by a vote of a majority of
the Board of Managers, or by a vote of a majority of the outstanding
voting securities of the Account. In addition, and in either event,
the terms of the agreement must be approved annually by a vote of
a majority of the Board of Managers who are not parties to, or interested
persons of any party to, the agreement, cast in person, at a meeting called
for the purpose of voting on the approval and at which the Board of Managers
has been furnished the information that is reasonably necessary to
evaluate the terms of the agreement;

4. will automatically terminate upon assignment.

</TABLE>
ADVISORY FEES

For furnishing investment management and advisory services to Account GIS,
TIMCO is paid an amount equivalent on an annual basis to 0.45% of the average
daily net assets of Account GIS. The fee is computed daily and paid monthly.
The total advisory fees paid to TIMCO by Account GIS for the fiscal years ended
December 31, 1994, 1995 and 1996 were $$1,368,700, $1,700,124 and $2,079,020,
respectively.

For furnishing investment management and advisory services to Account QB, TAMIC
is paid an amount equivalent on an annual basis to 0.3233% of the average daily
net assets of Account QB. For the years ended December 31, 1994, 1995 and 1996
the advisory fees were $572,484, $547,715 and $576,329, respectively.

TIMCO

TIMCO, an indirect wholly owned subsidiary of Travelers Group Inc., is located
at One Tower Square, Hartford, Connecticut 06183. In addition to providing
investment management and advisory services to Account GIS, TIMCO acts as
investment adviser (or subadviser) for other investment companies which serve
as the funding media for certain variable annuity and variable life insurance
contracts offered by The Travelers Insurance Company and its affiliates. TIMCO
also acts as investment adviser for individual and pooled pension and
profit-sharing accounts and for affiliated companies of The Travelers Insurance
Company.

Investment decisions for Account GIS will be made independently from those of
any other accounts managed by TIMCO. If, however, accounts managed by TIMCO
are simultaneously engaged in the purchase of the same security, then available
securities may be allocated to each account and may be averaged as to price in
whatever manner TIMCO deems to be fair. In some cases, this system might
adversely affect the price or volume of securities being bought or sold by an
account, while in other cases it may produce better executions or lower
brokerage rates.

BROKERAGE

Subject to approval of the Board of Managers, and in accordance with the
Investment Advisory Agreement, TIMCO will place purchase and sale orders for
the portfolio securities of Account GIS through brokerage firms which it may
select from time to time with the objective of seeking the best execution by
responsible brokerage firms at reasonably competitive rates. To the extent
consistent with this policy, certain brokerage transactions may

13
<PAGE> 162
be placed with firms which provide brokerage and research services to TIMCO,
and such transactions may be paid for at higher rates than other firms would
charge. The term "brokerage and research services" includes advice as to the
value of securities; the advisability of investing in, purchasing or selling
securities; the availability of securities for purchasers or sellers of
securities; furnishing analyses and reports concerning issues, industries,
securities, economic factors and trends, portfolio strategy and performance of
accounts; and effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement). These brokerage and
research services may be utilized in providing investment advice to Account GIS
and may also be utilized in providing investment advice and management to all
accounts over which TIMCO exercises investment discretion, but not all of such
services will necessarily be utilized in providing investment advice to all
accounts. This practice may be expected to result in greater cost to the
Accounts than might otherwise be the case if brokers whose charges were based
on execution alone were used for such transactions. TIMCO believes that
brokers' research services are very important in providing investment advice to
the Accounts but is unable to give the services a dollar value. While research
services are not expected to reduce the expenses of TIMCO, TIMCO will, through
the use of these services, avoid the additional expenses which would be
incurred if it should attempt to develop comparable information through its own
staff.

Transactions in the over-the-counter market are placed with the principal
market makers unless better price and execution may be obtained otherwise.
Brokerage fees will be incurred in connection with futures transactions, and
Account GIS will be required to deposit and maintain funds with brokers as
margin to guarantee performance of future obligations.

The overall reasonableness of brokerage commissions paid is evaluated by
personnel of TIMCO responsible for trading and for managing Account GIS's
portfolio by comparing brokerage firms utilized by TIMCO and other firms with
respect to the following factors: the prices paid or received in securities
transactions, speed of execution and settlement, size and difficulty of the
brokerage transactions, the financial soundness of the firms, and the quality,
timeliness and quantity of research information and reports.

The total brokerage commissions paid by Account GIS for the fiscal years ending
December 31, 1994, 1995 and 1996 were $991,682, $866,658 and $890,690,
respectively. For the fiscal year ended December 31, 1996, portfolio
transactions in the amount of $658,047,320 were directed to certain brokers
because of research services, of which $790,252 was paid in commissions with
respect to such transactions. No formula was used in placing such transactions
and no specific amount of transactions was allocated for research services.
For the year ended December 31, 1996, commissions in the amounts of $______ and
$______ were paid to Smith Barney Inc. and The Robinson Humphrey Company, Inc.,
respectively, both affiliates of TIMCO, which equals, for each, ____% and ____%
of Account GIS's aggregate brokerage commissions paid to such brokers during
1996. The percentage of Account GIS's aggregate dollar amount of transactions
involving the payment of commissions effected through Smith Barney and Robinson
Humphrey were ____% and ____%, respectively.

TAMIC

TAMIC, an indirect wholly owned subsidiary of Travelers Group Inc., is located
at One Tower Square, Hartford, Connecticut 06183. In addition to providing
investment management and advisory services to Account QB, TAMIC acts as
investment adviser for other investment companies which serve as the funding
media for certain variable annuity and variable life insurance contracts
offered by The Travelers Insurance Company and its affiliates. TAMIC also acts
as investment adviser for individual and pooled pension and profit-sharing
accounts, for offshore insurance companies affiliated with The Travelers
Insurance Company, and for non-affiliated insurance companies, both domestic
and offshore.

Investment advice and management for TAMIC's clients are furnished in
accordance with their respective investment objectives and policies and
investment decisions for the Accounts will be made independently from those of
any other accounts managed by TAMIC. However, securities owned by Account QB
may also be owned by other clients and it may occasionally develop that the
same investment advice and decision for more than one

14
<PAGE> 163
client is made at the same time. Furthermore, it may develop that a particular
security is bought or sold for only some clients even though it might be held
or bought or sold for other clients, or that a particular security is bought
for some clients when other clients are selling the security. When two or more
accounts are engaged in the purchase or sale of the same security, the
transactions are allocated as to amount in accordance with a formula which is
equitable to each account. It is recognized that in some cases this system
could have a detrimental effect on the price or volume of the security as far
as Account QB is concerned. In other cases, however, it is believed that the
ability of Account QB to participate in volume transactions will produce better
executions for the account.

BROKERAGE

Subject to approval of the Board of Managers, it is the policy of TAMIC, in
executing transactions in portfolio securities, to seek best execution of
orders at the most favorable prices. The determination of what may constitute
best execution and price in the execution of a securities transaction by a
broker involves a number of considerations, including, without limitation, the
overall direct net economic result to Account QB, involving both price paid or
received and any commissions and other cost paid, the efficiency with which the
transaction is effected, the ability to effect the transaction at all where a
large block is involved, the availability of the broker to stand ready to
execute potentially difficult transactions in the future and the financial
strength and stability of the broker. Such considerations are judgmental and
are weighed by management in determining the overall reasonableness of
brokerage commissions paid. Subject to the foregoing, a factor in the
selection of brokers is the receipt of research services, analyses and reports
concerning issuers, industries, securities, economic factors and trends, and
other statistical and factual information. Any such research and other
statistical and factual information provided by brokers is considered to be in
addition to and not in lieu of services required to be performed by TAMIC under
its Investment Advisory Agreements. The cost, value and specific application
of such information are indeterminable and hence are not practicably allocable
among Account QB and other clients of TAMIC who may indirectly benefit from
the availability of such information. Similarly, Account QB may indirectly
benefit from information made available as a result of transactions for such
clients.

Purchases and sales of bonds and money market instruments will usually be
principal transactions and will normally be purchased directly from the issuer
or from the underwriter or market maker for the securities. There usually will
be no brokerage commissions paid for such purchases. Purchases from the
underwriters will include the underwriting commission or concession, and
purchases from dealers serving as market makers will include the spread between
the bid and asked prices. Where transactions are made in the over-the-counter
market, Account QB will deal with primary market makers unless more favorable
prices are otherwise obtainable. Brokerage fees will be incurred in connection
with futures transactions, and Account QB will be required to deposit and
maintain funds with brokers as margin to guarantee performance of future
obligations.

TAMIC may follow a policy of considering the sale of units of Account QB a
factor in the selection of broker-dealers to execute portfolio transactions,
subject to the requirements of best execution described above.

The policy of TAMIC with respect to brokerage is and will be reviewed by the
Board of Managers periodically. Because of the possibility of further
regulatory developments affecting the securities exchanges and brokerage
practices generally, the foregoing practices may be changed, modified or
eliminated.

The total brokerage commissions paid by Account QB for the fiscal years ended
December 31, 1994, 1995 and 1996 were $82,390, $549,540 and $745,209,
respectively. For the fiscal year ended December 31, 1996, no portfolio
transactions were directed to certain brokers because of research services. No
formula is used in placing portfolio transactions with brokers which provide
research services, and no specific amount of transactions is allocated for
research services. Commissions in the amount of $_______ and $______ were paid
to Shearson/American Express and Smith Barney Inc., respectively, both
affiliates of TIMCO, which equals, for each, ____% and ___% of Account QB's
aggregate brokerage commissions paid to such brokers during 1996. The
percentage of the Account QB's aggregate dollar amount of transactions
involving the payment of commissions effected through Shearson/American Express
and Smith Barney were ____% and ___%, respectively.

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<PAGE> 164
VALUATION OF ASSETS

The value of the assets of each Separate Account is determined on each
Valuation Date as of the close of the New York Stock Exchange (the "Exchange").
If the Exchange is not open for trading on any such day, then such computation
shall be made as of the normal close of the Exchange. Each security traded on
a national securities exchange is valued at the last reported sale price on the
Valuation Date. 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 Valuation Date 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 are valued at amortized cost which
approximates market.

THE BOARD OF MANAGERS

The investment and administration of each of the Separate Accounts are
under the direction of the Board of Managers, listed below. Members of the
Board of Managers are elected annually by those Contract Owners participating
in the Separate Accounts. A majority of the members of the Board of Managers
are persons who are not affiliated with The Travelers Insurance Company, TIMCO,
TAMIC or their affiliates.

<TABLE>
<CAPTION>
Name Present Position and Principal Occupation During Last Five Years
- --- ----------------------------------------------------------------
<S> <C>
* Heath B. McLendon Managing Director (1993-present), Smith Barney Inc. ("Smith Barney");
Chairman and Member Chairman (1993-present), Smith Barney Strategy Advisors, Inc.;
388 Greenwich Street President (1994-present), Smith Barney Mutual Funds Management Inc.;
New York, New York Chairman and Director of forty-one investment companies associated with
Age 63 Smith Barney; Chairman, Board of Trustees, Drew University; Trustee,
The East New York Savings Bank; Advisory Director, First Empire State
Corporation; Chairman, Board of Managers, seven Variable Annuity
Separate Accounts of The Travelers Insurance Company+; Chairman, Board
of Trustees, five Mutual Funds sponsored by The Travelers Insurance
Company++; prior to July 1993, Senior Executive Vice President of
Shearson Lehman Brothers Inc.

Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & Angell,
Member Attorneys; Member, Advisory Board (1973-1994), thirty-one mutual funds
2700 Hospital Trust Tower sponsored by Keystone Group, Inc.; Member, Board of Managers, seven
Providence, Rhode Island Variable Annuity Separate Accounts of The Travelers Insurance Company+;
Age 73 Trustee, five Mutual Funds sponsored by The Travelers Insurance
Company.++

</TABLE>

16
<PAGE> 165
<TABLE>
<S> <C>
Robert E. McGill, III Retired manufacturing executive. Director (1983-1995), Executive Vice President (1989-1994) and
Member Senior Vice President, Finance and Administration (1983-1989), The Dexter Corporation
295 Hancock Street (manufacturer of specialty chemicals and materials); Vice Chairman (1990-1992), Director
Williamstown, Massachusetts (1983-1995), Life Technologies, Inc. (life science/biotechnology products); Director,
Age 65 (1994-present), The Connecticut Surety Corporation (insurance); Director (1995-present),
Calbiochem Novachem International (life science/biotechnology products); Director
(1995-present), Chemfab Corporation (specialty materials manufacturer); Member, Board of
Managers, seven Variable Annuity Separate Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance Company.++

Lewis Mandell Dean, College of Business Administration (1995-present), Marquette University; Professor of
Member Finance (1980-1995) and Associate Dean (1993- 1995), School of Business Administration, and
606 N. 13th Street Director, Center for Research and Development in Financial Services (1980-1995), University of
Milwaukee, WI 53233 Connecticut; Director (1992-present), GZA Geoenvironmental Tech, Inc. (engineering services);
Age 54 Member, Board of Managers, seven Variable Annuity Separate Accounts of The Travelers Insurance
Company+; Trustee, five Mutual Funds sponsored by The Travelers Insurance Company.++

Frances M. Hawk Portfolio Manager (1992-present), HLM Management Company, Inc. (investment management);
Member Assistant Treasurer, Pensions and Benefits. Management (1989-1992), United Technologies
222 Berkeley Street Corporation (broad-based designer and manufacturer of high technology products); Member, Board
Boston, Massachusetts of Managers, seven Variable Annuity Separate Accounts of The Travelers Insurance Company+;
Age 49 Trustee, five Mutual Funds sponsored by The Travelers Insurance Company.++

Ernest J. Wright Assistant Secretary (1994-present), Counsel (1987-present), The Travelers Insurance Company;
Secretary to the Board Secretary, Board of Managers, seven Variable Annuity Separate Accounts of The Travelers
One Tower Square Insurance Company+; Secretary, Board of Trustees, five Mutual Funds sponsored by The Travelers
Hartford, Connecticut Insurance Company.++
Age 56

Kathleen A. McGah Assistant Secretary and Counsel (1995-present), The Travelers Insurance Company; Assistant
Assistant Secretary to the Board Secretary, Board of Managers, seven Variable Annuity Separate Accounts of The Travelers
One Tower Square Insurance Company+; Assistant Secretary, Board of Trustees, five Mutual Funds sponsored by The
Hartford, Connecticut Travelers Insurance Company.++ Prior to January 1995, Counsel, ITT Hartford Life Insurance
Age 45 Company.

</TABLE>

17
<PAGE> 166
++ These five Mutual Funds are: Capital Appreciation Fund, Cash Income
Trust, High Yield Bond Trust, Managed Assets Trust and The Travelers
Series Trust.

* Mr. McLendon is an "interested person" within the meaning of
the 1940 Act by virtue of his position as Managing Director of Smith Barney
Inc., an indirect wholly owned subsidiary of Travelers Group Inc. and also owns
shares and options to purchase shares of Travelers Group Inc., the indirect
parent of The Travelers Insurance Company.

DISTRIBUTION AND MANAGEMENT SERVICES

Under the terms of a Distribution and Management Agreement each Separate
Account, the Company and Tower Square Securities, Inc., the Company provides
all sales and administrative services and mortality and expense risk guarantees
related to variable annuity contracts issued by the Company in connection with
Account GIS and assumes the risk of minimum death benefits, as applicable. The
Company also pays all sales costs (including costs associated with the
preparation of sales literature); all costs of qualifying Account GIS and the
variable annuity contracts with regulatory authorities; the costs of proxy
solicitation; all custodian, accountants' and legal fees; and all compensation
paid to the unaffiliated members of the Board of Managers. The Company also
provides without cost to Account GIS all necessary office space, facilities,
and personnel to manage its affairs.

The Company received the following amounts from the Separate Accounts in each
of the last three fiscal years for services provided under the Distribution and
Management Agreements:

<TABLE>
<CAPTION>
SEPARATE ACCOUNT 1996 1995 1994
<S> <C> <C> <C>
GIS $5,889,123 $ 4,557,639 $ 4,025,788
QB $2,322,938 $ 2,119,384 $ 2,156,643

</TABLE>

SECURITIES CUSTODIAN

Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, New York, is the
custodian of the portfolio securities and similar investments of Accounts GIS
and QB.

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<PAGE> 167
INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P., certified public accountants, 100 Pearl Street,
Hartford, Connecticut, are the independent auditors for Accounts GIS and QB.
The services provided to these Separate Accounts include primarily the
examination of the Accounts' financial statements. The financial statements of
Accounts GIS and QB have been audited by Coopers & Lybrand L.L.P., as indicated
in their reports thereon in reliance upon the authority of said firm as experts
in accounting and auditing.

The consolidated balance sheet of The Travelers Insurance Company and
Subsidiaries (the "Company") as of December 31, 1995 and 1994 and the
consolidated statements of operations and retained earnings and cash flows for
the years then ended, have been included herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. The report of
KPMG Peat Marwick LLP covering the December 31, 1995 consolidated financial
statements of the Company refers to a change in the accounting for investments
in accordance with provisions of Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities," in
1994.

The statements of operations and retained earnings and cash flows of the
Company for the year ended December 31, 1993, included in the Company's Form
10-K for the year ended December 31, 1995, have been included herein in
reliance upon the report dated January 24, 1994 of Coopers & Lybrand L.L.P.,
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.

19
<PAGE> 168

FINANCIAL STATEMENTS

THE 1995 FINANCIALS WILL BE INCLUDED HERE.

<PAGE> 169

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 170

THETRAVELERS

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES AND
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

GROUP VARIABLE ANNUITY CONTRACTS

ISSUED BY

THE TRAVELERS INSURANCE COMPANY

Pension and Profit-Sharing Programs

L-11162S TIC Ed. 5-97
Printed in U.S.A.
<PAGE> 171
STATEMENT OF ADDITIONAL INFORMATION

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES AND
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

INDIVIDUAL VARIABLE ANNUITY CONTRACTS ISSUED BY
THE TRAVELERS INSURANCE COMPANY

MAY 1, 1997

This Statement of Additional Information ("SAI") is not a prospectus
but relates to, and should be read in conjunction with, the Prospectus dated
May 1, 1997. A copy of the Prospectus may be obtained by writing to The
Travelers Insurance Company (the "Company"), Annuity Services, One Tower
Square, Hartford, Connecticut 06183-5030, or by calling 860-422-3985.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . . . . 2
The Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES . . . . . 4
DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . . . . . . 6
WRITING COVERED CALL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . 6
BUYING PUT AND CALL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 7
FUTURES CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
MONEY MARKET INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 10
INVESTMENT MANAGEMENT AND ADVISORY SERVICES . . . . . . . . . . . . . . . . . . . . . 12
Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
TIMCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
TAMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
VALUATION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
THE BOARD OF MANAGERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
DISTRIBUTION AND MANAGEMENT SERVICES . . . . . . . . . . . . . . . . . . . . . . . . 18
SECURITIES CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
FINANCIAL STATEMENTS - THE TRAVELERS INSURANCE COMPANY . . . . . . . . . . . . . . .

</TABLE>

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DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS

THE INSURANCE COMPANY

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

THE SEPARATE ACCOUNTS

Each of the Separate Accounts which serve as the funding vehicles for the
Variable Annuity contracts described in this SAI meets the definition of a
separate account under the federal securities laws, and will comply with the
provisions of the Investment Company Act of 1940, as amended (the "1940 Act").
Additionally, the operations of each of the Separate Accounts are subject to
the provisions of Section 38a-433 of the Connecticut General Statutes which
authorizes the Connecticut Insurance Commissioner to adopt regulations under
it. The Section contains no restrictions on investments of the Separate
Accounts, and the Commissioner has adopted no regulations under the Section
that affect the Separate Accounts.

The Travelers Growth and Income Stock Account for Variable Annuities (Account
GIS) was established on September 22, 1967, and The Travelers Quality Bond
Account for Variable Annuities (Account QB) was established on July 29, 1974.
Each of the Separate Accounts, although an integral part of the Company, is
registered with the Securities and Exchange Commission ("SEC") as a
diversified, open-end management investment company under the 1940 Act. The
assets of Accounts GIS and QB are invested directly in securities (such as
stocks, bonds or money market instruments) which are compatible with the stated
investment policies of each account.

<TABLE>
<S> <C>
ACCOUNT GIS: The primary objective of Account GIS is long-term
accumulation of principal through capital appreciation and retention
of net investment income. The assets of Account GIS will normally
be invested in a portfolio of common stocks spread over industries
and companies.

ACCOUNT QB: The primary objective of Account QB is current income, moderate
capital volatility and total return. Assets of Account QB will
be invested in short-term to intermediate-term bonds or other
debt securities with a market value-weighted average maturity of
five years or less.
</TABLE>

INVESTMENT OBJECTIVES AND POLICIES

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The percentage restrictions (for either fundamental investment policies or
investment restrictions) are interpreted such that if they are adhered to at
the time of investment, a later increase in a percentage beyond the specified
limit resulting from a change in the values of portfolio securities or in the
amount of net assets shall not be considered a violation. It must be
recognized that there are risks inherent in the ownership of any investment and
that there can be no assurance that the investment objectives of the Separate
Accounts will be achieved.

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT OBJECTIVE

INVESTMENT RESTRICTIONS

<TABLE>
<S> <C>
1. Not more than 5% of the assets of the Account will be invested in
the securities of any one issuer, except obligations of the
United States Government and its instrumentalities.

2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that such
borrowings will not exceed 5% of the value of the assets of the
Account and that immediately after the borrowing, and at all
times thereafter, and while any such borrowing is unrepaid,
there will be asset coverage of at least 300% for all borrowings of
the Account.

3. Securities of other issuers will not be underwritten, except that the
Account could be deemed an underwriter when engaged in the
sale of restricted securities. (See item 13.)

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established market.

</TABLE>

<PAGE> 174
6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures or other evidences
of indebtedness of a type customarily purchased by institutional
investors. (See item 13.)

7. Investments will not be made in the securities of a company for
the purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer
will be acquired. (It is the present practice of Account GIS
not to exceed 5% of the voting securities of any one issuer.)

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for short-term
credits which are necessary for the clearance of transactions,
and for the placement of not more than 5% of its net asset value
in total margin deposits for positions in futures contracts.

12. The Account will not invest in the securities of other
investment companies, except as part of a plan of merger,
consolidation or acquisition of assets.

13. Not more than 5% of the value of the assets of the Account may
be invested in restricted securities (securities which may not
be publicly offered without registration under the Securities
Act of 1933).

Changes in the investments of Account GIS may be made from time to time to take
into account changes in the outlook for particular industries or companies.
Account GIS's investments will not, however, be concentrated in any one
industry; that is, no more than twenty-five percent (25%) of the value of its
assets will be invested in any one industry. While Account GIS may
occasionally invest in foreign securities, it is not anticipated that such
investments will, at any time, account for more than ten percent (10%) of its
investment portfolio.

PORTFOLIO TURNOVER

Although Account GIS intends to purchase securities for long-term appreciation
of capital and income, and does not intend to place emphasis on obtaining
short-term trading profits, such short-term trading may occur. A higher
turnover rate should not be interpreted as indicating a variation from the
stated investment policy of seeking long-term accumulation of capital, and will
normally increase the brokerage costs of Account GIS. However, negotiated fees
and the use of futures contracts will help to reduce brokerage costs. While
there is no restriction on portfolio turnover, Account GIS expects to have a
moderate to high level of portfolio turnover in the range of ___% to __0%. The
portfolio turnover rate for Account GIS for the years ended December 31, 1994,
1995 and 1996 was __%, ___% and __%, respectively.

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT OBJECTIVE

The basic investment objective of Account QB is the selection of investments
from the point of view of an investor concerned primarily with current income,
moderate capital volatility and total return.

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It is contemplated that the assets of Account QB will be invested in money
market obligations, including, but not limited to, Treasury bills, repurchase
agreements, commercial paper, bank certificates of deposit and bankers'
acceptances, and in publicly traded debt securities, including bonds, notes,
debentures, equipment trust certificates and short-term instruments. These
securities may carry certain equity features such as conversion or exchange
rights or warrants for the acquisition of stocks of the same or different
issuer, or participations based on revenues, sales or profits. It is currently
anticipated that the market value-weighted average maturity of the portfolio
will not exceed five years. (In the case of mortgage-backed securities, the
estimated average life of cash flows will be used instead of average maturity.)
Investments in longer term obligations may be made if the Board of Managers
concludes that the investment yields justify a longer term commitment.

The portfolio will be actively managed and Account QB may sell investments
prior to maturity to the extent that this action is considered advantageous in
light of factors such as market conditions or brokerage costs. While the
investments of Account QB are generally not listed securities, there are firms
which make markets in the type of debt instruments which Account QB holds. No
problems of salability are anticipated with regard to the investments of
Account QB.

The Board of Managers will weigh considerations of risks, yield and ratings in
implementing Account QB's fundamental investment policies. There are no
specific criteria with regard to quality or ratings of the investments of
Account QB, but it is anticipated that they will be of investment grade or its
equivalent as determined in good faith by the Board of Managers. There may or
may not be more risk in investing in debt instruments where there are no
specific criteria with regard to quality or ratings of the investments.

INVESTMENT RESTRICTIONS

1. Not more than 15% of the value of the assets of Account QB will
be invested in the securities of any one issuer, except
obligations of the United States Government and its
instrumentalities, for which there is no limit.

2. Borrowings will not be made, except that the right is reserved
to borrow from banks for emergency purposes, provided that these
borrowings will not exceed 5% of the value of the assets of
Account QB and that immediately after the borrowing, and at all
times thereafter, and while any borrowing is unrepaid, there
will be asset coverage of at least 300% for all borrowings of
Account QB.

3. Securities of other issuers will not be underwritten, except
that Account QB could be deemed to be an underwriter when
engaged in the sale of restricted securities.

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established
market.

6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures and other evidences
of indebtedness of a type customarily purchased by institutional
investors.

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<PAGE> 176
7. Investments will not be made in the securities of a company for
the purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer
will be acquired.

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

12. Account QB will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

13. The average period of maturity (or in the case of
mortgage-backed securities, the estimated average life of cash
flows) of all fixed interest debt instruments held by Account QB
will not exceed five years.

The investments of Account QB will not be concentrated in any one industry;
that is, no more than twenty-five percent (25%) of the value of its assets will
be invested in any one industry. There is no investment policy as to Account
QB's investment in foreign securities.

PORTFOLIO TURNOVER

Brokerage costs associated with short-term debt instruments are significantly
lower than those incurred on equity investments, and thus, a high portfolio
turnover rate would not adversely affect the brokerage costs of Account QB to
the same extent as high turnover in a separate account which invests primarily
in common stock. The portfolio turnover rate for Account QB for the years
ended December 31, 1993, 1994 and 1995 was 24%, 27% and 138%, respectively.
The marked increase in the portfolio turnover rate for 1995 was due to a
restructuring of corporate bond positions in order to seek increased return.

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNTS

WRITING COVERED CALL OPTIONS

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The premium received for writing a covered call option will be recorded as a
liability in the Account's Statement of Assets and Liabilities. This liability
will be adjusted daily to the option's current market value, which will be the
latest sale price at the close of the New York Stock Exchange, or, in the
absence of such sale, at the latest bid quotation. The liability will be
extinguished upon expiration of the option, the purchase of an identical option
in a closing transaction, or delivery of the underlying security upon exercise
of the option.

A previously written call option can be closed out by purchasing an identical
call option only on a national securities exchange which provides a secondary
market in the call option. There is no assurance that a liquid secondary
market will exist for a particular call option at such time. If Account GIS
cannot effect a closing transaction, it will not be able to sell the underlying
security while the previously written option remains outstanding, even though
it might otherwise be advantageous to do so.

BUYING PUT AND CALL OPTIONS

Put and call options will be employed for bona fide hedging purposes only.
Liquid securities sufficient to fulfill the call option delivery obligation
will be identified and segregated in an account; deliverable securities
sufficient to fulfill the put option obligation will be similarly identified
and segregated. In the case of put options on futures contracts, portfolio
securities whose price volatility is expected to match that of the underlying
futures contract will be identified and segregated.

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FUTURES CONTRACTS

STOCK INDEX FUTURES

Account GIS will invest in stock index futures. A stock index futures contract
provides for one party to take and the other to make delivery of an amount of
cash over the hedging period equal to specified amount times the difference
between a stock index value at the close of the last trading day of the
contract or the selling price and the price at which the futures contract is
originally struck. The stock index assigns relative values to the common
stocks included in the index and reflects overall price trends in the
designated market for equity securities. Therefore, price changes in a stock
index futures contract reflect changes in the specified index of equity
securities on which the futures contract is based. Stock index futures may
also be used, to a limited extent, to hedge specific common stocks with respect
to market (systematic) risk (involving the market's assessment of overall
economic prospects) as distinguished from stock-specific risk (involving the
market's evaluation of the merits of the issuer of a particular security). By
establishing an appropriate "short" position in stock index futures, Account
GIS may seek to protect the value of its equity securities against an overall
decline in the market for equity securities. Alternatively, in anticipation of
a generally rising market, Account GIS can seek to avoid losing the benefit of
apparently low current prices by establishing a "long" position in stock index
futures and later liquidating that position as particular equity securities are
in fact acquired. Account GIS will not be a hedging fund; however, to the
extent that any hedging strategies actually employed are successful, Account
GIS will be affected to a lesser degree by adverse overall market price
movements unrelated to the merits of specific portfolio equity securities than
would otherwise be the case. Gains and losses on futures contracts employed as
hedges for specific securities will normally be offset by losses or gains,
respectively, on the hedged security.

INTEREST RATE FUTURES

Open futures positions on debt securities will be valued at the most recent
settlement price, unless such price does not appear to the Board of Managers to
reflect the fair value of the contract, in which case the positions will be
valued at fair value determined in good faith by or under the direction of the
Board of Managers.

FUTURES MARKETS AND REGULATIONS

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When a futures contract is purchased, Accounts GIS and QB will set aside, in an
identifiable manner, an amount of cash and cash equivalents equal to the total
market value of the futures contract, less the amount of the initial margin.
The Accounts will incur brokerage fees in connection with their futures
transactions, and will be required to deposit and maintain funds with brokers
as margin to guarantee performance of future obligations.

Positions taken in the futures markets are not normally held to maturity, but
instead are liquidated through offsetting transactions which may result in a
profit or a loss. Closing out an open futures contract sale or purchase is
effected by entering into an offsetting futures contract purchase or sale,
respectively, for the same aggregate amount of the stock index or interest rate
futures contract and the same delivery date. If the offsetting purchase price
is less than the original sale price, the Accounts realize a gain; if it is
more, the Accounts realize a loss. Conversely, if the offsetting sale price is
more than the original purchase price, the Accounts realize a gain; if less, a
loss. While futures positions taken by the Accounts will usually be liquidated
in this manner, the Accounts may instead make or take delivery of the
underlying securities whenever it appears economically advantageous for them to
do so. In determining gain or loss, transaction costs must also be taken into
account. There can be no assurance that the Accounts will be able to enter
into an offsetting transaction with respect to a particular contract at a
particular time.

A clearing corporation associated with the exchange on which futures are traded
guarantees that the sale and purchase obligations will be performed with regard
to all positions that remain open at the termination of the contract.

All stock index and interest rate futures will be traded on exchanges that are
licensed and regulated by the Commodity Futures Trading Commission ("CFTC").
Stock index futures are currently traded on the New York Futures Exchange and
the Chicago Mercantile Exchange. Interest rate futures are actively traded on
the Chicago Board of Trade and the International Monetary Market at the Chicago
Mercantile Exchange.

The investment advisers do not believe any of the Accounts to be a "commodity
pool" as defined under the Commodity Exchange Act. The Accounts will only
enter into futures contracts for bona fide hedging or other appropriate risk
management purposes as permitted by CFTC regulations and interpretations, and
subject to the requirements of the SEC. The Accounts will not purchase or sell
futures contracts for which the aggregate initial margin exceeds five percent
(5%) of the fair market value of their individual assets, after taking into
account unrealized profits and unrealized losses on any such contracts which
they have entered into. The Accounts will further seek to assure that
fluctuations in the price of any futures contracts that they use for hedging
purposes will be substantially related to fluctuations in the price of the
securities which they hold or which they expect to purchase, although there can
be no assurance that the expected result will be achieved.

As evidence of their hedging intent, the Accounts expect that on seventy-five
percent (75%) or more of the occasions on which they purchase a long futures
contract, they will effect the purchase of securities in the cash market or
take delivery at the close of a futures position. In particular cases,
however, when it is economically advantageous, a long futures position may be
terminated without the corresponding purchase of securities.

SPECIAL RISKS

While certain futures contracts may be purchased and sold to reduce certain
risks, these transactions may entail other risks. Thus, while the Accounts may
benefit from the use of such futures, unanticipated changes in stock price
movements or interest rates may result in a poorer overall performance for the
Account than if it had not entered into such futures contracts. Moreover, in
the event of an imperfect correlation between the futures position and the
portfolio position which is intended to be protected, the desired protection
may not be obtained and the Accounts may be exposed to risk of loss. The
investment advisers will attempt to reduce this risk by engaging in futures
transactions, to the extent possible, where, in their judgment, there is a
significant correlation between changes in the prices of the futures contracts
and the prices of any portfolio securities sought to be hedged.

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In addition to the possibility that there may be a less than perfect
correlation between movements in the futures contracts and securities in the
portfolio being hedged, the prices of futures contracts may not correlate
perfectly with movements in the underlying security due to certain market
distortions. First, rather than meeting variation margin deposit requirements
should a futures contract value move adversely, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the index and futures markets. Second, since margin
requirements in the futures market are less onerous than in the securities
market, the futures market may attract more speculators than the securities
market. Increased participation by speculators may cause temporary price
distortions. Due to the possibility of such price distortion, and also because
of the imperfect correlation discussed above, even a correct forecast of
general market trends by the investment advisers may not result in a successful
hedging transaction in the futures market over a short time period. However,
as is noted above, the use of financial futures by the Accounts is intended
primarily to limit transaction and borrowing costs. At no time will the
Accounts use financial futures for speculative purposes.

Successful use of futures contracts for hedging purposes is also subject to the
investment advisers' ability to predict correctly movements in the direction of
the market. However, the investment advisers believe that over time the value
of the Accounts' portfolios will tend to move in the same direction as the
market indices which are intended to correlate to the price movements of the
portfolio securities sought to be hedged.

MONEY MARKET INSTRUMENTS

Money market securities are instruments with remaining maturities of one year
or less, such as bank certificates of deposit, bankers' acceptances, commercial
paper (including master demand notes), and obligations issued or guaranteed by
the United States Government, its agencies or instrumentalities, some of which
may be subject to repurchase agreements.

CERTIFICATES OF DEPOSITS

Certificates of deposit are receipts issued by a bank in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest
to the bearer of the receipt on the date specified on the certificate. The
certificate usually can be traded in the secondary market prior to maturity.

Certificates of deposit will be limited to U.S. dollar-denominated certificates
of United States banks which have at least $1 billion in deposits as of the
date of their most recently published financial statements (including foreign
branches of U.S. banks, U.S. branches of foreign banks which are members of the
Federal Reserve System or the Federal Deposit Insurance Corporation).

The Accounts will not acquire time deposits or obligations issued by the
International Bank for Reconstruction and Development, the Asian Development
Bank or the Inter-American Development Bank. Additionally, the Accounts do not
currently intend to purchase such foreign securities (except to the extent that
certificates of deposit of foreign branches of U.S. banks may be deemed foreign
securities) or purchase certificates of deposit, bankers' acceptances or other
similar obligations issued by foreign banks.

BANKERS' ACCEPTANCES

Bankers' acceptances typically arise from short-term credit arrangements
designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then "accepted" by the bank which, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be
as long as 270 days, most acceptances have maturities of six months or less.
Bankers' acceptances acquired by the Accounts must have been accepted by U.S.
commercial banks, including foreign branches of U.S. commercial banks, having
total deposits at the time of purchase in excess of $1 billion, and must be
payable in U.S. dollars.

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COMMERCIAL PAPER RATINGS

Investments in commercial paper are limited to those rated A-1 by Standard &
Poor's Corporation and Prime-1 by Moody's Investors Service, Inc. Commercial
paper rated A-1 by S&P has the following characteristics: (1) liquidity ratios
are adequate to meet cash requirements; (2) the issuer's long-term senior debt
is rated "A" or better, although in some cases "BBB" credits may be allowed;
(3) the issuer has access to at least two additional channels of borrowing; (4)
basic earnings and cash flow have an upward trend with allowances made for
unusual circumstances; and (5) the issuer's industry is typically well
established and the issuer has a strong position within the industry.

The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the following:
(1) evaluating the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks
which may be inherent in certain areas; (3) evaluation of the issuer's products
in relation to competition and customer acceptance; (4) liquidity; (5) amount
and quality of long-term debt; (6) trend of earnings over a period of ten
years; (7) financial strength of a parent company and the relationship which
exists with the issuer; and (8) recognition by the management of obligations
which may be present or may arise as a result of public preparations to meet
such obligations. The relative strength or weakness of the above factors
determines how the issuer's commercial paper is rated within various
categories.

MASTER DEMAND NOTES

Master demand notes are unsecured obligations that permit the investment of
fluctuating amounts at varying rates of interest pursuant to direct
arrangements between the lender (issuer) and the borrower. Master demand notes
may permit daily fluctuations in the interest rate and daily changes in the
amounts borrowed. An Account has the right to increase the amount under the
note at any time up to the full amount provided by the note agreement, or to
decrease the amount, and the borrower may repay up to the full amount of the
note without penalty. Notes purchased by a separate account must permit it to
demand payment of principal and accrued interest at any time (on not more than
seven days notice) or to resell the note at any time to a third party. Master
demand notes may have maturities of more than one year, provided they specify
that (i) the account be entitled to payment of principal and accrued interest
upon not more than seven days notice, and (ii) the rate of interest on such
notes be adjusted automatically at periodic intervals which normally will not
exceed 31 days, but which may extend up to one year. Because these types of
notes are direct lending arrangements between the lender and the borrower, such
instruments are not normally traded, and there is no secondary market for these
notes, although they are redeemable and thus repayable by the borrower at face
value plus accrued interest at any time. Accordingly, the right to redeem is
dependent upon the ability of the borrower to pay principal and interest on
demand. In connection with master demand note arrangements, the investment
adviser considers earning power, cash flow, and other liquidity ratios of the
borrower to pay principal and interest on demand. These notes, as such, are
not typically rated by credit rating agencies. Unless they are so rated, a
separate account may invest in them only if at the time of an investment the
issuer meets the criteria set forth above for commercial paper. The notes will
be deemed to have a maturity equal to the longer of the period remaining to the
next interest rate adjustment or the demand notice period.

UNITED STATES GOVERNMENT SECURITIES

Securities issued or guaranteed by the United States Government include a
variety of Treasury securities that differ only in their interest rates,
maturities and dates of issuance. Treasury Bills have maturities of one year
or less, Treasury Notes have maturities of one to ten years, and Treasury Bonds
generally have maturities of greater than ten years at the date of issuance.

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Cooperatives, Federal Home Loan Banks, Federal Loan Mortgage Corporation,
Federal Intermediate Credit Banks, Federal Land Banks, Maritime Administration,
The Tennessee Valley Authority, District of Columbia Armory Board and Federal
National Mortgage Association.

REPURCHASE AGREEMENTS

In executing a repurchase agreement, a portfolio purchases eligible securities
subject to the seller's simultaneous agreement to repurchase them on a mutually
agreed upon date and at a mutually agreed upon price. The purchase and resale
prices are negotiated with the counterparty on the basis of current short-term
interest rates, which may be more or less than the rate on the securities
collateralizing the transaction. Physical delivery or, in the case of
"book-entry" securities, segregation in the counterparty's account at the
Federal Reserve for the benefit of the Portfolio is required to establish a
perfected claim to the collateral for the term of the agreement in the event
the counterparty fails to fulfill its obligation.

As the securities collateralizing a repurchase transaction are generally of
longer maturity than the term of the transaction, in the event of default by
the counterparty on its obligation, the Portfolio would bear the risks of
delay, adverse market fluctuation and transaction costs in disposing of the
collateral.

INVESTMENT MANAGEMENT AND ADVISORY SERVICES

Each of these agreements will continue in effect as described below in (3), as
required by the 1940 Act. Each of the agreements:

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1. provides that for investment management and advisory services,
the Company will pay to TIMCO and TAMIC, an advisory fee based
on the current value of the assets of the accounts for which
TIMCO and TAMIC act as investment adviser (see "Advisory Fees"
below);

2. may not be terminated by TIMCO or TAMIC without prior approval
of a new investment advisory agreement by those casting a
majority of the votes entitled to be cast and will be subject to
termination without the payment of any penalty, upon sixty days'
written notice, by the Board of Managers or by a vote of those
casting a majority of the votes entitled to be cast;

3. will continue in effect for a period more than two years from
the date of its execution, only so long as its continuance is
specifically approved at least annually by a vote of a majority
of the Board of Managers, or by a vote of a majority of the
outstanding voting securities of the Account. In addition, and
in either event, the terms of the agreement must be approved
annually by a vote of a majority of the Board of Managers who
are not parties to, or interested persons of any party to, the
agreement, cast in person, at a meeting called for the purpose
of voting on the approval and at which the Board of Managers has
been furnished the information that is reasonably necessary to
evaluate the terms of the agreement;

4. will automatically terminate upon assignment.

ADVISORY FEES

For furnishing investment management and advisory services to Account GIS,
TIMCO is paid an amount equivalent on an annual basis to 0.45% of the average
daily net assets of Account GIS. The total advisory fees paid to TIMCO by
Account GIS for the fiscal years ended December 31, 1994, 1995 and 1996 were
$1,368,700, $1,700,124 and $2,079,020, respectively.

TIMCO

BROKERAGE

13
<PAGE> 184
firms at reasonably competitive rates. To the extent consistent with this
policy, certain brokerage transactions may be placed with firms which provide
brokerage and research services to TIMCO, and such transactions may be paid for
at higher rates than other firms would charge. The term "brokerage and
research services" includes advice as to the value of securities; the
advisability of investing in, purchasing or selling securities; the
availability of securities for purchasers or sellers of securities; furnishing
analyses and reports concerning issues, industries, securities, economic
factors and trends, portfolio strategy and performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). These brokerage and research services may
be utilized in providing investment advice to Account GIS and may also be
utilized in providing investment advice and management to all accounts over
which TIMCO exercises investment discretion, but not all of such services will
necessarily be utilized in providing investment advice to all accounts. This
practice may be expected to result in greater cost to the Accounts than might
otherwise be the case if brokers whose charges were based on execution alone
were used for such transactions. TIMCO believes that brokers' research
services are very important in providing investment advice to the Accounts but
is unable to give the services a dollar value. While research services are not
expected to reduce the expenses of TIMCO, TIMCO will, through the use of these
services, avoid the additional expenses which would be incurred if it should
attempt to develop comparable information through its own staff.

Transactions in the over-the-counter market are placed with the principal
market makers unless better price and execution may be obtained otherwise.
Brokerage fees will be incurred in connection with futures transactions, and
Account GIS will be required to deposit and maintain funds with brokers as
margin to guarantee performance of future obligations.

TAMIC

TAMIC, an indirect wholly owned subsidiary of Travelers Group Inc., is located
at One Tower Square, Hartford, Connecticut 06183. In addition to providing
investment management and advisory services to Account QB, TAMIC acts as
investment adviser for investment companies which serve as the funding media
for certain variable annuity and variable life insurance contracts offered by
The Travelers Insurance Company and its affiliates. TAMIC also acts as
investment adviser for individual and pooled pension and profit-sharing
accounts, for offshore insurance companies affiliated with The Travelers
Insurance Company, and for non-affiliated insurance companies, both domestic
and offshore.

14
<PAGE> 185
by other clients and it may occasionally develop that the same investment
advice and decision for more than one client is made at the same time.
Furthermore, it may develop that a particular security is bought or sold for
only some clients even though it might be held or bought or sold for other
clients, or that a particular security is bought for some clients when other
clients are selling the security. When two or more accounts are engaged in the
purchase or sale of the same security, the transactions are allocated as to
amount in accordance with a formula which is equitable to each account. It is
recognized that in some cases this system could have a detrimental effect on
the price or volume of the security as far as Account QB is concerned. In
other cases, however, it is believed that the ability of Account QB to
participate in volume transactions will produce better executions for the
account.

BROKERAGE

Subject to approval of the Board of Managers, it is the policy of TAMIC, in
executing transactions in portfolio securities, to seek best execution of
orders at the most favorable prices. The determination of what may constitute
best execution and price in the execution of a securities transaction by a
broker involves a number of considerations, including, without limitation, the
overall direct net economic result to Account QB, involving both price paid or
received and any commissions and other cost paid, the efficiency with which the
transaction is effected, the ability to effect the transaction at all where a
large block is involved, the availability of the broker to stand ready to
execute potentially difficult transactions in the future and the financial
strength and stability of the broker. Such considerations are judgmental and
are weighed by management in determining the overall reasonableness of
brokerage commissions paid. Subject to the foregoing, a factor in the
selection of brokers is the receipt of research services, analyses and reports
concerning issuers, industries, securities, economic factors and trends, and
other statistical and factual information. Any such research and other
statistical and factual information provided by brokers is considered to be in
addition to and not in lieu of services required to be performed by TAMIC under
its Investment Advisory Agreements. The cost, value and specific application
of such information are indeterminable and hence are not practicably allocable
among Account QB and other clients of TAMIC who may indirectly benefit from the
availability of such information. Similarly, Account QB may indirectly benefit
from information made available as a result of transactions for such clients.

Purchases and sales of bonds and money market instruments will usually be
principal transactions and will normally be purchased directly from the issuer
or from the underwriter or market maker for the securities. There usually will
be no brokerage commissions paid for such purchases. Purchases from the
underwriters will include the underwriting commission or concession, and
purchases from dealers serving as market makers will include the spread between
the bid and asked prices. Where transactions are made in the over-the-counter
market, Account QB will deal with primary market makers unless more favorable
prices are otherwise obtainable. Brokerage fees will be incurred in connection
with futures transactions, and Account QB will be required to deposit and
maintain funds with brokers as margin to guarantee performance of future
obligations.

The policy of TAMIC with respect to brokerage is and will be reviewed by the
Board of Managers periodically. Because of the possibility of further
regulatory developments affecting the securities exchanges and brokerage
practices generally, the foregoing practices may be changed, modified or
eliminated.

The total brokerage commissions paid by Account QB for the fiscal years ended
December 31, 1994, 1995 and 1996 were $82,390, $549,540 and $745,209,
respectively. For the fiscal year ended December 31, 1996, no portfolio
transactions were directed to certain brokers because of research services. No
formula is used in placing portfolio transactions with brokers which provide
research services, and no specific amount of transactions is allocated for
research services. Commissions in the amount of $______ and $_____ were paid
to Shearson/American Express and Smith Barney Inc., respectively, both
affiliates of TIMCO, which equals, for each, ____% and ___% of Account QB's
aggregate brokerage commissions paid to such brokers during 1996. The
percentage of the Account QB's aggregate dollar amount of transactions
involving the payment of commissions effected through Shearson/American Express
and Smith Barney were ____% and ___%, respectively.

15
<PAGE> 186
VALUATION OF ASSETS

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 are valued at amortized cost which
approximates market.

THE BOARD OF MANAGERS

The investment and administration of each of the Separate Accounts are under
the direction of the Board of Managers, listed below. Members of the Board of
Managers are elected annually by those Contract Owners participating in the
Separate Accounts. A majority of the members of the Board of Managers are
persons who are not affiliated with The Travelers Insurance Company, TIMCO,
TAMIC or their affiliates.

<TABLE>
<CAPTION>
Name Present Position and Principal Occupation During Last Five Years
- ---- ----------------------------------------------------------------
<S> <C>
*Heath B. McLendon Managing Director (1993-present), Smith Barney Inc. ("Smith Barney"); Chairman
Chairman and Member (1993-present), Smith Barney Strategy Advisors, Inc.; President (1994-present),
388 Greenwich Street Smith Barney Mutual Funds Management Inc.; Chairman and Director of forty-one
New York, New York investment companies associated with Smith Barney; Chairman, Board of Trustees,
Age 63 Drew University; Trustee, The East New York Savings Bank; Advisory Director,
First Empire State Corporation; Chairman, Board of Managers, seven Variable
Annuity Separate Accounts of The Travelers Insurance Company+; Chairman, Board
of Trustees, five Mutual Funds sponsored by The Travelers Insurance Company++;
prior to July 1993, Senior Executive Vice President of Shearson Lehman Brothers
Inc.

Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & Angell,
Member Attorneys; Member, Advisory Board (1973-1994), thirty-one mutual funds
2700 Hospital Trust Tower sponsored by Keystone Group, Inc.; Member, Board of Managers, seven Variable
Providence, Rhode Island Annuity Separate Accounts of The Travelers Insurance Company+; Trustee, five
Age 73 Mutual Funds sponsored by The Travelers Insurance Company.++
</TABLE>

16
<PAGE> 187
<TABLE>
<S> <C>
Robert E. McGill, III Retired manufacturing executive. Director (1983-1995), Executive Vice
Member President (1989-1994) and Senior Vice President, Finance and
295 Hancock Street Administration (1983-1989), The Dexter Corporation (manufacturer of
Williamstown, Massachusetts specialty chemicals and materials); Vice Chairman (1990-1992), Director
Age 65 (1983-1995), Life Technologies, Inc. (life science/biotechnology
products); Director, (1994-present), The Connecticut Surety Corporation
(insurance); Director (1995-present), Calbiochem Novachem International (life
science/biotechnology products); Director (1995-present), Chemfab Corporation
(specialty materials manufacturer); Member, Board of Managers, seven
Variable Annuity Separate Accounts of The Travelers Insurance Company+;
Trustee, five Mutual Funds sponsored by The Travelers Insurance Company.++

Lewis Mandell Dean, College of Business Administration (1995-present), Marquette
Member University; Professor of Finance (1980-1995) and Associate Dean (1993-1995),
606 N. 13th Street School of Business Administration, and Director, Center for
Milwaukee, WI 53233 Research and Development in Financial Services (1980-1995), University of
Age 54 Connecticut; Director (1992-present), GZA Geoenvironmental Tech, Inc.
(engineering services); Member, Board of Managers, seven Variable Annuity
Separate Accounts of The Travelers Insurance Company+; Trustee, five
Mutual Funds sponsored by The Travelers Insurance Company.++

Frances M. Hawk Portfolio Manager (1992-present), HLM Management Company, Inc.
Member (investment management); Assistant Treasurer, Pensions and Benefits.
222 Berkeley Street Management (1989-1992), United Technologies Corporation (broad- based
Boston, Massachusetts designer and manufacturer of high technology products); Member, Board
Age 49 of Managers, seven Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Trustee, five Mutual Funds sponsored by The Travelers
Insurance Company.++

Ernest J. Wright Assistant Secretary (1994-present), Counsel (1987-present), Travelers
The Secretary to the Board Insurance Company; Secretary, Board of Managers, seven Variable Annuity
One Tower Square Separate Accounts of The Travelers Insurance Company+; Secretary, Board of
Hartford, Connecticut Trustees, five Mutual Funds sponsored by The Travelers Insurance Company.++
Age 56

Kathleen A. McGah Assistant Secretary and Counsel (1995-present), The Travelers Insurance
Assistant Secretary to the Board Company; Assistant Secretary, Board of Managers, seven Variable Annuity
One Tower Square Separate Accounts of The Travelers Insurance Company+; Assistant
Hartford, Connecticut Secretary, Board of Trustees, five Mutual Funds sponsored by The
Age 45 Travelers Insurance Company.++ Prior to January 1995, Counsel, ITT
Hartford Life Insurance Company.

</TABLE>

17
<PAGE> 188
++ These five Mutual Funds are: Capital Appreciation Fund, Cash Income
Trust, High Yield Bond Trust, Managed Assets Trust and The Travelers
Series Trust.

* Mr. McLendon is an "interested person" within the meaning of
the 1940 Act by virtue of his position as Managing Director of Smith Barney
Inc., an indirect wholly owned subsidiary of Travelers Group Inc. and also owns
shares and options to purchase shares of Travelers Group Inc., the indirect
parent of The Travelers Insurance Company.

The Company is responsible for payment of the fees and expenses of the Board of
Managers, and the expenses of audit of the Separate Accounts, as well as other
expenses for services related to the operations of the accounts, for which it
deducts certain amounts from purchase payments and from the accounts.

DISTRIBUTION AND MANAGEMENT SERVICES

Under the terms of a Distribution and Management Agreement between each
Separate Account, the Company and Tower Square Securities, Inc., the Company
provides all sales and administrative services and mortality and expense risk
guarantees related to variable annuity contracts issued by the Company in
connection with the Separate Accounts, and assumes the risk of minimum death
benefits, as applicable. The Company also pays all sales costs (including
costs associated with the preparation of sales literature); all costs of
qualifying the Separate Accounts and the variable annuity contracts with
regulatory authorities; the costs of proxy solicitation; all custodian,
accountants and legal fees; and all compensation paid to the unaffiliated
members of the Board of Managers. The Company also provides without cost to
the Separate Accounts all necessary office space, facilities, and personnel to
manage its affairs.

The Company received the following amounts from the Separate Accounts in each
of the last three fiscal years for services provided under the Distribution and
Management Agreements:

<TABLE>
<CAPTION>
SEPARATE ACCOUNT 1996 1995 1994
- ---------------- ---- ---- ----
<S> <C> <C> <C>
GIS $5,889,123 $4,557,639 $4,025,788

QB $2,322,938 $2,119,384 $2,156,643
</TABLE>

SECURITIES CUSTODIAN

Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, New York, is the
custodian of the portfolio securities and similar investments of Accounts GIS
and QB.

18
<PAGE> 189
INDEPENDENT ACCOUNTANTS

Coopers & Lybrand, L.L.P., certified public accountants, 100 Pearl Street,
Hartford, Connecticut, are the independent auditors for Accounts GIS and QB.
The services provided to these Separate Accounts include primarily the
examination of the Accounts' financial statements. The financial statements of
Accounts GIS and QB have been audited by Coopers & Lybrand, L.L.P., as
indicated in their reports thereon in reliance upon the authority of said firm
as experts in accounting and auditing.

19
<PAGE> 190
FINANCIAL STATEMENTS

THE 1995 FINANCIALS WILL BE INCLUDED HERE.

0
<PAGE> 191

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 192

THETRAVELERS (LOGO UMBRELLA)

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

AND

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

Individual Variable Annuity Contracts

Issued By

THE TRAVELERS INSURANCE COMPANY

Individual Purchasers

L-11895S
TIC Ed. 5-97
Printed in U.S.A.
<PAGE> 193

PART C

OTHER INFORMATION

Item 28. Financial Statements and Exhibits

(b) Exhibits

1. Resolution of The Travelers Insurance Company's Board of Directors
authorizing the establishment of the Registrant. (Incorporated
herein by reference to Exhibit 1 to Post-Effective Amendment No.
42 to the Registration Statement on Form N-3, filed on April 22,
1996.)

2. Rules and Regulations of the Registrant. (Incorporated herein by
reference to Exhibit 2 to Post-Effective Amendment No. 42 to the
Registration Statement on Form N-3, filed on April 22, 1996.)

3. Custody Agreement between the Registrant and Chase Manhattan Bank,
N. A., Brooklyn, New York. (Incorporated herein by reference to
Exhibit 3 to Post-Effective Amendment No. 41 to the Registration
Statement on Form N-3, filed April 26, 1995.)

4. Investment Advisory Agreement between the Registrant and Travelers
Asset Management International Corporation. (Incorporated herein
by reference to Exhibit 4 to Post-Effective Amendment No. 42 to
the Registration Statement on Form N-3, filed on April 22, 1996.)

5(a). Distribution and Management Agreement between the Registrant, The
Travelers Insurance Company and Travelers Equities Sales, Inc.
(now known as Tower Square Securities, Inc.) (Incorporated herein
by reference to Exhibit 5 to Post-Effective Amendment No. 41 to
the Registration Statement on Form N-3, filed April 26, 1995.)

5(b). Selling Agreement. (Incorporated herein by reference to Exhibit
3(b) to Post-Effective Amendment No. 29 to the Registration
Statement on Form N-4 , File No. 2-79529, filed on April 19,
1996.)

6. Example of Variable Annuity Contract (Incorporated herein by
reference to Exhibit 4 to Post-Effective Amendment No. 29 to the
Registration Statement on Form N-4 , File No. 2-79529, filed on
April 19, 1996.)

7. Example of Application. (Incorporated herein by reference to
Exhibit 7 to Post-Effective Amendment No. 29 to the Registration
Statement on Form N-4, File No. 2-79529, filed on April 19, 1996.)

8(a). Charter of The Travelers Insurance Company, as amended on October
19, 1994. (Incorporated herein by reference to Exhibit 3(a)(i) to
the Registration Statement on Form S-2, File No. 33-58677, filed
via EDGAR on April 18, 1995.)

8(b). By-Laws of The Travelers Insurance Company, as amended on October
20, 1994. (Incorporated herein by reference to Exhibit 3(b)(i) to
the Registration Statement on Form S-2, File No. 33-58677, filed
via EDGAR on April 18, 1995.)

12. Opinion of Counsel as to the legality of the securities being
registered. (To be filed by amendment.)
<PAGE> 194

13(a). Consent of Coopers & Lybrand L.L.P., Certified Public Accountants.
(To be filed by amendment.)

13(b). Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants. (To be filed by amendment.)

16. Schedule for Computation of Total Return Calculations -
Standardized and Non-Standardized. (To be filed by amendment.)

18(a). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Heath B. McLendon, Knight Edwards, Robert
E. McGill III, Lewis Mandell and Frances M. Hawk. (Incorporated
herein by reference to Exhibit 18(a) to Post-Effective Amendment
No. 42 to the Registration Statement on Form N-3, filed on April
22, 1996.)

18(b). 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.

18(c). Powers of Attorney authorizing Jay S. Fishman or Ernest J. Wright
as signatory for Robert I. Lipp, Charles O. Prince, III, Marc P.
Weill, Irwin R. Ettinger and Donald T. DeCarlo. (Incorporated
herein by reference to Exhibit 18(c) to Post-Effective Amendment
No. 41 to the Registration Statement on Form N-3, filed April 26,
1995.)

27. Financial Data Schedule. (To be filed by amendment.)

<PAGE> 195

Item 29. Directors and Officers of The Travelers Insurance Company
<TABLE>
<CAPTION>

Name and Principal Positions and Offices Positions and Offices
Business Address with Insurance Company with Registrant
- ---------------- ---------------------- ---------------
<S> <C> <C>
Michael A. Carpenter* Director, Chairman of the Board ----
President and Chief Executive Officer
Jay S. Benet* Director and Senior Vice President ----
George C. Kokulis* Director and Senior Vice President ----
Robert I. Lipp* Director ----
Ian R. Stuart* Director, Senior Vice President, ----
Chief Financial Officer, Chief
Accounting Officer and Controller
Katherine M. Sullivan* Director and Senior Vice President ----
and General Counsel
Marc P. Weill** Director and Senior Vice President ----
Stuart Baritz** Senior Vice President ----
Jay S. Fishman* Senior Vice President ----
Elizabeth C. Georgakopoulos* Senior Vice President ----
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 ----
Paula Burton* Vice President ----
Elizabeth Charron* Vice President ----
Charles N. Vest* Vice President and Actuary ----
Donald R. Munson, Jr.* Second Vice President ----
Ernest J. Wright* Vice President and Secretary Secretary to the
Board of Managers

Kathleen A. McGah* Assistant Secretary and Counsel Assistant Secretary to
the Board of Managers
</TABLE>

Principal Business Address:
* The Travelers Insurance Company ** Travelers Group Inc.
One Tower Square 388 Greenwich Street
Hartford, CT 06183 New York, N.Y. 10013

<PAGE> 196

Item 30. Person Controlled by or Under Common Control with the Depositor or
Registrant

(To be filed by amendment)

<PAGE> 197

Item 31. Number of Contract Owners

As of March 31, 1997, _______ contract owners held qualified and non-qualified
contracts offered by the Registrant.

Item 32. Indemnification

Pursuant to the provisions of Article VI of the Rules and Regulations of the
Registrant, indemnification is provided to members of the Board of Managers,
officers and employees of the fund in accordance with the standards established
by Section 33-320a of the Connecticut General Statutes ("C.G.S.") to
indemnification under the Connecticut Stock Corporation Act.

Section 33-320a of the Connecticut General Statutes 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
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; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.

C.G.S. Section 33-320a provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

Travelers Group 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 liability (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE> 198

Item 33. Business and Other Connections of Investment Adviser

Officers and Directors of Travelers Asset Management International Corporation
(TAMIC), the Registrant's Investment Adviser, are set forth in the following
table:
<TABLE>
<CAPTION>
Name Position with TAMIC Other Business
- ---- ------------------- --------------
<S> <C> <C>
Marc P. Weill Director and Chairman Senior Vice President **

David A. Tyson Director, President and Senior Vice President *
Chief Investment Officer

F. Denney Voss Director and Senior Senior Vice President*
Vice President

Joseph M. Mullally Senior Vice President Vice President*

Joseph E. Rueli, Jr. Director, Vice President Vice President
and Chief Financial Officer

John R. Britt Director and Secretary Assistant Secretary *

David Amaral Vice President Assistant Director*

John R. Calcagni Vice President Second Vice President*

Gene Collins Vice President Vice President*

Kathryn D. Karlic Vice President Second Vice President*

David R. Miller Vice President Vice President*

Emil J. Molinaro Vice President Vice President*

Jordan M. Stitzer Vice President Vice President*

William H. White Treasurer Vice President and Treasurer *

Charles B. Chamberlain Assistant Treasurer Assistant Treasurer *

George C. Quaggin, Jr. Assistant Treasurer Assistant Treasurer *

Marla A. Berman Assistant Secretary Assistant Secretary**

Patricia A. Uzzel Compliance Officer Assistant Director*

Frank J. Fazzina Controller Director *
</TABLE>

* Positions are held with The Travelers Insurance Group Inc., One Tower
Square, Hartford, Connecticut 06183.
** Positions are held with Travelers Group Inc. , 388 Greenwich Street, New
York, N.Y. 10013.

<PAGE> 199

Item 34. Principal Underwriter

(a) Tower Square Securities, Inc.
One Tower Square
Hartford, Connecticut 06183

Tower Square Securities, Inc. also serves as principal underwriter for the
following :

The Travelers Growth and Income Stock 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
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 ABD for Variable Annuities
The Travelers Fund ABD II for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Annuities
The Travelers Variable Life Insurance Separate Account One
The Travelers Variable Life Insurance Separate Account Three
The Travelers Separate Account QP for Variable Annuities
The Travelers Separate Account QP II for Variable Annuities

(b) Name and Principal Positions and Offices Positions and Offices
Business Address * With Underwriter With Registrant
------------------ ---------------- ---------------
<S> <C> <C>
Russell H. Johnson Chairman of the Board -----
Chief Executive Officer, President -----
and Chief Operating Officer

William F. Scully, III Member, Board of Directors, -----
Senior Vice President, Treasurer
and Chief Financial Officer

Cynthia P. Macdonald Vice President, Chief Compliance -----
Officer, and Assistant Secretary

Joanne K. Russo Member, Board of Directors -----
Senior Vice President

Kathleen A. McGah General Counsel and Secretary Assistant Secretary

Jay S. Benet Member, Board of Directors -----

George C. Kokulis Member, Board of Directors -----

Warren H. May Member, Board of Directors -----

Donald R. Munson, Jr. Senior Vice President -----
</TABLE>

<PAGE> 200
<TABLE>
<S> <C> <C>
Stuart L. Baritz Vice President -----

Michael P. Kiley Vice President -----

Tracey Kiff-Judson Second Vice President -----

Robin A. Jones Second Vice President -----

Whitney F. Burr Second Vice President -----

Marlene M. Ibsen Second Vice President -----

John J. Williams, Jr. Director and Assistant Compliance -----
Officer

Susan M. Cursio Director and Operations Manager -----

Dennis D. D'Angelo Director -----

Thomas P. Tooley Director -----

Nancy S. Waldrop Assistant Treasurer -----
</TABLE>

* Principal business address: One Tower Square, Hartford, Connecticut
06183

(c) Tower Square Securities, Inc. serves as the principal underwriter. The
compensation listed below is for the year ending December 31, 1996.
<TABLE>
<CAPTION>
Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage Other
Underwriter Commissions Annuitization Commissions Compensation*
- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Tower Square $ 0 $ 0 $ 0 $ 0
Securities, Inc.
</TABLE>

Item 35. Location of Accounts and Records

(1) The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183

(2) Chase Manhattan Bank, N. A.
Chase MetroTech Center
Brooklyn, New York 11245

Item 36. Management Services

Inapplicable.

<PAGE> 201

Item 37. 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-3 promptly
upon written or oral request.

(d) To represent to the Securities and Exchange Commission that the
aggregate charges under the Contracts of the Registrant described herein
are reasonable in relation to the services rendered, the expenses to be
incurred, and the risks assumed by the Company.

<PAGE> 202

SIGNATURES

As required by the Investment Company Act of 1940, the Registrant has caused
this amendment to this Registration Statement to be signed on its behalf, in the
City of Hartford, State of Connecticut, on February 24 , 1997.

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
(Registrant)

By: *HEATH B. McLENDON
---------------------------------
Heath B. McLendon
Chairman of the Board of Managers

Pursuant to the requirements of the Securities Act of 1933, this post-effective
amendment to this Registration Statement has been signed below by the following
persons in the capacities indicated on February 24, 1997.

*HEATH B. McLENDON Chairman, Board of Managers
- --------------------------
(Heath B. McLendon)

*KNIGHT EDWARDS Member, Board of Managers
- --------------------------
(Knight Edwards)

*ROBERT E. McGILL, III Member, Board of Managers
- --------------------------
(Robert E. McGill, III)

*LEWIS MANDELL Member, Board of Managers
- --------------------------
(Lewis Mandell)

*FRANCES M. HAWK Member, Board of Managers
- --------------------------
(Frances M. Hawk)

*By: Ernest J. Wright, Attorney-in-Fact
Secretary, Board of Managers

<PAGE> 203

SIGNATURES

THE TRAVELERS INSURANCE COMPANY
(Insurance Company)

By: *IAN R. STUART
---------------------------------------
Ian R. Stuart
Senior Vice President, Chief
Financial Officer,
Chief Accounting Officer and Controller

<TABLE>
<S> <C>
*MICHAEL A. CARPENTER Director, Chairman of the Board, President
- ----------------------------- and Chief Executive Officer
(Michael A. Carpenter)

*JAY S. BENET Director
- -----------------------------
(Jay S. Benet)

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

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

*IAN R. STUART Director, Senior Vice President, Chief
- ----------------------------- Financial Officer, Chief Accounting Officer
(Ian R. Stuart) and Controller

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

*MARC P. WEILL Director
- -----------------------------
(Marc P. Weill)
</TABLE>

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

<PAGE> 204
EXHIBIT INDEX

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

<S> <C>
1. Resolution of The Travelers Insurance Company's
Board of Directors authorizing the establishment
of the Registrant. (Incorporated herein by reference
to Exhibit 1 to Post-Effective Amendment No. 42 to the
Registration Statement on Form N-3, filed on April 22,
1996.

2. Rules and Regulations of the Registrant. (Incorporated
herein by reference to Exhibit 2 to Post-Effective
Amendment No. 42 to the Registration Statement on Form
N-3, filed on April 22, 1996.)

3. Custody Agreement between the Registrant and
Chase Manhattan Bank, N.A., Brooklyn, New York .
(Incorporated herein by reference to Exhibit 3 to
Post-Effective Amendment No. 41 to the Registration
Statement on Form N-3, filed on April 26, 1995.)

4. Investment Advisory Agreement between the
Registrant and Travelers Asset Management
International Corporation. (Incorporated herein by reference
to Exhibit 4 to Post-Effective Amendment No. 42 to the
Registration Statement on Form N-3, filed on April 22,
1996.)

5(a). Distribution and Management Agreement between
the Registrant, The Travelers Insurance Company.
and Travelers Equities Sales, Inc. (now known as
Tower Square Securities, Inc.) (Incorporated herein
by reference to Exhibit 5 to Post-Effective Amendment
No. 41 to the Registration Statement on Form N-3,
filed on April 26, 1995.)

5(b). Selling Agreement. (Incorporated herein by reference
to Exhibit 3(b) to Post-Effective Amendment No. 29 to
the Registration Statement on Form N-4 , File No. 2-79529,
filed on April 19, 1996.)

6. Example of Variable Annuity Contract.
(Incorporated herein by reference to Exhibit 4 to
Post-Effective Amendment No. 29 to the
Registration Statement on Form N-4, File No. 2-79529
filed on April 19, 1996.)

7. Example of Application. (Incorporated herein by
reference to Exhibit 7 to Post-Effective Amendment
No. 29 to the Registration Statement on Form N-4,
File No. 2-79529, filed on April 19, 1996.)
</TABLE>
<PAGE> 205
<TABLE>
<S> <C> <C>
8(a). Charter of The Travelers Insurance Company, as
amended on October 19, 1994. (Incorporated herein
by reference to Exhibit 3(a)(i) to the Registration
Statement filed on Form S-2, File No. 33-58677,
filed via Edgar on April 18, 1995.)

8(b). By-Laws of The Travelers Insurance Company,
as amended on October 20, 1994. (Incorporated herein
by reference to Exhibit 3(b)(ii) to the Registration
Statement filed on Form S-2., File No. 33-58677,
filed via Edgar on April 18, 1995.)

12. Opinion of Counsel as to the legality of the securities To be filed by
being registered. amendment.

13(a). Consent of Coopers & Lybrand L.L.P., Certified To be filed by
Public Accountants. amendment.

13(b). Consent of KPMG Peat Marwick LLP, Independent To be filed by
Certified Public Accountants. amendment.

16. Schedule for Computation of Total Return Calculations - To be filed by
Standardized and Non-Standardized. amendment.

18(a). Powers of Attorney authorizing Ernest J. Wright or
Kathleen A. McGah as signatory for Heath B. McLendon,
Knight Edwards, Robert E. McGill III, Lewis Mandell
and Frances M. Hawk. (Incorporated herein by reference
to Exhibit 18(a) to Post-Effective Amendment No. 42 to the
Registration Statement on Form N-3, filed on April 22,
1996.)

18(b). Powers of Attorney authorizing Ernest J. Wright or Electronically
Kathleen A. McGah as signatory for Michael A. Carpenter,
Jay S. Benet, George C. Kokulis, Ian R. Stuart and
Katherine M. Sullivan.

18(c). Powers of Attorney authorizing Jay S. Fishman or
Ernest J. Wright as signatory for Robert I. Lipp,
Charles O. Prince, Marc P. Weill, Irwin R. Ettinger
and Donald T. DeCarlo. (Incorporated herein by
reference to Exhibit 18(c) to Post-Effective Amendment
No. 41 to the Registration Statement, filed April 26, 1995.)

27. Financial Data Schedule To be filed by
amendment.
</TABLE>

<PAGE> 1

EXHIBIT 18(b)

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, MICHAEL A. CARPENTER of Greenwich, Connecticut, Chairman
of the Board, President and Chief Executive Officer of The Travelers Insurance
Company (hereinafter 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-3 or other
appropriate form under the Securities Act of 1933 for The Travelers Quality Bond
Account for Variable Annuities, a separate account of the Company dedicated
specifically to the funding of variable annuity contracts to be offered by the
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 10th day of
June, 1996.

Michael A. Carpenter
Chairman of the Board, President
and Chief Executive Officer
The Travelers Insurance Company

<PAGE> 2

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, JAY S. BENET of West Hartford, Connecticut, a director of
The Travelers Insurance Company (hereinafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN
A. McGAH, 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-3 or other
appropriate form under the Securities Act of 1933 for The Travelers Quality Bond
Account for Variable Annuities, a separate account of the Company dedicated
specifically to the funding of variable annuity contracts to be offered by the
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 1st day of
July, 1996.

Jay S. Benet
Director
The Travelers Insurance Company

<PAGE> 3

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, GEORGE C. KOKULIS of Simsbury, Connecticut, a director of
The Travelers Insurance Company (hereinafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN
A. McGAH, 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-3 or other
appropriate form under the Securities Act of 1933 for The Travelers Quality Bond
Account for Variable Annuities, a separate account of the Company dedicated
specifically to the funding of variable annuity contracts to be offered by the
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 1st day of
July, 1996.

George C. Kokulis
Director
The Travelers Insurance Company

<PAGE> 4

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, IAN R. STUART of East Hampton, Connecticut, Director,
Senior Vice President, Chief Financial Officer, Chief Accounting Officer and
Controller of The Travelers Insurance Company (hereinafter 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-3 or other appropriate form under the Securities Act of 1933 for The
Travelers Quality Bond Account for Variable Annuities, a separate account of the
Company dedicated specifically to the funding of variable annuity contracts to
be offered by the 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 10th day of
February, 1997.

Ian R. Stuart
Director, Senior Vice President,
Chief Financial Officer,
Chief Accounting Officer and Controller
The Travelers Insurance Company

<PAGE> 5

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, KATHERINE M. SULLIVAN of Longmeadow, Massachusetts,
Director, Senior Vice President and General Counsel of The Travelers Insurance
Company (hereinafter the "Company"), do hereby make, constitute and appoint
ERNEST J. WRIGHT, Assistant Secretary of said Company, and KATHLEEN A. McGAH,
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-3 or other
appropriate form under the Securities Act of 1933 for The Travelers Quality Bond
Account for Variable Annuities, a separate account of the Company dedicated
specifically to the funding of variable annuity contracts to be offered by the
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 10th day of
June, 1996.

Katherine M. Sullivan
Director, Senior Vice President
and General Counsel
The Travelers Insurance Company