TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES, 485BPOS, 1998-04-17

TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
485BPOS, 1998-04-17

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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. 45

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 45

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.
- ----
X on May 1, 1998 pursuant to paragraph (b) of Rule 485.
- ----
60 days after filing pursuant to paragraph (a)(1) of Rule 485.
- ----
on __________ pursuant to paragraph (a)(1) of Rule 485.
- ----
75 days after filing pursuant to paragraph (a)(2).
- ----
on __________ 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.
<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> <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
----------------------------------

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

TRAVELERS UNIVERSAL ANNUITY VARIABLE CONTRACT PROFILE

MAY 1, 1998

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE FULLY
DESCRIBED IN THE FULL PROSPECTUS WHICH IS ATTACHED TO THIS PROFILE. PLEASE READ
THE PROSPECTUS CAREFULLY. THE TERMS "WE," "US," "OUR" AND "THE COMPANY" REFER TO
TRAVELERS INSURANCE COMPANY. "YOU" AND "YOUR" REFER TO THE CONTRACT OWNER.

1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by Travelers Insurance
Company is a variable annuity that is intended for retirement savings or other
long-term investment purposes. The Contract provides a death benefit as well as
guaranteed income options. Under a qualified Contract, you can make one or more
payments, as you choose, on a tax-deferred basis. Under a non-qualified
Contract, you can make one or more payments with after-tax dollars. You direct
your payment(s) to one or more of the variable funding options listed in Section
4 and/or to the Fixed (Flexible Annuity) Account. The variable funding options
are designed to produce a higher rate of return than the Fixed Account; however,
this is not guaranteed. You may gain or lose money in the funding options.

The Contract, like all deferred variable annuity contracts has two phases: the
accumulation phase and the income phase. During the accumulation phase, under a
qualified contract, your pre-tax contributions accumulate on a tax-deferred
basis and are taxed as income when you make a withdrawal, presumably when you
are in a lower tax bracket. During the accumulation phase, under a nonqualified
Contract, earnings on your after-tax contributions accumulate on a tax-deferred
basis and are taxed as income when you make a withdrawal. The income phase
occurs when you begin receiving regular payments (annuity payments) from your
Contract. The amount of money you accumulate in your Contract determines the
amount of income (annuity payments) you receive during the income phase.

2. ANNUITY PAYMENTS (THE INCOME PHASE). You may choose to receive income
payments from the Fixed Account or the variable funding options. If you want to
receive regular payments from your annuity, you can choose one of the following
annuity options: Option 1 -- payments for your life (life annuity) assuming that
you are the annuitant; Option 2 -- payments for your life with an added
guarantee that payments will continue to your beneficiary for a certain number
of months (120, 180 or 240, as you select) if you should die during that period;
Option 3 -- payments for your life with a cash refund with the guarantee that,
upon your death, your beneficiary will receive the balance as a lump sum
payment; Option 4 -- Joint and Last Survivor Life Annuity in which payments are
made for your life and the life of another person (usually your spouse). This
option can also be elected with payments continuing at a reduced rate after the
death of one payee. There are also Income Options available: Income Option
1 -- Fixed Amount -- the Cash Surrender Value of your Contract will be paid to
you in equal payments for a fixed period; or Option 2 -- Fixed Period -- the
Cash Surrender Value will be used to make payments for a fixed time period. If
you should die prior to the end of the Fixed Period, the remaining amount will
go to your beneficiary.

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

3. PURCHASE. You may purchase a tax-qualified Contract with an initial payment
of at least $20, except in the case of an individual retirement annuity (IRA)
where the minimum initial payment is $1,000. Additional payments to
tax-qualified Contract of at least $20 may be made. For nonqualified Contracts,
the minimum initial purchase payment is $1,000, and $100 thereafter.

<PAGE> 5

WHO MAY PURCHASE THIS CONTRACT?

The Contract is currently available for use in connection with (1) individual
nonqualified purchases; (2) Individual Retirement Annuities (IRA) or IRA
Rollover pursuant to Section 408 of the Internal Revenue Code of 1986, as
amended; and (3) qualified retirement plans (which include contracts qualifying
under Section 401(a), 403(b), 408(b) or 457 of the Internal Revenue Code.

4. INVESTMENT OPTIONS. You can direct your money into the Fixed (Flexible
Annuity) Account and/or to any or all of the following variable funding options.
The funding options are described in the prospectuses for the funds. Depending
on market conditions, you may make or lose money in any of these options.

MANAGED SEPARATE ACCOUNTS

Travelers Growth and Income Stock Account
("Account GIS")

Travelers Money Market Account
("Account MM")

Travelers Quality Bond Account
("Account QB")

Travelers Timed Aggressive Stock Account
("Account TAS")

Travelers Timed Growth and Income Stock
Account ("Account TGIS")

Travelers Timed Short-Term Bond Account
("Account TSB")

TRAVELERS FUND U FOR VARIABLE ANNUITIES

Capital Appreciation Fund

Dreyfus Stock Index Fund

High Yield Bond Trust

Managed Assets Trust

AMERICAN ODYSSEY FUNDS, INC.

Core Equity Fund

Emerging Opportunities Fund

Global High-Yield Bond Fund

Intermediate-Term Bond Fund

International Equity Fund

Long-Term Bond Fund

DREYFUS VARIABLE INVESTMENT FUND

Small Cap Portfolio

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND

VIP Equity Income Portfolio

VIP Growth Portfolio

VIP High Income Portfolio

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II

VIP II Asset Manager Portfolio

TEMPLETON VARIABLE PRODUCTS SERIES FUND

Templeton Asset Allocation Fund
(Class 1)

Templeton Bond Fund (Class 1)

Templeton Stock Fund (Class 1)

TRAVELERS SERIES FUND, INC.

Alliance Growth Portfolio

MFS Total Return Portfolio

Putnam Diversified Income Portfolio

Smith Barney High Income Portfolio

Smith Barney International Equity Portfolio

Smith Barney Large Cap Value Portfolio

THE TRAVELERS SERIES TRUST

Disciplined Mid Cap Stock Portfolio

Social Awareness Stock Portfolio

U.S. Government Securities Portfolio

Utilities Portfolio

5. EXPENSES. The Contract has insurance features and investment features, and
there are costs related to each.

For each contract we deduct a semi-annual administrative charge of $15. There is
also an annual insurance charge of 1.25% of the amounts you direct to the
variable Funding Options.

Each Funding Option has an investment charge (total fund charge), which includes
the management fee, any applicable asset allocation fee and other expenses (and
which reflects any expense reimbursements or fee waivers). The charge ranges
from .32% to 2.11% annually, of the average daily net asset balance of the
Funding Option, depending on the Funding Option selected.

If you withdraw amounts from the Contract, we may deduct a withdrawal charge (of
5% for five years) of the purchase payments you made to the Contract. If you
withdraw all amounts under the Contract, or if you begin receiving
annuity/income payments, the Company may be required by your state to deduct a
premium tax of 0% - 5%.

The following table is designed to help you understand the Contract charges. The
column "Total Annual Insurance Charge" shows the total of the $15 semi-annual
contract charge (which is

ii
<PAGE> 6

represented as 0.167% below) and the insurance charge of 1.25%. The investment
charges for each portfolio are also shown. Each of the American Odyssey
Portfolios is listed twice, once with the optional CHART asset allocation fee of
1.25% reflected, and once without the optional asset allocation fee. The columns
under the heading "Examples" show you how much you would pay under the Contract
for a one-year period and for a 10-year period. The examples assume that you
invested $1,000 in a Contract that earns 5% annually and that you withdraw your
money (a) at the end of year one and (b) at the end of year 10. For year 1, the
Total Annual Charges are assessed as well as the withdrawal charges. For year
10, the examples shows the aggregate of all the annual charges assessed during
that time, but no withdrawal charge is shown. For these examples, the premium
tax is assumed to be 0%. Please refer to the Fee Table in the prospectus for
more details.

<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
ANNUAL FUNDING TOTAL AT END OF:
INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
MANAGED SEPARATE ACCOUNTS
Account GIS........................................ 1.40% 0.62% 2.02% $70 $234
Account MM......................................... 1.40% 0.32% 1.72% 67 203
Account QB......................................... 1.40% 0.32% 1.72% 67 203
Account TAS........................................ 1.40% 1.60% 3.00% 80 331
Account TB* (Travelers Timed Bond Account)......... 1.40% 1.75% 3.15% 82 345
Account TGIS....................................... 1.40% 1.57% 2.97% 80 329
Account TSB........................................ 1.40% 1.57% 2.97% 80 329
UNDERLYING FUNDING OPTIONS
Capital Appreciation Fund.............................. 1.40% 0.84% 2.24% 73 257
Dreyfus Stock Index Fund............................... 1.40% 0.28% 1.68% 67 198
High Yield Bond Trust.................................. 1.40% 0.84% 2.24% 73 257
Managed Assets Trust................................... 1.40% 0.63% 2.03% 71 235
AMERICAN ODYSSEY FUNDS, INC.(1)
Core Equity Fund................................... 1.40% 0.65% 2.05% 71 238
Emerging Opportunities Fund........................ 1.40% 0.86% 2.26% 73 259
Global High-Yield Bond Fund........................ 1.40% 0.68% 2.08% 71 241
Intermediate-Term Bond Fund........................ 1.40% 0.63% 2.03% 71 235
International Equity Fund.......................... 1.40% 0.77% 2.17% 72 250
Long-Term Bond Fund................................ 1.40% 0.62% 2.02% 70 234
AMERICAN ODYSSEY FUNDS, INC.(2)
Core Equity Fund................................... 1.40% 1.90% 3.30% 83 359
Emerging Opportunities Fund........................ 1.40% 2.11% 3.51% 85 378
Global High-Yield Bond Fund........................ 1.40% 1.93% 3.33% 84 362
Intermediate-Term Bond Fund........................ 1.40% 1.88% 3.28% 83 357
International Equity Fund.......................... 1.40% 2.02% 3.42% 84 370
Long-Term Bond Fund................................ 1.40% 1.87% 3.27% 83 356
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio................................ 1.40% 0.78% 2.18% 72 251
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND
Equity Income Portfolio............................ 1.40% 0.58% 1.98% 70 230
Growth Portfolio................................... 1.40% 0.69% 2.09% 71 242
High Income Portfolio.............................. 1.40% 0.71% 2.11% 71 244
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio............................ 1.40% 0.65% 2.05% 71 238
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Templeton Asset Allocation Fund.................... 1.40% 0.78% 2.18% 72 251
Templeton Bond Fund................................ 1.40% 0.68% 2.08% 71 241
Templeton Stock Fund............................... 1.40% 0.88% 2.28% 73 261
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio.......................... 1.40% 0.82% 2.22% 72 255
G.T. Global Strategic Income Portfolio*............ 1.40% 1.07% 2.47% 75 280
MFS Total Return Portfolio......................... 1.40% 0.86% 2.26% 73 259
Putnam Diversified Income Portfolio................ 1.40% 0.88% 2.28% 73 261
Smith Barney High Income Portfolio................. 1.40% 0.70% 2.10% 71 243
</TABLE>

* Not currently available to new Contract Owners in most states.

(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.

iii
<PAGE> 7

6. TAXES. The payments you make to the Contract during the accumulation phase
are made with before-tax dollars or after-tax dollars. You may be taxed on your
purchase payments and will be taxed on any earnings when you make a withdrawal
or begin receiving payments. If you are younger than 59 1/2 when you take money
out, you may be charged a 10% federal penalty tax on the amount withdrawn.

For owners of qualified Contracts, if you reach a certain age, you may be
required by federal tax laws to begin receiving payments from your annuity or
risk paying a penalty tax. In those cases, the Company can calculate and pay you
the minimum distribution amount required by federal law.

7. ACCESS TO YOUR MONEY. You can take withdrawals at any time during the
accumulation phase. A withdrawal charge (a deferred sales charge) may apply. The
amount of the charge depends on a number of factors, including the length of
time since the purchase payment was made. After the first contract year, you may
withdraw up to 10% of the cash value (as of the end of the previous contract
year) without a deferred sales charge. You may also have to pay income taxes, a
federal tax penalty or premium taxes on any money you take out.

You may choose to receive monthly, quarterly, semi-annual or annual
("systematic") withdrawals of at least $50 if your Contract's cash value is
$5,000 or more. All applicable sales charges and premium taxes will be deducted.

8. PERFORMANCE. The value of the Contract will vary depending upon the
investment performance of the Funding Options you choose. The following chart
shows total returns for each Funding Option for the time periods shown. The rate
of return reflects the insurance charges, administrative charge, investment
charges and all other expenses of the Funding Option. The rate of return does
not reflect any withdrawal charge, which, if applied, would reduce such
performance. Past performance is not a guarantee of future results.

LAST TEN CALENDAR YEARS (OR FULL YEARS SINCE INCEPTION):

<CAPTION>
- ------------------------------ --------
PORTFOLIO NAME 1988

<S> <C>
MANAGED SEPARATE ACCOUNTS:
Account GIS............... 16.10%
Account MM................ 5.96%
Account QB................ 5.42%
Account TAS............... 4.23%
Account TGIS.............. 10.49%
Account TSB............... 5.83%
UNDERLYING FUNDING OPTIONS:
Capital Appreciation Fund..... 8.37%
Dreyfus Stock Index Fund...... --
High Yield Bond Trust......... 12.88%
Managed Assets Trust.......... 7.56%
AMERICAN ODYSSEY FUNDS, INC.*
Core Equity Fund.......... --
Emerging Opportunities
Fund.................... --
</TABLE>

iv
<PAGE> 8

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME 1997 1996 1995 1994 1993 1992 1991 1990 1989
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AMERICAN ODYSSEY FUNDS, INC. CONTINUED
Global High-Yield Bond
Fund**.................. 3.36% 1.06% 7.95% -2.90% -- -- -- -- --
Intermediate-Term Bond
Fund.................... 4.72% 1.20% 12.01% -5.54% -- -- -- -- --
International Equity
Fund.................... 2.28% 18.71% 15.89% -9.54% -- -- -- -- --
Long-Term Bond Fund....... 9.16% -1.36% 19.27% -8.38% -- -- -- -- --
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund.......... 29.94% 21.44% 36.66% -2.53% -- -- -- -- --
Emerging Opportunities
Fund.................... 5.44% -4.52% 30.42% 8.02% -- -- -- -- --
Global High-Yield Bond
Fund**.................. 4.66% 2.33% 9.30% -1.67% -- -- -- -- --
Intermediate-Term Bond
Fund.................... 6.03% 2.47% 13.41% -4.34% -- -- -- -- --
International Equity
Fund.................... 3.62% 20.19% 17.34% -8.42% -- -- -- -- --
Long-Term Bond Fund....... 10.51% -0.13% 20.75% -7.22% -- -- -- -- --
FIDELITY'S VARIABLE INSURANCE
PRODUCTS FUND:
Equity Income Portfolio... 26.38% 12.68% 33.23% 5.45% 16.46% -- -- -- --
Growth Portfolio.......... 21.80% 13.10% 33.51% -1.55% 17.54% -- -- -- --
High Income Portfolio..... 16.06% 12.44% 18.93% -3.06% 18.67% -- -- -- --
FIDELITY'S VARIABLE INSURANCE
PRODUCTS FUND II:
Asset Manager Portfolio... 19.01% 13.01% 15.33% -7.55% 19.19% -- -- -- --
TEMPLETON VARIABLE PRODUCTS
SERIES FUND
Templeton Asset Allocation
Fund.................... 13.94% 17.21% 20.84% -4.46% 24.21% -- -- -- --
Templeton Bond Fund....... 1.09% 7.91% 13.31% -6.35% 9.74% -- -- -- --
Templeton Stock Fund...... 10.35% 20.73% 23.51% -3.71% 31.99% -- -- -- --
TRAVELERS SERIES FUND, INC.:
Alliance Growth
Portfolio............... 27.32% 27.60% -- -- -- -- -- -- --
MFS Total Return
Portfolio............... 19.54% 12.86% -- -- -- -- -- -- --
Putnam Diversified Income
Portfolio............... 6.21% 6.72% -- -- -- -- -- -- --
Smith Barney High Income
Portfolio............... 12.29% 11.58% -- -- -- -- -- -- --
Smith Barney International
Equity Portfolio........ 1.20% 16.02% -- -- -- -- -- -- --
Smith Barney Large Cap
Value Portfolio
(formerly Smith Barney
Income and Growth
Portfolio).............. 24.92% 18.14% -- -- -- -- -- -- --
THE TRAVELERS SERIES TRUST:
Social Awareness Stock
Portfolio............... 25.56% 18.31% 31.56% -4.12% 5.84% -- -- -- --
U.S. Government Securities
Portfolio............... 11.09% 0.01% 22.75% -7.11% 7.80% -- -- -- --
Utilities Portfolio....... 23.59% 5.95% 27.51% -- -- -- -- -- --

<CAPTION>
- ------------------------------ --------
PORTFOLIO NAME 1988
- -------------------------------------------------
<S> <C>
AMERICAN ODYSSEY FUNDS, INC. C
Global High-Yield Bond
Fund**.................. --
Intermediate-Term Bond
Fund.................... --
International Equity
Fund.................... --
Long-Term Bond Fund....... --
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund.......... --
Emerging Opportunities
Fund.................... --
Global High-Yield Bond
Fund**.................. --
Intermediate-Term Bond
Fund.................... --
International Equity
Fund.................... --
Long-Term Bond Fund....... --
FIDELITY'S VARIABLE INSURANCE
PRODUCTS FUND:
Equity Income Portfolio... --
Growth Portfolio.......... --
High Income Portfolio..... --
FIDELITY'S VARIABLE INSURANCE
PRODUCTS FUND II:
Asset Manager Portfolio... --
TEMPLETON VARIABLE PRODUCTS
SERIES FUND
Templeton Asset Allocation
Fund.................... --
Templeton Bond Fund....... --
Templeton Stock Fund...... --
TRAVELERS SERIES FUND, INC.:
Alliance Growth
Portfolio............... --
MFS Total Return
Portfolio............... --
Putnam Diversified Income
Portfolio............... --
Smith Barney High Income
Portfolio............... --
Smith Barney International
Equity Portfolio........ --
Smith Barney Large Cap
Value Portfolio
(formerly Smith Barney
Income and Growth
Portfolio).............. --
THE TRAVELERS SERIES TRUST:
Social Awareness Stock
Portfolio............... --
U.S. Government Securities
Portfolio............... --
Utilities Portfolio....... --
</TABLE>

* Includes CHART fee of 1.25% annually.

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

Those funding options not illustrated above do not yet have one full year of
performance history.

9. DEATH BENEFIT. The death benefit applies upon the first death of the owner,
joint owner or annuitant. Assuming you are the Annuitant, if you die before you
move to the income phase, the person you have chosen as your beneficiary will
receive a death benefit. The death benefit paid depends on your age at the time
of your death. If you die before you reach age 75, the death benefit equals the
greatest of (1), (2) or (3) below:

(1) the Cash Value; or

(2) the total Purchase Payments made under the Contract; or

(3) the Cash Value on the most recent fifth multiple of the contract year
anniversary immediately preceding the date on which the Company
receives due proof of death.

v
<PAGE> 9

If you die on or after age 75 and prior to the maturity date, the death benefit
is equal to the Cash Value determined as of the date the Company receives due
proof of death.

In all cases described above, any amount paid will be reduced by any applicable
premium tax, outstanding loans or surrenders not previously deducted. Certain
states may have varying age requirements. Please refer to the Contract
Prospectus.

10. OTHER INFORMATION

RIGHT TO RETURN

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

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

ADDITIONAL FEATURES

This Contract has other features you may be interested in. These include:

DOLLAR COST AVERAGING. This is a program that allows you to invest a fixed
amount of money in Funding Options each month, theoretically giving you a lower
average cost per unit over time as compared to a single one-time purchase.
Dollar cost averaging requires regular investments regardless of fluctuating
price levels, and does not guarantee a profit nor prevent loss in a declining
market. Potential investors should consider their financial ability to continue
purchases through periods of low price levels.

MARKET TIMING PROGRAM. If allowed, you may elect to enter into a separate
market timing services agreement with registered investment advisers who provide
market timing services. These agreements permit the registered investment
advisers to act on your behalf by transferring all or a portion of the Cash
Value 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. Purchase Payments are allocated to the following Funding Options
when you participate in the Market Timing Program: Travelers Timed Growth and
Income Stock Account; Travelers Timed Short-Term Bond Account and Travelers
Timed Aggressive Stock Account. The Market Timing Program and applicable fees
are fully disclosed in a separate Disclosure Statement.

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

11. INQUIRIES. If you need more information, please contact us at (800)
842-9368 or:

Travelers Insurance Company
Annuity Services
One Tower Square

Hartford, CT 06183-5030

vi
<PAGE> 10

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 funding options:

MANAGED SEPARATE ACCOUNTS

Travelers Growth and Income Stock Account ("Account GIS")

Travelers Money Market Account
("Account MM")

Travelers Quality Bond Account
("Account QB")

Travelers Timed Aggressive Stock Account ("Account TAS")

Travelers Timed Growth and Income Stock
Account ("Account TGIS")

Travelers Timed Short-Term Bond Account ("Account TSB")

TRAVELERS FUND U FOR VARIABLE ANNUITIES

Capital Appreciation Fund

Dreyfus Stock Index Fund

High Yield Bond Trust

Managed Assets Trust

AMERICAN ODYSSEY FUNDS, INC.

Core Equity Fund

Emerging Opportunities Fund

Global High-Yield Bond Fund

Intermediate-Term Bond Fund

International Equity Fund

Long-Term Bond Fund

DREYFUS VARIABLE INVESTMENT FUND

Small Cap Portfolio

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND

VIP Equity Income Portfolio

VIP Growth Portfolio

VIP High Income Portfolio

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II

VIP II Asset Manager Portfolio

TEMPLETON VARIABLE PRODUCTS SERIES FUND

Templeton Asset Allocation Fund
(Class 1)

Templeton Bond Fund (Class 1)

Templeton Stock Fund (Class 1)

TRAVELERS SERIES FUND, INC.

Alliance Growth Portfolio

MFS Total Return Portfolio

Putnam Diversified Income Portfolio

Smith Barney High Income Portfolio

Smith Barney International Equity Portfolio

Smith Barney Large Cap Value Portfolio

TRAVELERS SERIES TRUST

Disciplined Mid Cap Stock Portfolio

Social Awareness Stock Portfolio

U.S. Government Securities Portfolio

Utilities Portfolio

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, 1998, 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, by calling
1-800-842-9368, or by accessing the SEC's website (http://www.sec.gov). The
Table of Contents of the SAI appears in Appendix B 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, 1998

<PAGE> 11

TABLE OF CONTENTS

<TABLE>
<S> <C>
FEE TABLE....................................... 3
CONDENSED FINANICAL INFORMATION................. 5
THE VARIABLE ANNUITY CONTRACT................... 6
PURCHASE PAYMENTS............................. 6
Application of Purchase Payments............ 6
Accumulation Units.......................... 7
THE FUNDING OPTIONS........................... 7
Fund U:..................................... 7
Managed Separate Accounts................... 7
TRANSFERS..................................... 7
Dollar-Cost Averaging (Automated
Transfers)................................ 7
Asset Allocation Advice..................... 8
MARKET TIMING SERVICES........................ 8
Market Timing Risks......................... 9
WITHDRAWALS AND REDEMPTIONS................... 9
Systematic Withdrawals...................... 10
DEATH BENEFIT................................. 10
CHARGES AND DEDUCTIONS........................ 10
Withdrawal Charge........................... 10
Free Withdrawal Allowance................... 12
Premium Tax................................. 12
Administrative Charge....................... 12
Mortality and Expense Risk Charge........... 12
Reduction or Elimination of Contract
Charges................................... 13
Investment Advisory and Subadvisory Fees.... 13
Market Timing Services Fees................. 14
THE ANNUITY PERIOD.............................. 14
Maturity Date............................... 14
Allocation of Annuity....................... 14
Determination of First Annuity Payment...... 15
Determination of Second and Subsequent
Annuity Payments.......................... 15
PAYOUT OPTIONS................................ 15
Election of Options......................... 15
Annuity Options............................. 16
Income Options.............................. 17
MISCELLANEOUS CONTRACT PROVISIONS............... 17
Termination of Individual Contract.......... 17
Termination of Group Contract or Account.... 17
Distribution from One Account to Another
Account................................... 19
Required Reports............................ 19
Right to Return............................. 19
Change of Contract.......................... 19
Assignment.................................. 20
Suspension of Payments...................... 20
Voting Rights............................... 20
Fund U.................................... 20
Accounts GIS, QB, MM, TGIS, TSB, TAS and
TB...................................... 20
OTHER INFORMATION............................... 21
Distribution of Variable Annuity
Contracts................................. 21
Conformity with State and Federal Laws...... 21
Legal Proceedings and Opinions.............. 21
THE INSURANCE COMPANY AND SEPARATE ACCOUNTS..... 22
THE INSURANCE COMPANY......................... 22
IMSA........................................ 22
Year 2000 Compliance........................ 22
The Separate Accounts....................... 22
Substitution of Investments................. 23
The Funding Options......................... 23
Managed Separate Accounts: Management and
Investment Advisory Services.............. 26
Performance Information..................... 26
FEDERAL TAX CONSIDERATIONS...................... 27
General Taxation of Annuities............... 27
Types of Contracts: Qualified or
Nonqualified.............................. 27
Investor Control............................ 28
Mandatory Distributions for Qualified
Plans..................................... 28
Nonqualified Annuity Contracts.............. 28
Qualified Annuity Contracts................. 29
Penalty Tax for Premature Distributions..... 29
Diversification Requirements................ 29
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT GIS).......... 30
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE
ANNUITIES
(ACCOUNT QB).................................. 31
THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE
ANNUITIES
(ACCOUNT MM).................................. 33
THE TRAVELERS TIMED GROWTH AND INCOME STOCK
ACCOUNT FOR VARIABLE ANNUITIES (ACCOUNT
TGIS)......................................... 35
THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT FOR
VARIABLE ANNUITIES (ACCOUNT TSB).............. 37
THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR
VARIABLE ANNUITIES (ACCOUNT TAS).............. 39
THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE
ANNUITIES
(ACCOUNT TB).................................. 41
APPENDIX A...................................... A-1
APPENDIX B (CONDENSED FINANCIAL INFORMATION).... B-1
APPENDIX C...................................... C-1
</TABLE>

INDEX OF SPECIAL TERMS

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

<TABLE>
<S> <C>
Accumulation Units.............................. 7
Annuitant....................................... 14
Annuity Payments................................ 14
Annuity Unit.................................... 7
Cash Surrender Value............................ 9
Cash Value...................................... 6
Contract Date................................... 6
Contract Owner (You, Your or Owner)............. 6
Contract Year................................... 6
Funding Option(s)............................... 7
Income Payments................................. 17
Individual Account.............................. 6
Managed Separate Account........................ 7
Maturity Date................................... 14
Owner's Account................................. 6
Participant..................................... 6
Participant's Interest.......................... 6
Plan............................................ 6
Purchase Payment................................ 6
Underlying Funds................................ 7
Written Request................................. 6
</TABLE>

2
<PAGE> 12

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

CONTRACT CHARGES AND EXPENSES

<TABLE>
<S> <C>
CONTINGENT DEFERRED SALES CHARGE (as a percentage of
purchase payments withdrawn)
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%
FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the funding
option as of December 31, 1997, unless otherwise noted.)
</TABLE>

<TABLE>
<CAPTION>
MARKET ANNUAL
INVESTMENT ALTERNATIVE MANAGEMENT FEE TIMING FEE(1) EXPENSES(2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MANAGED SEPARATE ACCOUNTS
Account GIS......................................... 0.62% n/a 0.62%
Account MM.......................................... 0.32% n/a 0.32%
Account QB.......................................... 0.32% n/a 0.32%
Account TAS......................................... 0.35% 1.25% 1.60%
Account TB*......................................... 0.50% 1.25% 1.75%
Account TGIS........................................ 0.32% 1.25% 1.57%
Account TSB......................................... 0.32% 1.25% 1.57%
</TABLE>

* Travelers Timed Bond Account. Not currently available to new Contract Owners
in most states.

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL
(AFTER EXPENSE (AFTER EXPENSE UNDERLYING
REIMBURSEMENT) REIMBURSEMENT) FUND EXPENSES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
UNDERLYING FUNDING OPTIONS
Capital Appreciation Fund............................... 0.75% 0.09% 0.84%
Dreyfus Stock Index Fund................................ 0.25% 0.03% 0.28%
High Yield Bond Trust................................... 0.50% 0.34% 0.84%
Managed Assets Trust.................................... 0.50% 0.13% 0.63%
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund.................................... 0.57% 0.08%(3) 0.65%
Emerging Opportunities Fund......................... 0.60% 0.26%(3) 0.86%
Global High-Yield Bond Fund......................... 0.43% 0.25%(4) 0.68%
Intermediate-Term Bond Fund......................... 0.50% 0.13%(3) 0.63%
International Equity Fund........................... 0.65% 0.12%(3) 0.77%
Long-Term Bond Fund................................. 0.50% 0.12%(3) 0.62%
AMERICAN ODYSSEY FUNDS, INC.**
Core Equity Fund.................................... 0.57% 1.33%(3) 1.90%
Emerging Opportunities Fund......................... 0.60% 1.51%(3) 2.11%
Global High-Yield Bond Fund......................... 0.43% 1.50%(4) 1.93%
Intermediate-Term Bond Fund......................... 0.50% 1.38%(3) 1.88%
International Equity Fund........................... 0.65% 1.37%(3) 2.02%
Long-Term Bond Fund................................. 0.50% 1.37%(3) 1.87%
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio................................. 0.75% 0.03% 0.78%
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND
Equity Income Portfolio............................. 0.50% 0.08%(5) 0.58%
Growth Portfolio.................................... 0.60% 0.09%(5) 0.69%
High Income Portfolio............................... 0.59% 0.12%(5) 0.71%
</TABLE>

3
<PAGE> 13

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL
(AFTER EXPENSE (AFTER EXPENSE UNDERLYING
REIMBURSEMENT) REIMBURSEMENT) FUND EXPENSES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio............................. 0.55% 0.10%(5) 0.65%
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Templeton Asset Allocation Fund..................... 0.60% 0.18%(6) 0.78%
Templeton Bond Fund................................. 0.50% 0.18% 0.68%
Templeton Stock Fund................................ 0.69% 0.19%(6) 0.88%
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio........................... 0.80% 0.02%(8) 0.82%
G.T. Global Strategic Income Portfolio*............. 0.80% 0.27%(9) 1.07%
MFS Total Return Portfolio.......................... 0.80% 0.06%(8) 0.86%
Putnam Diversified Income Portfolio................. 0.75% 0.13%(8) 0.88%
Smith Barney High Income Portfolio.................. 0.60% 0.10%(8) 0.70%
Smith Barney International Equity Portfolio......... 0.90% 0.11%(8) 1.01%
Smith Barney Large Cap Value Portfolio
(formerly Smith Barney Income and Growth
Portfolio)........................................ 0.65% 0.04%(8) 0.69%
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio................. 0.70% 0.25%(7) 0.95%
Social Awareness Stock Portfolio.................... 0.65% 0.33% 0.98%
U.S. Government Securities Portfolio................ 0.32% 0.26% 0.58%
Utilities Portfolio................................. 0.65% 0.41% 1.06%
</TABLE>

NOTES:

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, 1997. 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. "Other Expenses" include operating costs of the Separate Account or
fund. These expenses are reflected in each funding option's net asset value and
are not deducted from the account value under the Contract.

* Not currently available to new Contract Owners in most states.

** Includes 1.25% CHART asset allocation fee.

(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 charge which is
deducted from the daily unit value of each of the managed separate accounts.

(3) These fees reflect an expense reimbursement arrangement with the Funds'
investment adviser. Without reimbursement, Total Underlying Fund Expenses
would have been 0.79% for the INTERNATIONAL EQUITY FUND and 0.67% for the
CORE EQUITY FUND. The figures After Expense Reimbursement may be greater
than the figures Before Expense Reimbursement because of repayments by the
Fund to the Manager once the Fund is operating below the expense limitation.

(4) The Management Fees and Other Expenses for the GLOBAL HIGH-YIELD BOND FUND
are estimates and are not based on actual 1997 Fund expenses. Prior to May
1, 1998, the Global High-Yield Bond Fund was named the "Short-Term Bond
Fund" and had a substantially different investment objective and investment
program. Information about the Short-Term Bond Fund is unlikely to be
helpful to investors in the Global High-Yield Bond Fund.

(5) A portion of the brokerage commissions that certain funds pay was used to
reduce funds' expenses. In addition, certain funds have entered into
arrangements with their custodian whereby credits realized, as a result of
uninvested cash balances were used to reduce custodian expenses. Without
these reductions, the Total underlying Fund Expenses presented in this table
would have been 0.64% for ASSET MANAGER PORTFOLIO, 0.57% for EQUITY INCOME
PORTFOLIO, 0.67% for GROWTH PORTFOLIO, and 0.71% for HIGH INCOME PORTFOLIO.

(6) Management Fees and Total Fund Operating Expenses have been restated to
reflect the management fee schedule approved by shareholders and effective
May 1, 1997. Actual Management Fees and Total Expenses during 1997 were
lower.

(7) Other expenses reflect the current expense reimbursement management with
Travelers where Travelers has agreed to reimburse the Portfolios for the
amount by which their aggregate expenses (including management fees, but
excluding brokerage commissions, interest charges and taxes) exceeds 0.95%.
Without such arrangements, the Total Funding Option Expenses for the
Disciplined Mid Cap Stock Portfolio would have been 1.82%.

(8) Other expenses are as of October 31, 1997 (the Fund's fiscal year end).
There were no fees waived or expenses reimbursed for these funds in 1997.

(9) Other expenses are as of October 31, 1997 and take into account the current
expense limitations agreed to by the Portfolio's investment manager (the
"Manager"). The Manager waived all of its fees for the period and reimbursed
the Portfolios for their expenses. Without such arrangements, the Total
Expenses for the G.T. GLOBAL STRATEGIC INCOME PORTFOLIO would have been
1.38%.

4
<PAGE> 14

EXAMPLE*

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

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

<TABLE>
<CAPTION>
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
INVESTMENT ALTERNATIVE 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MANAGED SEPARATE ACCOUNTS
Account GIS.......................... $70 $113 $159 $234 $20 $63 $109 $234
Account MM........................... 67 104 143 203 17 54 93 203
Account QB........................... 67 104 143 203 17 54 93 203
Account TAS.......................... 80 143 208 331 30 93 158 331
Account TB**......................... 82 147 215 345 32 97 165 345
Account TGIS......................... 80 142 206 329 30 92 156 329
Account TSB.......................... 80 142 206 329 30 92 156 329
UNDERLYING FUNDING OPTIONS
Capital Appreciation Fund............... 73 120 170 257 23 70 120 257
Dreyfus Stock Index Fund................ 67 103 141 198 17 53 91 198
High Yield Bond Trust................... 73 120 170 257 23 70 120 257
Managed Assets Trust.................... 71 114 159 235 21 64 109 235
AMERICAN ODYSSEY FUNDS, INC.(1)
Core Equity Fund..................... 71 114 160 238 21 64 110 238
Emerging Opportunities Fund.......... 73 121 171 259 23 71 121 259
Global High-Yield Bond Fund.......... 71 115 162 241 21 65 112 241
Intermediate-Term Bond Fund.......... 71 114 159 235 21 64 109 235
International Equity Fund............ 72 118 166 250 22 68 116 250
Long-Term Bond Fund.................. 70 113 159 234 20 63 109 234
AMERICAN ODYSSEY FUNDS, INC.(2)
Core Equity Fund..................... 83 151 222 359 33 101 172 359
Emerging Opportunities Fund.......... 85 158 232 378 35 108 182 378
Global High-Yield Bond Fund.......... 84 152 223 362 34 102 173 362
Intermediate-Term Bond Fund.......... 83 151 221 357 33 101 171 357
International Equity Fund............ 84 155 228 370 34 105 178 370
Long-Term Bond Fund.................. 83 151 221 356 33 101 171 356
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio.................. 72 118 167 251 22 68 117 251
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND
Equity Income Portfolio.............. 70 112 157 230 20 62 107 230
Growth Portfolio..................... 71 115 162 242 21 65 112 242
High Income Portfolio................ 71 116 163 244 21 66 113 244
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio.............. 71 114 160 238 21 64 110 238
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Templeton Asset Allocation Fund...... 72 118 167 251 22 68 117 251
Templeton Bond Fund.................. 71 115 162 241 21 65 112 241
Templeton Stock Fund................. 73 121 172 261 23 71 122 261
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio............ 72 119 169 255 22 69 119 255
G.T. Global Strategic Income Portfolio** 75 127 181 280 25 77 131 280
MFS Total Return Portfolio........... 73 121 171 259 23 71 121 259
Putnam Diversified Income
Portfolio.......................... 73 121 172 261 23 71 122 261
Smith Barney High Income Portfolio... 71 116 163 243 21 66 113 243
Smith Barney International Equity
Portfolio.......................... 74 125 178 274 24 75 128 274
Smith Barney Large Cap Value
Portfolio
(formerly Smith Barney Income and
Growth Portfolio).................. 71 115 162 242 21 65 112 242
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock
Portfolio.......................... 74 123 175 268 24 73 125 268
Social Awareness Stock Portfolio..... 74 124 177 271 24 74 127 271
U.S. Government Securities
Portfolio.......................... 70 112 157 231 20 62 107 231
Utilities Portfolio.................. 75 127 181 279 25 77 131 279
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE
EXAMPLE REFLECTS THE $15 SEMIANNUAL CONTRACT FEE AS AN ANNUAL CHARGE OF .146%
OF ASSETS.

** Not currently available to new Contract Owners in most states.

(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.

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

See Appendix B, page B-1.

5
<PAGE> 15

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

Travelers Universal Annuity is a variable annuity designed to help contract
owners and participants accumulate money for retirement. Certificates are issued
to individual participants under a group contract. Under the Contract, you (the
contract owner or participant, as applicable) make purchase payments to us and
we credit them to your account. The Company promises to pay the owner or the
participant, as provided in an employer's plan, an income, in the form of
annuity or income payments, beginning on the maturity date (a future date chosen
on which annuity payments begin). The purchase payments accumulate tax deferred
in the funding options of your choice, or as provided in the plan under which
the Contract is issued. You assume the risk of gain or loss according to the
performance of the funding options. The cash value is the amount of purchase
payments, plus or minus any investment experience. The cash value also reflects
all withdrawals made and charges deducted. There is generally no guarantee that
at the maturity date the cash value will equal or exceed the total purchase
payments made under the Contract, except as specified or elected under the death
benefit provisions described in this prospectus. The date the Contract and its
benefits became effective is referred to as the contract date. Each 12-month
period following this contract date is called a contract year. The record of
accumulation units credited to an owner is called the owner's account. The
record of accumulation units credited to a participant is called the individual
account.

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

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 funding options, as selected by the contract owner. A funding
option is a fixed interest account, a managed separate account or available
underlying fund to which assets under a variable annuity contract may be
allocated. 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. Our business day ends
when the New York Stock Exchange closes, usually 4:00 p.m. Eastern time.

6
<PAGE> 16

ACCUMULATION UNITS

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

THE FUNDING OPTIONS

FUND U

Fund U invests in a number of underlying funds as described in the chart on page
23. 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
or in every plan, due to plan restrictions.

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 "The Insurance Company and The
Separate Account" 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

Up to 30 days before annuity or income payments begin, the owner or participant,
if permitted, may transfer all or part of the contract value among available
variable funding options without fee, penalty or charge. There are currently no
restrictions on frequency of such 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 funding
options. During the annuity period, transfers are allowed, only with our
consent. Please refer to Appendix A for information regarding transfers between
the Fixed Account and the variable funding options.

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

We reserve the right to modify transfer privileges at any time and to assess a
processing fee for this service upon 30 days' notice to the contract owner
(where permitted by law).

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
funding options to other funding options. 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.

7
<PAGE> 17

Automated transfers are subject to all Contract provisions, including those
relating to the transfer of money between funding options. 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 Program(R), 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 taxable distributions. The CHART
Program may not be available in all marketing programs through which the
Universal Annuity Contract is sold.

MARKET TIMING SERVICES

Accounts TGIS, TSB, TAS and TB ("Market Timed Accounts") are funding options
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 funding options 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

8
<PAGE> 18

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".)

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.

WITHDRAWALS AND REDEMPTIONS

Under a group Contract, before a participant's maturity date, the Company will
pay all or any portion of that participant's cash surrender value 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 (that
is, the cash value minus any withdrawal change) any time before the maturity
date. The owner or participant must submit a written request for withdrawal.
Withdrawals will be made pro rata from all the funding options unless he or she
specifies the funding option(s) from which surrender is to be made. The cash
surrender value will be determined as of the business day 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 account or

9
<PAGE> 19

individual account on any date will be equal to the cash value of the applicable
Contract or account less any applicable withdrawal 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.

Participants in Section 403(b) tax deferred annuity plans may not make
withdrawals from certain salary reduction amounts prior to reaching age 59 1/2,
unless due to separation from service, death, disability or hardship. (See
"Federal Tax Considerations.")

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.

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

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

DEATH BENEFIT

The following death benefit applies to all Contracts which include a 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; or

2. the total purchase payments allocated for that participant or contract
owner, less any prior withdrawal or cash loans; or

3. the participant's interest or, for an individual Contract, the cash
value, on the fifth Certificate or contract year anniversary immediately
preceding the date the Company receives due proof of death, less any
applicable premium tax, outstanding cash loans or withdrawals made since
such fifth year anniversary.

CHARGES AND DEDUCTIONS

WITHDRAWAL CHARGE

No sales charges are deducted at the time a purchase payment is applied under
the Contract. A withdrawal charge (deferred sales charge) of 5% will be assessed
if an amount is withdrawn within five years of its payment date. This deferred
sales charge is deducted only from purchase payments withdrawn (not on growth).
(For this calculation, the five years is measured from the first day of the
calendar month of the payment date.)

10
<PAGE> 20

In the case of a partial withdrawal, payments made first will be considered to
be withdrawn first ("first in, first out"). In no event may the withdrawal
charge exceed 5% of premiums paid in the five years immediately preceding the
withdrawal date, nor may the charge exceed 5% of the amount withdrawn. Unless
the Company receives instructions to the contrary, the withdrawal charge will be
deducted from the amount requested.

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

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

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

(d) from any Contract earnings.

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

We will not deduct a withdrawal charge (1) from payments we make due to the
death of the contract owner or the death of the annuitant with no contingent
annuitant surviving; or (2) upon election of an annuity payout (based upon life
expectancy); or (3) due to a minimum distribution under our minimum distribution
rules then in effect.

The withdrawal 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 withdrawal 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

11
<PAGE> 21

withdrawal 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.

FREE WITHDRAWAL ALLOWANCE

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 annual 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 annually 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 "Federal Tax Considerations.")

Any withdrawal deemed to be taken from purchase payments to which no withdrawal
charge applies will reduce any free withdrawal allowance available in that
contract year. Any withdrawal deemed to be taken from the free withdrawal
allowance will not reduce the amount of purchase payments to which withdrawal
charges are applicable.

PREMIUM TAX

Certain state and local governments impose premium taxes. These taxes currently
range from 0% to 5% 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 withdrawal or
termination 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 funding option 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
business day at the rate of 0.003425% for each day in the period.

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<PAGE> 22

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 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 withdrawal charge, mortality and expense risk charge, and the
administrative charge assessed under the Contract may be reduced or eliminated
when sales or administration of the Contract result in savings or reduction of
administrative or sales expenses and/or mortality and expense risks. Any such
reduction 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). For certain trusts, the
Company may change the order in which purchase payments and earnings are
withdrawn in order to determine the withdrawal charge.

There may be other circumstances, of which the Company is not presently aware,
which could result in fewer sales or administrative expenses. In no event will
reduction or elimination of the withdrawal 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 AND SUBADVISORY FEES

The Travelers Investment Management Company ("TIMCO") furnishes investment
management and advisory services to Accounts, 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 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, GIS, 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>
0.65% of the first $500,000,000,
Account GIS.......................... plus
0.55% of the next $500,000,000,
plus
0.50% of the next $500,000,000,
plus
0.45% of the next $500,000,000,
plus
0.40% of amounts over
$2,000,000,000
(of Account GIS's aggregate net
asset value)
0.50% of the first $50,000,000,
Account TB........................... 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>

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<PAGE> 23

TAMIC also supervises the subadvisor of Account GIS, TIMCO. According to the
terms of this written subadvisory agreement, TAMIC will pay TIMCO a fee
equivalent on an annual basis to the following:

<TABLE>
<CAPTION>
AGGREGATE
ANNUAL NET ASSET
SUBADVISORY VALUE OF
FEE THE ACCOUNT
- ----------- -----------
<C> <S> <C>
0.45% of the first $ 700,000,000 plus
0.275% of the next $ 300,000,000 plus
0.25% of the next $ 500,000,000 plus
0.225% of the next $ 500,000,000 plus
0.20% of amounts over $ 2,000,000,000
</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

The annuitant is designated in an individual Contract, and is the individual on
whose life the maturity date and the amount of the monthly payments depend.
Under a group Contract, annuity payments, that is, a series of payments, for a
particular participant will ordinarily begin on that participant's maturity date
as stated in that participant's certificate. For individual Contracts, it is the
date stated in the Contract. However, a later maturity date may be elected. For
qualified contracts, the maturity date must be before the individual's 70th
birthday, unless the Company consents to a later date. For nonqualified
contracts, unless otherwise elected, the maturity date will be the later of the
annuitant's 75th birthday or 10 years after the contract date. The maturity date
may be extended to any time prior to the annuitant's 85th birthday, or a later
date when permitted by state law and only with our consent. 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 withdrawal 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 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

When annuity payments begin, the accumulated value in each funding option will
be applied to provide an Annuity with the amount of annuity payments varying
with the investment experience of that same funding option. If the owner or
participant, as provided in the plan, wishes to have annuity payments which vary
with the investment experience of a different funding option, 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.

14
<PAGE> 24

Variable payout may not be available in all states; refer to your Contract. If a
variable payout is not available, 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 variable funding option.

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 begin 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,") 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.

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 funding option(s). The actual amounts of these
payments are determined by multiplying the number of annuity units credited to
the Contract in each funding option 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 maturity 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 place of the Death Benefit. 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
participant may outlive the payment period.

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

15
<PAGE> 25

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 maturity 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
maturity 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 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.

16
<PAGE> 26

INCOME OPTIONS

Income payments are optional forms of periodic payments made by the Company
which are not based on the life of the participant.

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.") 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 and expense risks.

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 CONTRACT PROVISIONS
- --------------------------------------------------------------------------------

TERMINATION OF INDIVIDUAL CONTRACT

You do not need to make any purchase payments after the first to keep the
Contract in effect. However, we reserve the right to terminate the Contract on
any business day if the contract value as of that date is less than $1,000 and
no purchase payments have been made for at least two years, unless otherwise
specified by state law. Termination will not occur until 31 days after the
Company has mailed notice of termination to the contract owner's last known
address and to any assignee of record. If the Contract is terminated, we will
pay you the contract value less any applicable premium tax, and less any
applicable administrative charge.

TERMINATION OF GROUP 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."

17
<PAGE> 27

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 a participant's maturity date, that participant terminates participation
in the plan, the 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 maturity 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.

18
<PAGE> 28

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 showing
the number of accumulation units credited to the Contract in each funding option
and the corresponding accumulation unit values 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 contract 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 right to return
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 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"), 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.

19
<PAGE> 29

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 funding options. 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.

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.

20
<PAGE> 30

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.

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

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 Tower Square Securities, Inc. ("Tower Square") and broker-
dealers which have Selling Agreements with 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.
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. It is currently anticipated that
Travelers Distribution Company, an affiliated broker-dealer, may become the
principal underwriter for the Contracts during 1998.

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.

CONFORMITY WITH STATE AND FEDERAL LAWS

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

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the separate accounts.
There is one material pending legal proceeding, other than ordinary routine
litigation incidental to the business, to which the Company is a party. In March
1997, a purported class action entitled Patterman v. The Travelers, Inc. was
commenced in the Superior Court of Richmond County, Georgia, alleging, among
other things, violations of the Georgia RICO statute and other state laws by an
affiliate of the Company, Primerica Financial Services, Inc. and certain of its
affiliates. Plaintiffs seek unspecified compensatory and punitive damages and
other relief. In April 1997, the lawsuit was removed to the U.S. District Court
for the Southern District of Georgia, and in October, 1997, the

21
<PAGE> 31

lawsuit was remanded to the Superior Court of Richmond County. Later in October
1997, the defendants, including the Company, answered the complaint, denied
liability and asserted numerous affirmative defenses. In February 1998, the
Superior Court of Richmond County transferred the lawsuit to the Superior Court
of Gwinnett County, Georgia, and certified the transfer order for immediate
appellate review. Also in February 1998, plaintiffs served an application for
appellate review of the transfer order; defendants subsequently opposed that
application; and later in February 1998, the Court of Appeals of the State of
Georgia granted plaintiffs' application for appellate review. Pending appeal
proceedings in the trial court have been stayed. The Company intends to
vigorously contest the litigation.

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

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. The Company's Home Office is
located at One Tower Square, Hartford, Connecticut 06183.

IMSA

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

YEAR 2000 COMPLIANCE

Generally, computer programs were designed without considering the impact of the
upcoming change in the century. As a result, software and computer systems may
need to be upgraded or replaced in order to comply with "Year 2000"
requirements. If not corrected, these computer applications could fail or create
erroneous results by or at the Year 2000. The business, financial condition, and
results of operations of a company could be materially and adversely affected by
the failure of its systems and applications (or those either provided or
operated by third-parties) to properly operate or manage dates beyond the year
1999.

The Company has investigated the nature and extent of the work required for our
computer systems to process beyond the turn of the century, and has made
progress toward achieving this goal, including upgrading and/or replacing
existing systems. We are confirming with our service providers that they are
also in the process of replacing or modifying their systems with the same goal.
We expect that our principal systems will be Year 2000 compliant by early 1999.
While these efforts involve substantial costs, we closely monitor associated
costs and continue to evaluate associated risks based on actual expenses. While
it is likely that these efforts will be successful, if

22
<PAGE> 32

necessary modifications and conversions are not completed in a timely manner,
the Year 2000 requirements could have a material adverse effect on certain
operations of the Company.

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 29.

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.

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. You will find detailed information about the options and
their inherent risks in the current prospectuses for the funding options which
must accompany this prospectus. Since each option has varying degrees of risk,
please read the prospectuses carefully before investing. Additional copies of
the prospectuses may be obtained by contacting your registered representative or
by calling 1-800-842-8573.

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

23
<PAGE> 33

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
INVESTMENT INVESTMENT INVESTMENT
OPTIONS OBJECTIVE ADVISER/SUBADVISER
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Capital Appreciation Fund Seeks growth of capital through the use of common Travelers Asset Management
stocks. Income is not an objective. The Fund invests International Corporation
principally in common stocks of small to large companies ("TAMIC")
which are expected to experience wide fluctuations in Subadviser: Janus Capital
price in both rising and declining markets. Corp.
Dreyfus Stock Index Fund Seeks to provide investment results that correspond to Mellon Equity Securities
the price and yield performance of publicly traded
common stocks in the aggregate, as represented by the
Standard & Poor's 500 Composite Stock Price Index.
High Yield Bond Trust Seeks generous income. The assets of the High Yield Bond TAMIC
Trust will be invested in bonds which, as a class, sell
at discounts from par value and are typically high risk
securities.
Managed Assets Trust Seeks high total investment return through a fully TAMIC
managed investment policy in a portfolio of equity, debt Subadviser: Travelers
and convertible securities. Investment Management
Company ("TIMCO")
MANAGED SEPARATE ACCOUNTS
Travelers Growth and Seeks long-term accumulation of principal through TAMIC
Income Stock Account capital appreciation and retention of net investment Subadviser: (TIMCO)
income
Travelers Money Market Seeks preservation of capital, a high degree of TAMIC
Account liquidity and the highest possible current income
available from certain short-term money market
securities
Travelers Quality Bond Seeks current income, moderate capital volatility and TAMIC
Account total return
Travelers Timed Seeks growth of capital by investing primarily in a TIMCO
Aggressive Stock Account broadly diversified portfolio of common stocks
Travelers Timed Growth Seeks long-term accumulation of principal through TIMCO
and Income Stock capital appreciation and retention of net investment
income
Travelers Timed Short- Seeks high current income with limited price volatility TIMCO
Term Bond Account
AMERICAN ODYSSEY FUNDS,
INC.
Core Equity Fund Seeks maximum long-term total return by investing American Odyssey Funds
primarily in common stocks of well-established Management, Inc.
companies. Subadviser: Equinox
Capital Management, Inc.
Emerging Opportunities Seeks maximum long-term total return by investing American Odyssey Funds
Fund primarily in common stocks of small, rapidly growing Management, Inc.
companies. Subadviser: Cowen Asset
Management and Chartwell
Investment Partners
Global High-Yield Bond Seeks maximum long-term total return (capital American Odyssey Funds
Fund* appreciation and income) by investing primarily in Management, Inc.
high-yield debt securities from the United States and Subadviser: BEA Associates
abroad.
Intermediate-Term Bond Seeks maximum long-term total return by investing American Odyssey Funds
Fund primarily in intermediate-term corporate debt Management, Inc.
securities, U.S. government securities, mortgage-related Subadviser: TAMIC
securities and asset-backed securities, as well as money
market instruments.
International Equity Fund Seeks maximum long-term total return by investing American Odyssey Funds
primarily in common stocks of established non-U.S. Management, Inc.
companies. Subadviser: Bank of
Ireland Asset Management
(U.S.) Limited
Long-Term Bond Fund Seeks maximum long-term total return by investing American Odyssey Funds
primarily in long-term corporate debt securities, U.S. Management, Inc.
government securities, mortgage-related securities, and Subadviser: Western Asset
asset-backed securities, as well as money market Management Company
instruments.
</TABLE>

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

24
<PAGE> 34

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
INVESTMENT INVESTMENT INVESTMENT
OPTIONS OBJECTIVE ADVISER/SUBADVISER
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
FIDELITY'S VARIABLE
INSURANCE PRODUCTS FUND
VIP Equity Income Seeks reasonable income by investing primarily in Fidelity Management &
Portfolio income- producing equity securities, in choosing these Research Company
securities, the portfolio manager will also consider the
potential for capital appreciation.
VIP Growth Portfolio Seeks capital appreciation by purchasing common stocks Fidelity Management &
of well-known, established companies, and small emerging Research Company
growth companies, although its investments are not
restricted to any one type of security. Capital
appreciation may also be found in other types of
securities, including bonds and preferred stocks.
VIP High Income Portfolio Seeks to obtain a high level of current income by Fidelity Management &
investing primarily in high yielding, lower-rated, Research Company
fixed-income securities, while also considering growth
of capital.
FIDELITY'S VARIABLE
INSURANCE PRODUCTS FUND II
VIP II Asset Manager Seeks high total return with reduced risk over the Fidelity Management &
Portfolio long-term by allocating its assets among stocks, bonds Research Company
and short-term fixed-income instruments.
TEMPLETON VARIABLE PRODUCTS
SERIES FUND
Templeton Asset Seeks a high level of total return with reduced risk Templeton Investment
Allocation Fund (Class 1) over the long term through a flexible policy of Counsel, Inc.
investing in stocks of companies in any nation and debt
obligations of companies and governments of any nation.
Templeton Bond Fund Seeks high current income by investing primarily in debt Templeton Global Bond
(Class 1) securities of companies, governments and government Managers
agencies of various nations throughout the world.
Templeton Stock Fund Seeks capital growth by investing primarily in common Templeton Investment
(Class 1) stocks issued by companies, large and small, in various Counsel, Inc.
nations throughout the world.
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital by investing Travelers Investment
predominantly in equity securities of companies with a Adviser ("TIA")
favorable outlook for earnings and whose rate of growth Subadviser: Alliance
is expected to exceed that of the U.S. economy over Capital Management L.P.
time. Current income is only an incidental
consideration.
MFS Total Return Seeks to obtain above-average income (compared to a TIA
Portfolio portfolio entirely invested in equity securities) Subadviser: Massachusetts
consistent with the prudent employment of capital. Financial Services Company
Generally, at least 40% of the Portfolio's assets will ("MFS")
be invested in equity securities.
Putman Diversified Income Seeks high current income consistent with preservation TIA
Portfolio of capital. The Portfolio will allocate its investments Subadviser: Putnam
among the U.S. Government Sector, the High Yield Sector, Investment Management,
and the International Sector of the fixed income Inc.
securities markets.
Smith Barney High Income Seeks high current income. Capital appreciation is a Mutual Management
Portfolio secondary objective. The Portfolio will invest at least Corporation ("MMC")
65% of its assets in high-yielding corporate debt
obligations and preferred stock.
Smith Barney Seeks total return on assets from growth of capital and MMC
International Equity income by investing at least 65% of its assets in a
Portfolio diversified portfolio of equity securities of
established non-U.S. issuers.
Smith Barney Large Cap Seeks current income and long-term growth of income and MMC
Value Portfolio (formerly capital by investing primarily, but not exclusively, in
"Smith Barney Income and common stocks.
Growth Portfolio")
</TABLE>

25
<PAGE> 35

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 Option 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.

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

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<PAGE> 36

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
and adjusted historical performance, as described below.

STANDARDIZED METHOD. Quotations of average annual total returns are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the funding option, and then related to ending redeemable values over
one-, five-, and ten-year periods, or for a period covering the time during
which the funding option has been in existence, if less. These quotations
reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). The deduction for the annual
administrative charge ($30) is converted to a percentage of assets based on the
actual fee collected (or anticipated to be collected, if a new product), divided
by the average net assets for Contracts sold (or anticipated to be sold). Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

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

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

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

FEDERAL TAX CONSIDERATIONS

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

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

GENERAL TAXATION OF ANNUITIES

Congress has recognized the value of saving for retirement by providing certain
tax benefits, in the form of tax deferral, for money put into an annuity. The
Internal Revenue Code (Code) governs

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<PAGE> 37

how this money is ultimately taxed, depending upon the type of contract,
qualified or non-qualified, and the manner in which the money is distributed, as
briefly described below.

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

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

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.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

NONQUALIFIED ANNUITY CONTRACTS

As the owner of a nonqualified annuity, you do not receive any tax benefit
(deduction or deferral of income) on purchase payments, but you will not be
taxed on increases in the value of your contract until a distribution
occurs -- either as a withdrawal (distribution made prior to the

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<PAGE> 38

maturity date), or as annuity payments. When a withdrawal is made, you are taxed
on the amount of the withdrawal that is considered earnings. Similarly, when you
receive an annuity payment, part of each payment is considered a return of your
purchase payments and will not be taxed. The remaining portion of the annuity
payment (i.e., any earnings) will be considered ordinary income for tax
purposes.

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

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

Federal tax law requires that nonqualified annuity contracts meet minimum
mandatory distribution requirements upon the death of the contract owner,
including the first of joint owners. If these requirements are not met, the
surviving joint owner, or the beneficiary, will have to pay taxes prior to
distribution. The distribution required depends, among other things, upon
whether an annuity option is elected or whether the new contract owner is the
surviving spouse. We will administer Contracts in accordance with these rules
and we will notify you when you should begin receiving payments.

QUALIFIED ANNUITY CONTRACTS

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

DIVERSIFICATION REQUIREMENTS

The Code states that in order to qualify for the tax benefits described above,
investments made in the separate account of any nonqualified variable annuity
contract must satisfy certain diversification requirements. Tax regulations
define how separate accounts must be diversified. We monitor the investments
constantly and believe that our accounts are adequately diversified. We intend
to administer all contracts subject to this provision of law in a manner that
will maintain adequate diversification.

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<PAGE> 39

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. 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.

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<PAGE> 40

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.

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

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<PAGE> 41

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 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. 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. When Account QB commits to purchase a when-issued security,
it will set aside 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 liquid securities 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 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

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<PAGE> 42

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.

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 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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<PAGE> 43

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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<PAGE> 44

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 5% of its assets in the securities of any one issuer, other
than securities issued or guaranteed by the United States Government.
However, Account MM may invest up to 25% of its total assets in first
tier securities, as defined in Rule 2a-7, of a single issuer for a
period of up to three business days after the purchase thereof;

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 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

35
<PAGE> 45

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 liquid securities 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

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.
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

36
<PAGE> 46

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.

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

37
<PAGE> 47

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.

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

38
<PAGE> 48

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:

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);

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.

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.

39
<PAGE> 49

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
liquid securities 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 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

40
<PAGE> 50

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)

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

NOTE: The Travelers Timed Bond Account is not currently available to new
contract owners in most states.

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 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

41
<PAGE> 51

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. 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,

42
<PAGE> 52

Account TB will set aside liquid securities 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.

43
<PAGE> 53

APPENDIX A

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

THE FIXED ACCOUNT

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

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

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

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

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

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

The initial rate for any allocations into the Fixed Account is guaranteed for
one year from the date of such allocation. Subsequent renewal rates will be
guaranteed for the calendar quarter. We also guarantee that for the life of the
Contract we will credit interest at not less than 3% per year. Any interest
credited to amounts allocated to the Fixed Account in excess of 3% per year will
be determined in our sole discretion. You assume the risk that interest credit
to the Fixed Account may not exceed the minimum guarantee of 3.5% for any given
year.

TRANSFERS

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

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

A-1
<PAGE> 54

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

THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
1997 1996 1995 1994
------------------- ------------------- ------------------- -------------------
Q NQ Q NQ Q NQ Q NQ
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year... $ 3.034 $ 3.146 $ 2.396 $ 2.485 $ 1.779 $ 1.845 $ 1.892 $ 1.962
Unit Value at end of year......... 3.779 3.920 3.034 3.146 2.396 2.485 1.779 1.845
Number of units outstanding at end
of year (thousands)............. 84,250 9,791 64,294 7,828 45,979 4,415 40,160 3,605
HIGH YIELD BOND TRUST
Unit Value at beginning of year... $ 2.833 $ 2.863 $ 2.472 $ 2.498 $ 2.167 $ 2.189 $ 2.222 $ 2.245
Unit Value at end of year......... 3.261 3.295 2.833 2.863 2.472 2.498 2.167 2.189
Number of units outstanding at end
of year (thousands)............. 6,673 973 5,312 657 4,592 498 4,708 585
MANAGED ASSETS TRUST
Unit Value at beginning of year... $ 3.105 $ 3.342 $ 2.763 $ 2.975 $ 2.201 $ 2.369 $ 2.281 $ 2.455
Unit Value at end of year......... 3.720 4.004 3.105 3.342 2.763 2.975 2.201 2.369
Number of units outstanding at end
of year (thousands)............. 53,841 5,164 55,055 4,632 57,020 4,114 58,355 4,813

<CAPTION>
<S> <C> <C>
- ----------------------------------------------------------
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year... $ 1.665 $ 1.727
Unit Value at end of year......... 1.892 1.962
Number of units outstanding at end
of year (thousands)............. 30,003 2,825
HIGH YIELD BOND TRUST
Unit Value at beginning of year... $ 1.974 $ 1.994
Unit Value at end of year......... 2.222 2.245
Number of units outstanding at end
of year (thousands)............. 5,066 603
MANAGED ASSETS TRUST
Unit Value at beginning of year... $ 2.111 $ 2.273
Unit Value at end of year......... 2.281 2.455
Number of units outstanding at end
of year (thousands)............. 63,538 4,490
</TABLE>

<TABLE>
<CAPTION>
1992 1991 1990 1989
------------------- ------------------- ------------------- -------------------
Q NQ Q NQ Q NQ Q NQ
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year... $ 1.433 $ 1.487 $ 1.075 $ 1.114 $ 1.157 $ 1.200 $ 1.015 $ 1.052
Unit Value at end of year......... 1.665 1.727 1.433 1.487 1.075 1.114 1.157 1.200
Number of units outstanding at end
of year (thousands)............. 16,453 1,020 12,703 887 11,356 553 12,038 495
HIGH YIELD BOND TRUST
Unit Value at beginning of year... $ 1.767 $ 1.785 $ 1.418 $ 1.433 $ 1.573 $ 1.590 $ 1.571 $ 1.588
Unit Value at end of year......... 1.976 1.994 1.767 1.785 1.418 1.433 1.573 1.590
Number of units outstanding at end
of year (thousands)............. 4,730 428 4,018 344 4,045 341 6,074 573
MANAGED ASSETS TRUST
Unit Value at beginning of year... $ 2.034 $ 2.189 $ 1.691 $ 1.821 $ 1.671 $ 1.799 $ 1.331 $ 1.433
Unit Value at end of year......... 2.111 2.273 2.034 2.189 1.691 1.821 1.671 1.799
Number of units outstanding at end
of year (thousands)............. 65,926 4,120 58,106 3,359 51,489 2.744 47,104 2,836

<CAPTION>
<S> <C> <C>
- ----------------------------------------------------------------------------
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year... $ 0.934 $ 0.968
Unit Value at end of year......... 1.015 1.052
Number of units outstanding at end
of year (thousands)............. 13,040 423
HIGH YIELD BOND TRUST
Unit Value at beginning of year... $ 1.388 $ 1.403
Unit Value at end of year......... 1.571 1.588
Number of units outstanding at end
of year (thousands)............. 5,783 676
MANAGED ASSETS TRUST
Unit Value at beginning of year... $ 1.234 $ 1.328
Unit Value at end of year......... 1.331 1.433
Number of units outstanding at end
of year (thousands)............. 46,809 3,316
</TABLE>

Q = Qualified
NQ = NonQualified
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.
* Prior to May 1, 1994, the Capital Appreciation Fund was known as the
Aggressive Stock Trust.

B-1
<PAGE> 55

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

THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT SECURITIES PORTFOLIO (1/92)*
Unit Value at beginning of period......................... $ 1.323 $ 1.321 $ 1.074 $ 1.153 $ 1.066 $ 1.000
Unit Value at end of period............................... 1.472 1.323 1.321 1.074 1.153 1.066
Number of units outstanding at end of period
(thousands)............................................. 22,809 19,054 21,339 22,709 22,142 8,566
SOCIAL AWARENESS STOCK PORTFOLIO (5/92)*
Unit Value at beginning of period......................... $ 1.731 $ 1.461 $ 1.109 $ 1.153 $ 1.086 $ 1.000
Unit Value at end of period............................... 2.176 1.731 1.461 1.109 1.153 1.086
Number of units outstanding at end of year (thousands).... 9,539 6,355 4,841 3,499 2,920 1,332
UTILITIES PORTFOLIO (2/94)*
Unit Value at beginning of period......................... $ 1.363 $ 1.284 $ 1.005 $ 1.000 -- --
Unit Value at end of period............................... 1.686 1.363 1.284 1.005 -- --
Number of units outstanding at end of period
(thousands)............................................. 12,539 13,258 11,918 5,740 -- --
TEMPLETON BOND FUND (1/92)* (CLASS 1)
Unit Value at beginning of year........................... $ 1.351 $ 1.250 $ 1.101 $ 1.172 $ 1.065 $ 1.000
Unit Value at end of year................................. 1.367 1.351 1.250 1.101 1.172 1.065
Number of units outstanding at end of year (thousands).... 10,502 10,260 10,527 10,186 8,014 3,477
TEMPLETON STOCK FUND (1/92)* (CLASS 1)
Unit Value at beginning of year........................... $ 2.001 $ 1.655 $ 1.338 $ 1.385 $ 1.047 $ 1.000
Unit Value at end of year................................. 2.211 2.001 1.655 1.338 1.385 1.047
Number of units outstanding at end of year (thousands).... 180,876 154,614 122,937 101,462 43,847 10,433
TEMPLETON ASSET ALLOCATION FUND (1/92)* (CLASS 1)
Unit Value at beginning of year........................... $ 1.815 $ 1.546 $ 1.277 $ 1.333 $ 1.070 $ 1.000
Unit Value at end of year................................. 2.070 1.815 1.546 1.277 1.333 1.070
Number of units outstanding at end of year (thousands).... 124,603 113,809 107,460 103,407 51,893 13,888
FIDELITY VIP HIGH INCOME PORTFOLIO (2/92)*
Unit Value at beginning of year........................... $ 1.766 $ 1.568 $ 1.316 $ 1.354 $ 1.138 $ 1.000
Unit Value at end of year................................. 2.052 1.766 1.568 1.316 1.354 1.138
Number of units outstanding at end of year (thousands).... 48,895 40,309 32,601 25,813 17,381 4,875
FIDELITY VIP GROWTH PORTFOLIO (1/92)*
Unit Value at beginning of year........................... $ 1.805 $ 1.594 $ 1.192 $ 1.207 $ 1.024 $ 1.000
Unit Value at end of year................................. 2.201 1.805 1.594 1.192 1.207 1.024
Number of units outstanding at end of year (thousands).... 289,002 274,892 229,299 176,304 101,260 30,240
FIDELITY VIP EQUITY-INCOME PORTFOLIO (7/93)*
Unit Value at beginning of period......................... $ 1.674 $ 1.484 $ 1.112 $ 1.052 $ 1.000 --
Unit Value at end of period............................... 2.118 1.674 1.484 1.112 1.052 --
Number of units outstanding at end of period
(thousands)............................................. 237,050 205,636 153,463 78,856 13,414 --
FIDELITY VIP II ASSET MANAGER PORTFOLIO (1/92)*
Unit Value at beginning of year........................... $ 1.577 $ 1.394 $ 1.207 $ 1.301 $ 1.088 $ 1.000
Unit Value at end of year................................. 1.879 1.577 1.394 1.207 1.301 1.088
Number of units outstanding at end of year (thousands).... 240,064 249,050 270,795 282,474 162,413 30,207
DREYFUS STOCK INDEX FUND (1/92)*
Unit Value at beginning of year........................... $ 1.870 $ 1.546 $ 1.144 $ 1.148 $ 1.064 $ 1.000
Unit Value at end of year................................. 2.456 1.870 1.546 1.144 1.148 1.064
Number of units outstanding at end of year (thousands).... 109,317 66,098 43,247 31,600 26,789 12,089
AMERICAN ODYSSEY INTERNATIONAL EQUITY FUND (5/93)*
Unit Value at beginning of period......................... $ 1.534 $ 1.274 $ 1.084 $ 1.180 $ 1.000 --
Unit Value at end of period............................... 1.592 1.534 1.274 1.084 1.180 --
Number of units outstanding at end of period
(thousands)............................................. 143,959 121,896 70,364 47,096 16,944 --
AMERICAN ODYSSEY EMERGING OPPORTUNITIES FUND (5/93)*
Unit Value at beginning of period......................... $ 1.460 $ 1.526 $ 1.168 $ 1.079 $ 1.000 --
Unit Value at end of period............................... 1.541 1.460 1.526 1.168 1.079 --
Number of units outstanding at end of period
(thousands)............................................. 162,146 122,877 103,815 73,838 27,011 --
</TABLE>

B-2
<PAGE> 56
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AMERICAN ODYSSEY CORE EQUITY FUND (6/93)*
Unit Value at beginning of period......................... $ 1.647 $ 1.354 $ .990 $ 1.012 $ 1.000 --
Unit Value at end of period............................... 2.143 1.647 1.354 .990 1.012 --
Number of units outstanding at end of period
(thousands)............................................. 185,895 170,552 137,330 100,082 37,136 --
AMERICAN ODYSSEY LONG-TERM BOND FUND (6/93)*
Unit Value at beginning of period......................... $ 1.221 $ 1.221 $ .990 $ 1.085 $ 1.000 --
Unit Value at end of period............................... 1.352 1.221 1.221 .990 1.085 --
Number of units outstanding at end of period
(thousands)............................................. 159,728 137,075 101,376 70,928 25,467 --
AMERICAN ODYSSEY INTERMEDIATE-TERM BOND FUND (6/93)*
Unit Value at beginning of period......................... $ 1.157 $ 1.128 $ .993 $ 1.035 $ 1.000 --
Unit Value at end of period............................... 1.229 1.157 1.128 .993 1.035 --
Number of units outstanding at end of period
(thousands)............................................. 86,914 78,211 68,878 50,403 19,564 --
AMERICAN ODYSSEY GLOBAL HIGH-YIELD BOND FUND** (5/93)*
Unit Value at beginning of period......................... $ 1.129 $ 1.102 $ 1.006 $ 1.020 $ 1.000 --
Unit Value at end of period............................... 1.183 1.129 1.102 1.006 1.020 --
Number of units outstanding at end of period
(thousands)............................................. 48,929 44,077 24,416 17,611 8,201 --
SMITH BARNEY LARGE CAP VALUE PORTFOLIO (2/95)*
(formerly Smith Barney Income and Growth Portfolio)
Unit Value at beginning of period......................... $ 1.474 $ 1.246 $ 1.000 -- -- --
Unit Value at end of period............................... 1.843 1.474 1.246 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 10,871 6,133 1,747 -- -- --
ALLIANCE GROWTH PORTFOLIO (2/95)*
Unit Value at beginning of period......................... $ 1.640 $ 1.284 $ 1.000 -- -- --
Unit Value at end of period............................... 2.091 1.640 1.284 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 19,535 10,809 2,498 -- -- --
SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO (2/95)*
Unit Value at beginning of period......................... $ 1.321 $ 1.137 $ 1.000 -- -- --
Unit Value at end of period............................... 1.339 1.321 1.137 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 7,634 5,777 593 -- -- --
PUTNAM DIVERSIFIED INCOME PORTFOLIO (3/95)*
Unit Value at beginning of period......................... $ 1.206 $ 1.128 $ 1.000 -- -- --
Unit Value at end of period............................... 1.282 1.206 1.128 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 5,171 2,375 774 -- -- --
SMITH BARNEY HIGH INCOME PORTFOLIO (3/95)*
Unit Value at beginning of period......................... $ 1.256 $ 1.124 $ 1.000 -- -- --
Unit Value at end of period............................... 1.412 1.256 1.124 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 1,307 553 138 -- -- --
MFS TOTAL RETURN PORTFOLIO (2/95)*
Unit Value at beginning of period......................... $ 1.362 $ 1.205 $ 1.000 -- -- --
Unit Value at end of period............................... 1.630 1.362 1.205 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 14,655 7,302 2,734 -- -- --
G.T. GLOBAL STRATEGIC INCOME PORTFOLIO*** (3/95)*
Unit Value at beginning of period......................... $ 1.402 $ 1.195 $ 1.000 -- -- --
Unit Value at end of period............................... 1.487 1.402 1.195 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 222 242 162 -- -- --
</TABLE>

* Represents date money was first applied to funding option through Separate
Account.

** Formerly American Odyssey Short-Term Bond Fund. The name, investment
objectives and investment subadviser were changed pursuant to a shareholder
vote effective May 1, 1998.

*** Not currently available to new Contract Owners in most states.

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.

B-3
<PAGE> 57

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 reports on the per unit data for each of
the five years in the period ended December 31, 1997 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 1997 1996 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income................ $ .228 $ .212 $ .205 $ .189 $ .184 $ .188 $ .198 $ .192
Operating expenses..................... .228 .175 .140 .115 .106 .098 .091 .079
-------- -------- ------- ------- ------- ------- ------- -------
Net investment income.................. .000 .037 .065 .074 .078 .090 .107 .113
Unit Value at beginning of year........ 11.371 9.369 6.917 7.007 6.507 6.447 5.048 5.295
Net realized and change in unrealized gains
(losses)............................. 3.584 1.965 2.387 (.164) .422 (.030) 1.292 (.360)
-------- -------- ------- ------- ------- ------- ------- -------
Unit Value at end of year.............. $ 14.955 $ 11.371 $ 9.369 $ 6.917 $ 7.007 $ 6.507 $ 6.447 $ 5.048
======== ======== ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ 3.58 $ 2.00 $ 2.45 $ (.09) $ .50 $ .06 $ 1.40 $ (.25)
Ratio of operating expenses to average net
assets............................... 1.70% 1.70% 1.70% 1.65% 1.57% 1.58% 1.58% 1.57%
Ratio of net investment income to average
net assets........................... .00% .36% .79% 1.05% 1.15% 1.43% 1.86% 2.25%
Number of units outstanding at end of year
(thousands).......................... 29,545 27,578 26,688 26,692 28,497 29,661 26,235 19,634
Portfolio turnover rate................ 64% 85% 96% 103% 81% 189% 319% 54%
Average Commission Rate Paid*.......... $ .051 $ .047 -- -- -- -- -- --
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1997 1996 1995 1994 1993 1992 1991 1990
- -----------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income................ $ .233 $ .216 $ .208 $ .192 $ .189 $ .192 $ .201 $ .199
Operating expenses..................... .201 .154 .123 .100 .092 .085 .077 .069
-------- -------- ------- ------- ------- ------- ------- -------
Net investment income.................. .032 .062 .085 .092 .097 .107 .124 .130
Unit Value at beginning of year........ 11.763 9.668 7.120 7.194 6.664 6.587 5.145 5.383
Net realized and change in unrealized gains
(losses)............................. 3.715 2.033 2.463 (.166) .433 (.030) 1.318 (.368)
-------- -------- ------- ------- ------- ------- ------- -------
Unit Value at end of year.............. $ 15.510 $ 11.763 $ 9.668 $ 7.120 $ 7.194 $ 6.664 $ 6.587 $ 5.145
======== ======== ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ 3.75 $ 2.10 $ 2.55 $ (.07) $ .53 $ .08 $ 1.44 $ (.24)
Ratio of operating expenses to average net
assets............................... 1.45% 1.45% 1.45% 1.41% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to average
net assets........................... .24% .60% 1.02% 1.30% 1.40% 1.67% 2.11% 2.50%
Number of units outstanding at end of year
(thousands).......................... 15,194 16,554 17,896 19,557 21,841 22,516 24,868 28,053
Portfolio turnover rate................ 64% 85% 96% 103% 81% 189% 319% 54%
Average commission rate paid*.......... $ 0.51 $ .047 -- -- -- -- -- --

SELECTED PER UNIT DATA
Total investment income................ $ .191 $ .168
Operating expenses..................... .095 .071
------- -------
Net investment income.................. .096 .097
Unit Value at beginning of year........ 4.191 3.601
Net realized and change in unrealized gains
(losses)............................. 1.008 .493
------- -------
Unit Value at end of year.............. $ 5.295 $ 4.191
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ 1.10 $ .59
Ratio of operating expenses to average net
assets............................... 1.58% 1.58%
Ratio of net investment income to average
net assets........................... 2.33% 2.60%
Number of units outstanding at end of year
(thousands).......................... 15,707 12,173
Portfolio turnover rate................ 27% 38%
Average Commission Rate Paid*.......... -- --
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1989 1988
- ----------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income................ $ .191 $ .168
Operating expenses..................... .066 .053
------- -------
Net investment income.................. .125 .115
Unit Value at beginning of year........ 4.250 3.642
Net realized and change in unrealized gains
(losses)............................. 1.008 .493
------- -------
Unit Value at end of year.............. $ 5.383 $ 4.250
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ 1.13 $ .61
Ratio of operating expenses to average net
assets............................... 1.33% 1.33%
Ratio of net investment income to average
net assets........................... 2.56% 2.85%
Number of units outstanding at end of year
(thousands).......................... 31,326 35,633
Portfolio turnover rate................ 27% 38%
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.

B-4
<PAGE> 58

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 reports on the per unit data for each of
the five years in the period ended December 31, 1997 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 1997 1996 1995 1994 1993 1992 1991 1990*
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income............... $ .342 $ .368 $ .319 $ .310 $ .299 $ .311 $ .299 $ .277
Operating expenses.................... .082 .078 .073 .069 .067 .061 .056 .048
------- ------- ------- ------- ------- ------- ------- -------
Net investment income................. .260 .290 .246 .241 .232 .250 .243 .229
Unit Value at beginning of year....... 5.060 4.894 4.274 4.381 4.052 3.799 3.357 3.129
Net realized and change in unrealized
gains (losses)...................... .073 (.124) .374 (.348) .097 .003 .199 (.001)
------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year............. $ 5.393 $ 5.060 $ 4.894 $ 4.274 $ 4.381 $ 4.052 $ 3.799 $ 3.357
======= ======= ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ .33 $ .17 $ .62 $ (.11) $ .33 $ .25 $ .44 $ .23
Ratio of operating expenses to average
net assets.......................... 1.57% 1.57% 1.57% 1.57% 1.57% 1.58% 1.57% 1.57%
Ratio of net investment income to
average net assets.................. 5.00% 5.87% 5.29% 5.62% 5.41% 6.38% 6.84% 7.06%
Number of units outstanding at end of
year (thousands).................... 21,521 24,804 27,066 27,033 28,472 20,250 17,211 14,245
Portfolio turnover rate............... 196% 176% 138% 27% 24% 23% 21% 41%
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1997 1996 1995 1994 1993 1992 1991 1990*
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .353 $ .379 $ .328 $ .318 $ .306 $ .317 $ .304 $ .281
Operating expenses.................... .071 .067 .063 .059 .058 .050 .048 .040
------- ------- ------- ------- ------- ------- ------- -------
Net investment income................. .282 .312 .265 .259 .248 .267 .256 .241
Unit Value at beginning of year....... 5.234 5.050 4.400 4.498 4.150 3.880 3.421 3.181
Net realized and change in unrealized
gains (losses)...................... .077 (.128) .385 (.357) .100 .003 .203 (.001)
------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year............. $ 5.593 $ 5.234 $ 5.050 $ 4.400 $ 4.498 $ 4.150 $ 3.880 $ 3.421
======= ======= ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ .36 $ .18 $ .65 $ (.10) $ .35 $ .27 $ .46 $ .24
Ratio of operating expenses to average
net assets.......................... 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to
average net assets.................. 5.25% 6.12% 5.54% 5.87% 5.66% 6.61% 7.09% 7.31%
Number of units outstanding at end of
year (thousands).................... 7,683 8,549 9,325 10,694 12,489 13,416 14,629 16,341
Portfolio turnover rate............... 196% 176% 138% 27% 24% 23% 21% 41%

<CAPTION>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .270 $ .259
Operating expenses.................... .047 .046
------- -------
Net investment income................. .223 .213
Unit Value at beginning of year....... 2.852 2.697
Net realized and change in unrealized
gains (losses)...................... .054 (.058)
------- -------
Unit Value at end of year............. $ 3.129 $ 2.852
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ .28 $ .16
Ratio of operating expenses to average
net assets.......................... 1.57% 1.58%
Ratio of net investment income to
average net assets.................. 7.44% 7.67%
Number of units outstanding at end of
year (thousands).................... 13,135 9,457
Portfolio turnover rate............... 33% 17%
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1989 1988
- ----------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .270 $ .259
Operating expenses.................... .035 .037
------- -------
Net investment income................. .235 .222
Unit Value at beginning of year....... 2.892 2.728
Net realized and change in unrealized
gains (losses)...................... .054 (.058)
------- -------
Unit Value at end of year............. $ 3.181 $ 2.892
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ .29 $ .16
Ratio of operating expenses to average
net assets.......................... 1.33% 1.33%
Ratio of net investment income to
average net assets.................. 7.60% 7.82%
Number of units outstanding at end of
year (thousands).................... 18,248 21,124
Portfolio turnover rate............... 33% 17%
</TABLE>

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

B-5
<PAGE> 59

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

THE TRAVELERS MONEY MARKET 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 reports on the per unit data for each of
the five years in the period ended December 31, 1997 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> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income............... $ .128 $ .121 $ .127 $ .087 $ .065 $ .077 $ .118 $ .149
Operating expenses.................... .036 .035 .034 .032 .031 .031 .030 .029
-------- -------- ------- ------- ------- ------- ------- -------
Net investment income................. .092 .086 .093 .055 .034 .046 .088 .120
Unit Value at beginning of year....... 2.263 2.177 2.084 2.029 1.995 1.949 1.861 1.741
-------- -------- ------- ------- ------- ------- ------- -------
Unit Value at end of year............. $ 2.355 $ 2.263 $ 2.177 $ 2.084 $ 2.029 $ 1.995 $ 1.949 $ 1.861
======== ======== ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value............ $ .09 $ .09 $ .09 $ .06 $ .03 $ .05 $ .09 $ .12
Ratio of operating expenses to average
net assets.......................... 1.57% 1.57% 1.57% 1.57% 1.57% 1.57% 1.57% 1.57%
Ratio of net investment income to
average net assets.................. 4.02% 3.84% 4.36% 2.72% 1.68% 2.33% 4.66% 6.68%
Number of units outstanding at end of
year (thousands).................... 36,134 38,044 35,721 39,675 34,227 42,115 55,013 67,343
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1997 1996 1995 1994 1993 1992 1991 1990*
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .134 $ .125 $ .130 $ .091 $ .067 $ .079 $ .120 $ .151
Operating expenses.................... .032 .030 .030 .028 .027 .027 .026 .024
-------- -------- ------- ------- ------- ------- ------- -------
Net investment income................. .102 .095 .100 .063 .040 .052 .094 .127
Unit Value at beginning of year....... 2.341 2.246 2.146 2.083 2.043 1.991 1.897 1.770
-------- -------- ------- ------- ------- ------- ------- -------
Unit Value at end of year............. $ 2.443 $ 2.341 $ 2.246 $ 2.146 $ 2.083 $ 2.043 $ 1.191 $ 1.897
======== ======== ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value............ $ .10 $ .10 $ .10 $ .06 $ .04 $ .05 $ .09 $ .13
Ratio of operating expenses to average
net assets.......................... 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to
average net assets.................. 4.27% 4.10% 4.61% 2.98% 1.93% 2.58% 4.90% 6.93%
Number of units outstanding at end of
year (thousands).................... 105 112 206 206 218 227 262 326

<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .156 $ .118
Operating expenses.................... .027 .023
------- -------
Net investment income................. .129 .095
Unit Value at beginning of year....... 1.612 1.517
------- -------
Unit Value at end of year............. $ 1.741 $ 1.612
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value............ $ .13 $ .10
Ratio of operating expenses to average
net assets.......................... 1.57% 1.56%
Ratio of net investment income to
average net assets.................. 7.65% 6.02%
Number of units outstanding at end of
year (thousands).................... 57,916 41,449
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1989 1988
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .156 $ .118
Operating expenses.................... .021 .018
------- -------
Net investment income................. .135 .100
Unit Value at beginning of year....... 1.635 1.535
------- -------
Unit Value at end of year............. $ 1.770 $ 1.635
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value............ $ .14 $ .10
Ratio of operating expenses to average
net assets.......................... 1.33% 1.31%
Ratio of net investment income to
average net assets.................. 7.81% 6.19%
Number of units outstanding at end of
year (thousands).................... 367 497
</TABLE>

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

B-6
<PAGE> 60

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 reports on the per unit data for each of
the five years in the period ended December 31, 1997 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>
1997 1996 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income........... $ .075 $ .061 $ .083 $ .064 $ .043 $ .046 $ .045 $ .099
Operating expenses................ .090 .069** .057** .041** .042** .045** .045** .034**
------- ------- ------- ------- ------- ------- ------- -------
Net investment income............. (.015) (.008) .026 .023 .001 .001 -- .065
Unit Value at beginning of year... $ 2.717 $ 2.263 $ 1.695 $ 1.776 $ 1.689 $ 1.643 $ 1.391 $ 1.447
Net realized and change in
unrealized gains (losses)....... .824 .462 .542 (.104) 0.086 0.045 0.252 (.121)
------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year......... $ 3,526 $ 2.717 $ 2.263 $ 1.695 $ 1.776 $ 1.689 $ 1.643 $ 1.391
======= ======= ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ .81 $ .45 $ .57 $ (.08) $ .09 $ .05 $ .25 $ (.06)
Ratio of operating expenses to
average net assets*............. 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.41%**
Ratio of net investment income to
average net assets*............. (.45)% (.34)% 1.37% 1.58% 0.08% 0.78% 1.33% 1.86%
Number of units outstanding at end
of year (thousands)............. 60,312 68,111 105,044 29,692 -- 217,428 -- 5,708
Portfolio turnover rate........... 63% 81% 79% 19% 70% 119% 489% 653%
Average commission rate paid***... $ .053 $ .046 -- -- -- -- -- --

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

*** 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.

B-7
<PAGE> 61

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

THE TRAVELERS TIMED SHORT-TERM BOND 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 reports on the per unit data for each of
the five years in the period ended December 31, 1997 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.

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income........... $ .077 $ .057 $ .074 $ .055 $ .041 $ .054 $ .076 $ .099
Operating expenses................ .039** .030** .035** .036** .037** .041** .036** .030**
------- ------- ------- ------- ------- ------- ------- -------
Net investment income............. 0.38 .027 .039 .019 .004 .013 .040 .069
Unit value at beginning of year... 1.361 1.333 1.292 1.275 1.271 1.258 1.218 1.149
Net realized and change in
unrealized gains (losses)***.... .000 .001 .002 (.002) -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Unit value at end of year......... $ 1.399 $ 1.361 $ 1.333 $ 1.292 $ 1.275 $ 1.271 $ 1.258 $ 1.218
======= ======= ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase in unit value........ $ .04 $ .03 $ .04 $ .02 $ -- $ .01 $ .04 $ .07
Ratio of operating expenses to
average net assets****.......... 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.41%**
Ratio of net investment income to
average net assets****.......... 2.77% 2.47% 3.17% 1.45% .39% 1.12% 3.07% 5.89%
Number of units outstanding at end
of year (thousands)............. 47,262 54,565 -- 216,713 353,374 173,359 439,527 369,769

<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income........... $ .102 $ .078
Operating expenses................ .017 .016
------- -------
Net investment income............. .085 .062
Unit value at beginning of year... 1.064 1.002
Net realized and change in
unrealized gains (losses)***.... -- --
------- -------
Unit value at end of year......... $ 1.149 $ 1.064
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase in unit value........ $ .09 $ .06
Ratio of operating expenses to
average net assets****.......... 1.57% 1.57%
Ratio of net investment income to
average net assets****.......... 7.63% 6.51%
Number of units outstanding at end
of year (thousands)............. 360,074 356,969
</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.

B-8
<PAGE> 62

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

THE TRAVELERS TIMED AGGRESSIVE STOCK 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 reports on the per unit data for each of
the five years in the period ended December 31, 1997 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>
1997 1996 1995 1994 1993 1992 1991 1990+
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income........... $ .063 $ .041 $ .042 $ .036 $ .037 $ .041 $ .044 $ .045
Operating expenses................ .085 .069** .057** .049** .048** .043** .039** .073**
-------- -------- ------- ------- ------- ------- ------- -------
Net investment income (loss)...... (.022) (.028) (.015) (.013) (.011) (.002) .005 (.028)
Unit Value at beginning of year... 2.623 2.253 1.706 1.838 1.624 1.495 1.136 1.189
Net realized and unrealized gains
(losses)........................ .788 .398 .562 (.119) .225 .131 .354 (.025)
-------- -------- ------- ------- ------- ------- ------- -------
Unit Value at end of year......... $ 3.389 $ 2.623 $ 2.253 $ 1.706 $ 1.838 $ 1.624 $ 1.495 $ 1.136
======== ======== ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ .77 $ .37 $ .55 $ (.13) $ .21 $ (.13) $ .36 $ (.05)
Ratio of operating expenses to
average net assets*............. 2.85%** 2.84%** 2.83%** 2.80%** 2.82%** 2.93%** 2.99%** 2.64%**
Ratio of net investment income to
average net assets*............. (.76)% (1.13)% (.74)% (.72)% (.80)% (.12)% .37% (3.73)%
Number of units outstanding at end
of year (thousands)............. 25,865 30,167 45,575 25,109 43,059 20,225 19,565 5,585
Portfolio turnover rate........... 92% 98% 113% 142% 71% 269% 261% 0%
Average commission rate paid ++... $ .052 $ .047 -- -- -- -- -- --

<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income........... $ .052 $ .008
Operating expenses................ .051 .015
------- -------
Net investment income (loss)...... .001 (.007)
Unit Value at beginning of year... 1.059 1.001
Net realized and unrealized gains
(losses)........................ .129 .065
------- -------
Unit Value at end of year......... $ 1.189 $ 1.059
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ .13 $ .06
Ratio of operating expenses to
average net assets*............. 1.95% 1.95%
Ratio of net investment income to
average net assets*............. .91% (.88)%
Number of units outstanding at end
of year (thousands)............. -- --
Portfolio turnover rate........... 77% 127%
Average commission rate paid ++... -- --
</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.
++ 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.

B-9
<PAGE> 63

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

THE TRAVELERS TIMED BOND 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 reports on the per unit data for each of
the five years in the period ended December 31, 1997 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.

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income........... $ .025 $ .033 $ .071 $ .007 $ .054 $ .051 $ .052 $ .072
Operating expenses................ .011 .015** .031** .006** .036** .032** .031** .018**
------- ------- ------- ------- ------- ------- ------- -------
Net investment income............. .014 .018 .040 .001 .018 .019 .021 .054
Unit Value at beginning of year... 1.232 1.383 1.215 1.234 1.132 1.087 .994 1.036
Net realized and change in
unrealized gains (losses)....... .027 (.169) .128 (.020) .084 .026 .072 (.096)
------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year......... $ 1.273 $ 1.232 $ 1.383 $ 1.215 $ 1.234 $ 1.132 $ 1.087 $ .994
======= ======= ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ .04 $ (.15) $ .17 $ (.02) $ .10 $ .05 $ .09 $ (.04)
Ratio of operating expenses to
average net assets*............. 3.00%** 3.00%** 3.00%** 3.00%** 3.00%** 2.99%** 3.00%** 2.58%**
Ratio of net investment income to
average net assets*............. 3.64% 3.48% 3.98% 1.02% 1.48% 1.71% 3.07% 3.88%
Number of units outstanding at end
of year (thousands)............. -- -- 11,466 -- 20,207 21,868 19,521 14,115
Portfolio turnover rate........... 129% 153% 117% -- 190% 505% 627% 370%

<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income........... $ .147 $ .141
Operating expenses................ .023 .022
------- -------
Net investment income............. .124 .119
Unit Value at beginning of year... 1.114 1.000
Net realized and change in
unrealized gains (losses)....... (.202) (.005)
------- -------
Unit Value at end of year......... $ 1.036 $ 1.114
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ (.08) $ .11
Ratio of operating expenses to
average net assets*............. 2.02% 2.04%
Ratio of net investment income to
average net assets*............. 11.15% 11.12%
Number of units outstanding at end
of year (thousands)............. 660 830
Portfolio turnover rate........... 10% 26%
</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.

B-10
<PAGE> 64

APPENDIX C

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

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

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

Description of The Travelers Insurance Company 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 and Subadvisory Fees

TIMCO
TAMIC

Valuation of Assets

Net Investment Factor

Federal Tax Considerations

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, 1998 (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:

C-1
<PAGE> 65

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. 5-98
<PAGE> 66
- -------------------------------------------------------------------------------

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: 860-277-0111

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, 1998 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 800-842-9368. 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, 1998.
<PAGE> 67
TABLE OF CONTENTS

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

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

FEE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii

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 and Sub-Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . 6
Mortality and Expense Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Change of Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

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 . . . . . 9
Suspension of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Required Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Federal and State Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . 10

ACCUMULATION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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

i
<PAGE> 68
<TABLE>
<S> <C>
Reinvestment Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Transfer Between Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Distribution from One Account to Another Account . . . . . . . . . . . . . . . . . . . . . 12

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

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Separate Account Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Determination of First Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Annuity Unit Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Number of Annuity Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Determination of Second and Subsequent Payments . . . . . . . . . . . . . . . . . . . . . 13
Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Income Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Election of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

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

General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Qualified Pension and Profit-Sharing Plans . . . . . . . . . . . . . . . . . . . . . . . 15
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Tax Advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . 17

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

YEAR 2000 REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

LEGAL PROCEEDINGS AND OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

APPENDIX A - Contents of the Statement of Additional Information . . . . . . . . . . . . . . . 19
</TABLE>

ii
<PAGE> 69
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.

PARTICIPANT'S INTEREST: the Cash Value to which the Participant is entitled
under the Plan.

iii
<PAGE> 70
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.

iv
<PAGE> 71
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.

INVESTMENT ADVISORY SERVICES
The Travelers Asset Management International Corporation ("TAMIC")
furnishes investment management and advisory services to Accounts QB and GIS
according to the terms of written agreements. TAMIC receives an amount
equivalent on an annual basis to 0.3233% of the average daily net assets of
Account QB. TAMIC receives an amount equivalent on an annual basis to a
maximum of 0.65% of the aggregate average daily net assets of Account GIS,
scaling down to 0.40%.

In addition, Travelers Investment Management Company ("TIMCO")
provides sub-advisory services in connection with the day to day operations of
Account GIS. For furnishing investment sub-advisory services to Account GIS,
TIMCO is paid by TAMIC an amount equivalent on an annual basis to a maximum of
0.45% of the aggregate average daily net assets of Account GIS, scaling down to
0.20%. (See "Management," and "Investment Advisory Fees.")

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.")

v
<PAGE> 72
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.")

For investment advisory services rendered to Account GIS, TAMIC will
receive an amount equivalent on an annual basis to the following:

For furnishing investment Sub-Advisory Services to Account GIS, TIMCO
is paid by TAMIC an amount equivalent on an annual basis to a maximum of 0.45%
of the aggregate average daily net assets of Account GIS, scaling down to
0.40%.

vi
<PAGE> 73

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.62%* 0.32%

TOTAL ANNUAL EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.62% 1.32%
</TABLE>

* Based upon Management Fee Scale approved by Shareholders on April 27, 1998.

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 $ 57 $ 54
3 years $ 93 $ 84
5 years $ 131 $ 116
10 years $ 212 $ 179
</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 $ 36 $ 34
3 years $ 71 $ 62
5 years $ 108 $ 93
10 years $ 212 $ 179
</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.

vii
<PAGE> 74
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, 1997 is contained in
the Separate Account's Annual Report which should be read along with this
information and which is incorporated by refeence 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 1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . . . $ .228 $ .212 $ .205 $ .189 $ .184
Operating expenses . . . . . . . . . . . . . . . . . . . . . . .228 .175 .140 .115 .106
------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . . . .000 .037 .065 .074 .078
Unit Value at beginning of year . . . . . . . . . . . . . . . 11.371 9.369 6.917 7.007 6.507
Net realized and change in unrealized gains (losses) . . . . 3.584 1.965 2.387 (.164) .422
------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . . . $14.955 $11.371 $ 9.369 $ 6.917 $ 7.007
======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . . . $ 3.58 $ 2.00 2.45 (.09) .50
Ratio of operating expenses to average net assets . . . . . . 1.70% 1.70% 1.70% 1.65% 1.57%
Ratio of net investment income to average net assets . . . . .00% .36% .79% 1.05% 1.15%
Number of units outstanding at end of year (thousands) . . . 29,545 27,578 26,688 26,692 28,497
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . 64% 85% 96% 103% 81%
Average Commission Rate Paid* . . . . . . . . . . . . . . . . $ .051 $ .047 --- -- --

CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Total investment income . . . . . . . . . . . . . . . . . . . $ .233 .216 .208 $ .192 $ .189
Operating expenses . . . . . . . . . . . . . . . . . . . . . . .201 .154 .123 .100 .092
------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . . . .032 .062 .085 .092 .097
Unit Value at beginning of year . . . . . . . . . . . . . . . 11.763 9.668 7.120 7.194 6.664
Net realized and change in unrealized gains (losses) . . . . 3.715 2.033 2.463 (.166) .433
------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . . . $15.510 $11.763 $ 9.668 $ 7.120 $ 7.194
======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . . . $ 3.75 $ 2.10 2.55 (.07) .53
Ratio of operating expenses to average net assets . . . . . . 1.45% 1.45% 1.45% 1.41% 1.33%
Ratio of net investment income to average net assets . . . . .24% .60% 1.02% 1.30% 1.40%
Number of units outstanding at end of year (thousands) . . . 15,194 16,554 17,896 19,557 21,841
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . 64% 85% 96% 103% 81%
Average Commission Rate Paid* . . . . . . . . . . . . . . . . $ .051 $ .047 -- -- --

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

SELECTED PER UNIT DATA 1992 1991 1990 1989 1988
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . . . $ .188 $ .198 $ .192 $ .191 $ .168
Operating expenses . . . . . . . . . . . . . . . . . . . . . . .098 .091 .079 .095 .071
------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . . . .090 .107 .113 .096 .097
Unit Value at beginning of year . . . . . . . . . . . . . . . 6.447 5.048 5.295 4.191 3.601
Net realized and change in unrealized gains (losses) . . . . (.030) 1.292 (.360) 1.008 .493
------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . . . $ 6.507 $ 6.447 $ 5.048 $ 5.295 $ 4.191
======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . . . .06 1.40 (.25) 1.10 .59
Ratio of operating expenses to average net assets . . . . . . 1.58% 1.58% 1.57% 1.58% 1.58%
Ratio of net investment income to average net assets . . . . 1.43% 1.86% 2.25% 2.33% 2.60%
Number of units outstanding at end of year (thousands) . . . 29,661 26,235 19,634 15,707 12,173
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . 189% 319% 54% 27% 38%
Average Commission Rate Paid* . . . . . . . . . . . . . . . . -- -- -- -- --

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

SELECTED PER UNIT DATA 1992 1991 1990 1989 1988
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . . . $ .192 $ .201 $ .199 $ .191 $ .168
Operating expenses . . . . . . . . . . . . . . . . . . . . . . .085 .077 .069 .066 .053
------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . . . .107 .124 .130 .125 .115
Unit Value at beginning of year . . . . . . . . . . . . . . . 6.587 5.145 5.383 4.250 3.642
Net realized and change in unrealized gains (losses) . . . . (.030) 1.318 (.368) 1.008 .493
------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . . . $ 6.664 $ 6.587 $ 5.145 $ 5.383 $ 4.250
======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . . . .08 1.44 (.24) 1.13 .61
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 . . . . 1.67% 2.11% 2.50% 2.56% 2.85%
Number of units outstanding at end of year (thousands) . . . 22,516 24,868 28,053 31,326 35,633
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . 189% 319% 54% 27% 38%
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.

C-1
<PAGE> 75
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 five years in the period ended December 31, 1997 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.

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

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993
-------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . $ .342 $ .368 $ .319 $ .310 $ .299
Operating expenses . . . . . . . . . . . . . . . . . . . . .082 .078 .073 .069 .067
--------- --------- --------- --------- --------- -
Net investment income . . . . . . . . . . . . . . . . . . .260 .290 .246 .241 .232
Unit Value at beginning of year . . . . . . . . . . . . . 5.060 4.894 4.274 4.381 4.052
Net realized and change in unrealized gains (losses) . .073 (.124) .374 (.348) .097
--------- -------- --------- -------- --------- -
Unit Value at end of year . . . . . . . . . . . . . . . . . $ 5.393 $ 5.060 $ 4.894 $ 4.274 $ 4.381
====== ====== ====== ====== ======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . $ .33 $ .17 .62 (.11) .33
Ratio of operating expenses to average net assets . . . . 1.57% 1.57% 1.57% 1.57% 1.57%
Ratio of net investment income to average net assets . . 5.00% 5.87% 5.29% 5.62% 5.41%
Number of units outstanding at end of year (thousands) . 21,521 24,804 27,066 27,033 28,472
Portfolio turnover rate . . . . . . . . . . . . . . . . . 196% 176% 138% 27% 24%

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

SELECTED PER UNIT DATA 1992 * 1991 1990 1989 1988
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . $ .311 $ .299 $ .277 $ .270 $ .259
Operating expenses . . . . . . . . . . . . . . . . . . . . .061 .056 .048 .047 .046
-------- --------- --------- --------- ---------
Net investment income . . . . . . . . . . . . . . . . . . .250 .243 .229 .223 .213
Unit Value at beginning of year . . . . . . . . . . . . . 3.799 3.357 3.129 2.852 2.697
Net realized and change in unrealized gains (losses) . .003 .199 (.001) .054 (.058)
-------- --------- -------- --------- ---------
Unit Value at end of year . . . . . . . . . . . . . . . . . $ 4.052 $ 3.799 $ 3.357 $ 3.129 $ 2.852
====== ====== ====== ====== ======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . .25 .44 .23 .28 .16
Ratio of operating expenses to average net assets . . . . 1.58% 1.57% 1.57% 1.57% 1.58%
Ratio of net investment income to average net assets . . 6.38% 6.84% 7.06% 7.44% 7.67%
Number of units outstanding at end of year (thousands) . 20,250 17,211 14,245 13,135 9,457
Portfolio turnover rate . . . . . . . . . . . . . . . . . 23% 21% 41% 33% 17%

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

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993
------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . $ .353 $ .379 $ .328 $ .318 $ .306
Operating expenses . . . . . . . . . . . . . . . . . . . . .071 .067 .063 .059 .058
--------- --------- --------- --------- ---------
Net investment income . . . . . . . . . . . . . . . . . . .282 .312 .265 .259 .248
Unit Value at beginning of year . . . . . . . . . . . . . 5.234 5.050 4.400 4.498 4.150
Net realized and change in unrealized gains (losses) . . . .077 (.128) .385 (.357) .100
--------- --------- --------- --------- ---------
Unit Value at end of year . . . . . . . . . . . . . . . . $ 5.593 $5.234 $ 5.050 $ 4.400 $ 4.498
====== ===== ====== ====== ======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . $ .36 $ .18 .65 (.10) .35
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 . . . 5.25% 6.12% 5.54% 5.87% 5.66%
Number of units outstanding at end of year (thousands) . 7,683 8,549 9,325 10,694 12,489
Portfolio turnover rate . . . . . . . . . . . . . . . . . 196% 176% 138% 27% 24%

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

SELECTED PER UNIT DATA 1992 * 1991 1990 1989 1988
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . $ .317 $ .304 $ .281 $ .270 $ .259
Operating expenses . . . . . . . . . . . . . . . . . . . . .050 .048 .040 .035 .037
-------- --------- --------- --------- ---------
Net investment income . . . . . . . . . . . . . . . . . . .267 .256 .241 .235 .222
Unit Value at beginning of year . . . . . . . . . . . . . 3.880 3.421 3.181 2.892 2.728
Net realized and change in unrealized gains (losses) . . . .003 .203 (.001) .054 (.058)
-------- -------- -------- --------- ---------
Unit Value at end of year . . . . . . . . . . . . . . . . $ 4.150 $ 3.880 $ 3.421 $ 3.181 $ 2.892
====== ====== ====== ====== ======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . .27 .46 .24 29 .16
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 . . . 6.61% 7.09% 7.31% 7.60% 7.82%
Number of units outstanding at end of year (thousands) . 13,416 14,629 16,341 18,248 21,124
Portfolio turnover rate . . . . . . . . . . . . . . . . . 23% 21% 41% 33% 17%
</TABLE>

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

C-2
<PAGE> 76
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

1
<PAGE> 77
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;

2
<PAGE> 78
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 invest in short-term money market
instruments and other securities maturing no later than the scheduled
settlement date.

3
<PAGE> 79
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.

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 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
<PAGE> 80
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, Travelers Asset Management International Corporation ("TAMIC")
furnishes investment management and advisory services to Account GIS and
Account QB. The Travelers Investment Management Company ("TIMCO") provides
sub-advisory services in connection with the day-to-day operations of Account
GIS, pursuant to a written agreement with TAMIC. 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.

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.

5
<PAGE> 81
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.

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.

INVESTMENT ADVISORY AND SUB-ADVISORY FEES

TAMIC furnishes investment management and advisory services to Account
GIS and Account QB, respectively, according to the terms of written agreements.

6
<PAGE> 82
TAMIC receives an amount equivalent on an annual basis to 0.3233% of
the average daily net assets of Account QB. For investment advisory services
rendered to Account GIS, TAMIC receives an amount equivalent to the following:

<TABLE>
<CAPTION>
Annual Aggregate Net Asset
------ -------------------
Management Fee Value of the Account
--------------- --------------------
<S> <C> <C>
0.65% of the first $ 500,000,000, plus
0.55% of the next $ 500,000,000, plus
0.50% of the next $ 500,000,000, plus
0.45% of the next $ 500,000,000, plus
0.40% of amounts over $2,000,000,000
</TABLE>

The advisory fees will be deducted on each valuation date.

TIMCO furnishes sub-advisory services to Account GIS pursuant to a
written agreement with TAMIC.

For furnishing investment Sub-Advisory Services to Account GIS, TIMCO
is paid by TAMIC an amount equivalent on an annual basis to the following:

<TABLE>
<CAPTION>
Annual Aggregate Net Asset
------ -------------------
Sub-Advisory Fee Value of the Account
---------------- --------------------
<S> <C> <C>
0.45% of the first $ 700,000,000, plus
0.275% of the next $ 300,000,000, plus
0.25% of the next $ 500,000,000, plus
0.225% of the next $ 500,000,000, plus
0.20% of amounts over $2,000,000,000
</TABLE>

These fees are calculated daily and paid monthly.

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

7
<PAGE> 83
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.

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

8
<PAGE> 84
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

(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.

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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."

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.

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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.")

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

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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.

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.

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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.

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.

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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 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

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Option will generally be inappropriate under federal tax law for periods that
exceed the Participant's attainment of age 70 1/2.

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 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

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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

(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,
1998, a recipient receiving periodic payments (e.g., monthly or
annual payments under an Annuity Option) which total $15,200 or
less per year, will generally be exempt from the withholding
requirements.

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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 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 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.

17
<PAGE> 93
YEAR 2000 REQUIREMENTS

Generally, computer programs were designed without considering the
impact of the upcoming change in the century. As a result, software and
computer systems may need to be upgraded or replaced in order to comply with
"Year 2000" requirements. If not corrected, these computer applications could
fail or create erroneous results by or at the Year 2000. The business,
financial condition, and results of operations of a company could be materially
and adversely affected by the failure of its systems and applications (or those
either provided or operated by third-parties) to properly operate or manage
dates beyond the year 1999.

The Company has investigated the nature and extent of the work
required for our computer systems to process beyond the turn of the century,
and has made progress toward achieving this goal, including upgrading and/or
replacing existing systems. We are confirming with our service providers that
they are also in the process of replacing or modifying their systems with the
same goal. We expect that our principal systems will be Year 2000 compliant by
early 1999. While these efforts involve substantial costs, we closely monitor
associated costs and continue to evaluate associated risks based on actual
expenses. While it is likely that these efforts will be successful, if
necessary modifications and conversions are not completed in a timely manner,
the Year 2000 requirements could have a material adverse effect on certain
operations of the Company.

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the Separate
Accounts, the Principal Underwriter or the Company.

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 Company.

18
<PAGE> 94
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 and Subadvisory Fees
TAMIC
TIMCO
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, 1998 (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:
-------------------------------------------------------------------

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

19
<PAGE> 95

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. 5-98
Printed in U.S.A.
<PAGE> 96

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

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: 860-277-0111

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, 1998
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 800-842-9368. The Table of Contents of the SAI appears
in Appendix A of this Prospectus.

THE DATE OF THIS PROSPECTUS IS MAY 1, 1998.
<PAGE> 97
TABLE OF CONTENTS

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

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

FEE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

CHARGES AND DEDUCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Deductions from Purchase Payments . . . . . . . . . . . . . . . . . . . . . 6
Premium Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Minimum Death Benefit and Minimum Accumulated Value Benefit Charge . . . . 6
Insurance Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Investment Advisory and Sub-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 . . . . . . . . . . . . . . . . . 9

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 . 11
Right to Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Transfer Between Separate Accounts . . . . . . . . . . . . . . . . . . . . 11

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

i
<PAGE> 98
<TABLE>
<S> <C>
Determination of First Payment . . . . . . . . . . . . . . . . . . . . . . 12
Annuity Unit Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Number of Annuity Units . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Determination of Second and Subsequent Payments . . . . . . . . . . . . . . 12
Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Income Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Election of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 15
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Nonqualified Annuities . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . 15
Tax Advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

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

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

YEAR 2000 REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

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

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

ii
<PAGE> 99
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> 100
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.

iv
<PAGE> 101
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.

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 pay principal and interest.

INVESTMENT ADVISORY SERVICES

Travelers Asset Management International Corporation ("TAMIC") furnishes such
services to Account QB and Account GIS, according to the terms of written
agreements. TAMIC receives an amount equivalent on an annual basis to 0.3233%
of the average daily net asset value of Account QB. TAMIC receives an amount
equivalent on an annual basis to a maximum of 0.65% of the aggregate average
daily net assets of Account GIS, scaling down to 0.40%. In addition, Travelers
Investment Management Company ("TIMCO") provides sub-advisory services in
connection with the day-to-day operations of Account GIS. For furnishing
investment sub-advisory services to Account GIS, TIMCO is paid by TAMIC an
amount equivalent on an annual basis to a maximum of 0.45% of the aggregate
average daily net assets of Account GIS, scaling down to 0.20%. (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.

v
<PAGE> 102
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.")

vi
<PAGE> 103
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 0.62%** 0.32%
TOTAL ANNUAL EXPENSES 1.62% 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 $ 56 $ 53

3 years $ 89 $ 80

5 years $ 125 $ 110

10 years $ 224 $ 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.

** Based upon Management Fee Scale as approved by Shareholders on April
27, 1998.

vii
<PAGE> 104

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, 1997 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 also contained in the SAI.

CONTRACTS ISSUED ON OR AFTER MAY 16, 1983.

<TABLE>
<CAPTION>
SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . $ .228 $ .212 $ .205 $ .189 $ .184 $ .188 $ .198 $ .192 $ .191 $ .168
Operating expenses . . . . . . . . .228 .175 .140 .115 .106 .098 .091 .079 .095 .071
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net investment income . . . . . . .000 .037 .065 .074 .078 .090 .107 .113 .096 .097
Unit Value at beginning of year . 11.371 9.369 6.917 7.007 6.507 6.447 5.048 5.295 4.191 3.601
Net realized and change in unrealized
gains (losses) . . . . . . . . . 3.584 1.965 2.387 (.164) .422 (.030) 1.292 (.360) 1.008 .493
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year . . . . $14.955 $11.371 $ 9.369 $ 6.917 $ 7.007 $ 6.507 $ 6.447 $ 5.048 $ 5.295 $ 4.191
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit
value . . . . . . . . . . . . . . $ 3.58 $ 2.00 2.45 (.09) .50 .06 1.40 (.25) 1.10 .59
Ratio of operating expenses to
average net assets . . . . . . . 1.70% 1.70% 1.70% 1.65% 1.57% 1.58% 1.58% 1.57% 1.58% 1.58%
Ratio of net investment income
to average net assets . . . . . . .00% .36% .79% 1.05% 1.15% 1.43% 1.86% 2.25% 2.33% 2.60%
Number of units outstanding
at end of year (thousands) . . . 29,545 27,578 26,688 26,692 28,497 29,661 26,235 19,634 15,707 12,173
Portfolio turnover rate . . . . . 64% 85% 96% 103% 81% 189% 319% 54% 27% 38%
Average Commission Rate Paid* . . $ .051 $ .047 --- -- -- -- -- -- -- --
</TABLE>

CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

<TABLE>
<CAPTION>
SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . $ .233 .216 .208 $ .192 $ .189 $ .192 $ .201 $ .199 $ .191 $ .168
Operating expenses . . . . . . . . .201 .154 .123 .100 .092 .085 .077 .069 .066 .053
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net investment income . . . . . . .032 .062 .085 .092 .097 .107 .124 .130 .125 .115
Unit Value at beginning of year . 11.763 9.668 7.120 7.194 6.664 6.587 5.145 5.383 4.250 3.642
Net realized and change in
unrealized gains (losses) . . . . 3.715 2.033 2.463 (.166) .433 (.030) 1.318 (.368) 1.008 .493
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year . . . . $15.510 $11.763 $ 9.668 $ 7.120 $ 7.194 $ 6.664 $ 6.587 $ 5.145 $ 5.383 $ 4.250
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit
value . . . . . . . . . . . . . . $ 3.75 $ 2.10 2.55 (.07) .53 .08 1.44 (.24) 1.13 .61
Ratio of operating expenses to
average net assets . . . . . . . 1.45% 1.45% 1.45% 1.41% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income
to average net assets . . . . . . .24% .60% 1.02% 1.30% 1.40% 1.67% 2.11% 2.50% 2.56% 2.85%
Number of units outstanding at
end of year (thousands) . . . . . 15,194 16,554 17,896 19,557 21,841 22,516 24,868 28,053 31,326 35,633
Portfolio turnover rate . . . . . 64% 85% 96% 103% 81% 189% 319% 54% 27% 38%
Average Commission Rate Paid* . . $ .051 $ .047 -- -- -- -- -- -- -- --
</TABLE>

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<PAGE> 105

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 five years in the period ended December 31, 1997 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 1997 1996 1995 1994 1993 1992 * 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . $ .342 $ .368 $ .319 $ .310 $ .299 $ .311 $ .299 $ .277 $ .270 $ .259
Operating expenses . . . . . . . . .082 .078 .073 .069 .067 .061 .056 .048 .047 .046
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net investment income . . . . . . .260 .290 .246 .241 .232 .250 .243 .229 .223 .213
Unit Value at beginning of year . 5.060 4.894 4.274 4.381 4.052 3.799 3.357 3.129 2.852 2.697
Net realized and change in
unrealized gains (losses) . . . . .073 (.124) .374 (.348) .097 .003 .199 (.001) .054 (.058)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year . . . . $ 5.393 $ 5.060 $ 4.894 $ 4.274 $ 4.381 $ 4.052 $ 3.799 $ 3.357 $ 3.129 $ 2.852
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in
unit value . . . . . . . . . . . $ .33 $ .17 .62 (.11) .33 .25 .44 .23 .28 .16
Ratio of operating expenses to
average net assets . . . . . . . 1.57% 1.57% 1.57% 1.57% 1.57% 1.58% 1.57% 1.57% 1.57% 1.58%
Ratio of net investment income
to average net assets . . . . . . 5.00% 5.87% 5.29% 5.62% 5.41% 6.38% 6.84% 7.06% 7.44% 7.67%
Number of units outstanding at
end of year (thousands) . . . . . 21,521 24,804 27,066 27,033 28,472 20,250 17,211 14,245 13,135 9,457
Portfolio turnover rate . . . . . 196% 176% 138% 27% 24% 23% 21% 41% 33% 17%
</TABLE>

CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

<TABLE>
<CAPTION>
SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992 * 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . $ .353 $ .379 $ .328 $ .318 $ .306 $ .317 $ .304 $ .281 $ .270 $ .259
Operating expenses . . . . . . . . .071 .067 .063 .059 .058 .050 .048 .040 .035 .037
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net investment income . . . . . . .282 .312 .265 .259 .248 .267 .256 .241 .235 .222
Unit Value at beginning of year . 5.234 5.050 4.400 4.498 4.150 3.880 3.421 3.181 2.892 2.728
Net realized and change in
unrealized gains (losses) . . . . .077 (.128) .385 (.357) .100 .003 .203 (.001) .054 (.058)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year . . . . $ 5.593 $ 5.234 $ 5.050 $ 4.400 $ 4.498 $ 4.150 $ 3.880 $ 3.421 $ 3.181 $ 2.892
======= ======= ======= ======= ======= ======= ======= ======= ======= =======

SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in
unit value . . . . . . . . . . . $ .36 $ .18 .65 (.10) .35 .27 .46 .24 29 .16
Ratio of operating expenses
to average net assets . . . . . . 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income
to average net assets . . . . . . 5.25% 6.12% 5.54% 5.87% 5.66% 6.61% 7.09% 7.31% 7.60% 7.82%
Number of units outstanding
at end of year (thousands) . . . 7,683 8,549 9,325 10,694 12,489 13,416 14,629 16,341 18,248 21,124
Portfolio turnover rate . . . . . 196% 176% 138% 27% 24% 23% 21% 41% 33% 17%
</TABLE>

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

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<PAGE> 106
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> 107
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.

2
<PAGE> 108
FUNDAMENTAL INVESTMENT POLICIES