TRAVELERS GROWTH & INCOME STOCK ACCT FOR VARIABLE ANNUITIES, 485APOS, 1998-02-27

TRAVELERS GROWTH & INCOME STOCK ACCT FOR VARIABLE ANNUITIES
485APOS, 1998-02-27

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<PAGE> 1
Registration Statement No. 2-27330
811-1539

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 69

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 69

THE TRAVELERS GROWTH AND INCOME STOCK 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) (Zip Code)

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

ERNEST J. WRIGHT
Secretary to the Board of Managers
The Travelers Growth and Income Stock
Account for Variable Annuities
One Tower Square
Hartford, Connecticut 06183
----------------------------
(Name and Address of Agent for Service)

---------------------------------------------------
Approximate Date of Proposed Public Offering:

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

immediately upon filing pursuant to paragraph (b) of Rule 485.
- ------
on ___________ pursuant to paragraph (b) of Rule 485.
- ------
60 days after filing pursuant to paragraph (a)(1) of Rule 485.
- ------
X on May 1, 1998 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 GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES

Cross-Reference Sheet

Form N-3
<TABLE>
<CAPTION>
ITEM
NO. CAPTION IN PROSPECTUS
- --- ---------------------
<S> <C> <C>
1. Cover Page The Travelers Growth and Income Stock
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 Growth and Income
Stock 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
</TABLE>

<TABLE>
<CAPTION>
CAPTION IN STATEMENT OF ADDITIONAL
INFORMATION
---------------------------------------
<S> <C> <C>
16. Cover Page The Travelers Growth and Income Stock
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, earnings on the amounts you contribute (tax-deferred)
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 that are fixed (i.e., the dollar amount will not vary) or payments that
fluctuate based on the performance of 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 (a life annuity
assumes you are both the owner and the annuitant) with no refund which means
that no further payments are made upon your death; Option 2 -- payments for your
life (a life annuity) for a certain number of months as you select (such as 120,
180 or 240) with an added guarantee that payments will continue should you die
during that period; Option 3 -- payments for your life (life annuity) with a
cash refund with the guarantee that, upon your death, your beneficiary will
receive the balance as a lump sum payment; Option 4 -- payments under a 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
<PAGE> 5

$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.

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

Travelers Growth and Income Stock Account
Travelers Quality Bond Account
Travelers Money Market Account
Fund U:
American Odyssey Global High Yield Bond Fund
American Odyssey Intermediate-Term Bond Fund
U.S. Government Securities Portfolio
Templeton Bond Fund (Class 1)
American Odyssey Long-Term Bond Fund
Putnam Diversified Income Portfolio
High Yield Bond Trust
Smith Barney High Income Portfolio
Fidelity VIP High Income Portfolio
Utilities Portfolio
Fidelity VIP Equity-Income Portfolio
Smith Barney Income and Growth
Portfolio
Dreyfus Stock Index Fund
Social Awareness Stock Portfolio
American Odyssey Core Equity Fund
Templeton Stock Fund (Class 1)
Alliance Growth Portfolio
Fidelity VIP Growth Portfolio
Capital Appreciation Fund
(Sub-adviser: Janus)
Fund U (continued):
American Odyssey Emerging Opportunities
Fund
Smith Barney International Equity Portfolio
American Odyssey International Equity Fund
Managed Assets Trust
MFS Total Return Portfolio
Fidelity VIP II Asset Manager Portfolio
Templeton Asset Allocation Fund (Class 1)
Travelers Convertible Bond Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable General Bond Fund
MFS Research Portfolio
MFS Mid Cap Growth Portfolio
Dreyfus Small Cap Portfolio
Dreyfus Capital Appreciation Portfolio
Delaware Real Estate Fund
Travelers Mid Cap Disciplined Equity Fund
Travelers Disciplined Small Cap Fund
Travelers Timed Growth and Income Stock
Account
Travelers Timed Short-Term Bond Account
Travelers Timed Aggressive Stock Account
Travelers Timed Bond Account

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 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

ii
<PAGE> 6

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 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>
EXAMPLES:
TOTAL TOTAL ANNUAL EXPENSES
TOTAL ANNUAL FUNDING OPTION TOTAL ANNUAL AT END OF:
PORTFOLIO NAME INSURANCE CHARGE EXPENSES CHARGES 1 YEAR 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alliance Growth Portfolio....
American Odyssey Core Equity
Fund.......................
American Odyssey Emerging
Opportunities Fund.........
American Odyssey
International Equity
Fund.......................
American Odyssey Global High
Yield Bond Fund............
American Odyssey
Intermediate-Term Bond
Fund.......................
American Odyssey Long-Term
Bond Fund..................
Capital Appreciation Fund
(Sub-adviser: Janus).......
Dreyfus Stock Index Fund.....
Fidelity VIP High Income
Portfolio..................
Fidelity VIP II Asset Manager
Portfolio..................
Fidelity VIP Equity-Income
Portfolio..................
Fidelity VIP Growth
Portfolio..................
MFS Total Return Portfolio...
Putnam Diversified Income
Portfolio..................
Smith Barney High Income
Portfolio..................
Smith Barney Income and
Growth Portfolio...........
Smith Barney International
Equity Portfolio...........
Social Awareness Stock
Portfolio (Adviser: Smith
Barney)....................
Templeton Asset Allocation
Fund (Class 1).............
Templeton Bond Fund (Class
1).........................
Templeton Stock Fund (Class
1).........................
High Yield Bond Trust........
</TABLE>

iii
<PAGE> 7

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL TOTAL ANNUAL EXPENSES
TOTAL ANNUAL FUNDING OPTION TOTAL ANNUAL AT END OF:
PORTFOLIO NAME INSURANCE CHARGE EXPENSES CHARGES 1 YEAR 10 YEARS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Managed Assets Trust.........
U.S. Government Securities
Portfolio..................
Travelers Convertible Bond
Fund.......................
Salomon Brothers Variable
Investors Fund.............
Salomon Brothers Variable
General Bond Fund..........
MFS Research Portfolio.......
MFS Mid Cap Growth
Portfolio..................
Dreyfus Small Cap
Portfolio..................
Dreyfus Capital Appreciation
Portfolio..................
Delaware Real Estate Fund....
Travelers Mid Cap Disciplined
Equity Fund................
Travelers Disciplined Small
Cap Fund...................
Travelers Timed Growth and
Income Stock Account.......
Travelers Timed Short-Term
Bond Account...............
Travelers Timed Aggressive
Stock Account..............
Travelers Timed Bond
Account....................
Travelers Growth and Income
Stock Account..............
Travelers Quality Bond
Account....................
Travelers Money Market
Account....................
Utilities Portfolio (adviser:
Smith Barney)..............
</TABLE>

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

iv
<PAGE> 8

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 SINCE INCEPTION):

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PORTFOLIO
NAME 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Alliance
Growth
Portfolio... 27.60% 32.96%
American
Odyssey
Core
Equity
Fund...... 21.44% 36.66% -2.53%
20.19%* 35.41%* -3.78%*
American
Odyssey
Emerging
Opportunities
Fund...... -4.52% 30.42% 8.02%
-5.77%* 29.17%* 6.77%*
American
Odyssey
International
Equity Fund.. 20.19% 17.34% -8.42%
18.94%* 16.09%* -9.67%*
American
Odyssey
Global
High Yield
Bond
Fund...... 2.33% 9.30% -1.67%
1.08%* 8.05%* -2.92%*
American
Odyssey
Intermediate-Term
Bond
Fund...... 2.47% 13.41% -4.34%
1.22%* 12.16%* -5.59%*
American
Odyssey
Long-Term
Bond
Fund...... -0.13% 20.75% -7.22%
-1.38%* 19.50%* -8.47%*
Capital
Appreciation
Fund
(Sub-adviser:
Janus).... 26.44% 34.49% -6.25% 13.30% 15.81% 33.09% -7.42% 13.77% 8.37%
Dreyfus
Stock
Index
Fund...... 20.83% 34.90% -0.66% 7.63% 5.42% 27.94% -4.97%
Fidelity
VIP High
Income
Portfolio... 12.44% 18.93% -3.06% 18.67% 21.42% 33.11% -3.73% -5.63% 9.95%
Fidelity
VIP II
Asset
Manager
Portfolio... 13.01% 15.33% -7.55% 19.19% 10.12% 20.74% 5.11%
Fidelity
VIP
Equity-Income
Portfolio... 12.68% 33.23% 5.45% 16.46% 15.09% 29.51% -16.63% 15.62% 20.88%
Fidelity
VIP Growth
Portfolio.. 13.10% 33.51% -1.55% 17.54% 7.67% 43.41% -13.12% 29.62% 13.84%
MFS Mid Cap
Growth
Portfolio...
MFS
Research
Portfolio...
MFS Total
Return
Portfolio... 12.86% 23.96%
Putnam
Diversified
Income
Portfolio... 6.72% 15.74%
Smith
Barney
High
Income
Portfolio... 11.58% 16.30%
Smith
Barney
Income and
Growth
Portfolio... 18.14% 31.22%
Smith
Barney
International
Equity
Portfolio... 16.02% 9.68%
Social
Awareness
Stock
Portfolio
(Adv:
Smith
Barney)... 18.31% 31.56% -4.12% 5.84%
Templeton
Asset
Allocation
Fund
(Class
1)........ 17.21% 20.84% -4.46% 24.21% 6.32% 25.81% -9.41% 11.58%
Templeton
Bond Fund
(Class
1)........ 7.91% 13.31% -6.35% 9.74% 3.80% 14.13% 4.72% 6.05%
Templeton
Stock Fund
(Class
1)........ 20.73% 23.51% -3.71% 31.99% 5.39% 25.59% -12.40% 12.94%
Travelers
High Yield
Bond
Trust..... 14.43% 13.90% -2.78% 12.24% 11.38% 24.31% -10.17% -0.14% 12.88%
Travelers
Managed
Assets
Trust..... 12.19% 25.35% -3.76% 7.67% 3.47% 19.95% 0.94% 25.29% 7.56%
</TABLE>

v
<PAGE> 9

* Includes CHART fee of 1.25% annually.

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.

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.

vi
<PAGE> 10

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; Travelers Timed
Aggressive Stock Account; and Travelers Timed Bond 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)
842-8573 or:
Travelers Insurance Company
Annuity Services
One Tower Square
Hartford, CT 06183

vii
<PAGE> 11

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: The Travelers Growth and Income Stock Account for
Variable Annuities (Account GIS) -- common stock; The Travelers Quality Bond
Account for Variable Annuities (Account QB) -- intermediate-term bonds; The
Travelers Money Market Account for Variable Annuities (Account MM) -- money
market instruments (an investment in Account MM is neither insured nor
guaranteed by the U.S. Government); The Travelers Timed Growth and Income Stock
Account for Variable Annuities (Account TGIS) -- timed/common stock; The
Travelers Timed Short-Term Bond Account for Variable Annuities (Account TSB) --
timed/short-term bonds; The Travelers Timed Aggressive Stock Account for
Variable Annuities (Account TAS) -- timed/aggressive common stock; The Travelers
Timed Bond Account for Variable Annuities (Account TB) -- timed/U.S. Government
securities; or The Travelers Fund U for Variable Annuities (Fund U) and its
underlying funds as follows:

<TABLE>
- --------------------------------------------------------------------------------
<S> <C>
Capital Appreciation Fund Travelers Disciplined Small Cap Fund
High Yield Bond Trust Dreyfus Capital Appreciation Portfolio
Managed Assets Trust Dreyfus Small Cap Portfolio
U.S. Government Securities Portfolio Dreyfus Stock Index Fund
Social Awareness Stock Portfolio American Odyssey International Equity
Utilities Portfolio Fund
Templeton Bond Fund (Class 1) American Odyssey Emerging Opportunities
Templeton Stock Fund (Class 1) Fund
Templeton Asset Allocation Fund (Class 1) American Odyssey Core Equity Fund
Fidelity VIP High Income Portfolio American Odyssey Long-Term Bond Fund
Fidelity VIP Equity-Income Portfolio American Odyssey Intermediate-Term Bond
Fidelity VIP Growth Portfolio Fund
Fidelity VIP II Asset Manager Portfolio American Odyssey Global High Yield Bond
Delaware Real Estate Fund Fund
Salomon Brothers Variable General Smith Barney Income and Growth Portfolio
Bond Fund Alliance Growth Portfolio
Salomon Brothers Variable Investors Fund Smith Barney International Equity
Travelers Convertible Bond Fund Portfolio
Travelers Mid Cap Disciplined Equity Fund Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
MFS Total Return Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
</TABLE>

This prospectus sets forth the information that you should know before
investing. Please read it and retain it for future reference. Additional
information is contained in a Statement of Additional Information ("SAI") dated
May 1, 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, by calling
1-800-842-8573, 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> 12

TABLE OF CONTENTS

<TABLE>
<S> <C>
FEE TABLE....................................... 3
THE VARIABLE ANNUITY CONTRACT................... 8
PURCHASE PAYMENTS............................. 8
Application of Purchase Payments............ 8
Accumulation Units.......................... 9
THE FUNDING OPTIONS........................... 9
Fund U:..................................... 9
Managed Separate Accounts................... 9
TRANSFERS..................................... 9
Dollar-Cost Averaging (Automated
Transfers)................................ 9
Asset Allocation Advice..................... 10
MARKET TIMING SERVICES........................ 10
Market Timing Risks......................... 11
WITHDRAWALS AND REDEMPTIONS................... 11
Systematic Withdrawals...................... 12
DEATH BENEFIT................................. 12
CHARGES AND DEDUCTIONS........................ 12
Withdrawal Charge........................... 12
Free Withdrawal Allowance................... 14
Premium Tax................................. 14
Administrative Charge....................... 14
Mortality and Expense Risk Charge........... 14
Reduction or Elimination of Contract
Charges................................... 15
Investment Advisory Fees.................... 15
Market Timing Services Fees................. 16
THE ANNUITY PERIOD.............................. 16
Maturity Date............................... 16
Allocation of Annuity....................... 16
Determination of First Annuity Payment...... 16
Determination of Second and Subsequent
Annuity Payments.......................... 17
PAYOUT OPTIONS................................ 17
Election of Options......................... 17
Annuity Options............................. 17
Income Options.............................. 18
MISCELLANEOUS CONTRACT PROVISIONS............... 19
Termination of Contract or Account.......... 19
Distribution from One Account to Another
Account................................... 20
Required Reports............................ 20
Right to Return............................. 21
Change of Contract.......................... 21
Assignment.................................. 21
Suspension of Payments...................... 21
Voting Rights............................... 22
Fund U.................................... 22
Accounts GIS, QB, MM, TGIS, TSB, TAS and
TB...................................... 22
OTHER INFORMATION............................... 23
Distribution of Variable Annuity
Contracts................................. 23
Conformity with State and Federal Laws...... 23
Legal Proceedings and Opinions.............. 23
THE INSURANCE COMPANY AND SEPARATE ACCOUNTS..... 24
THE INSURANCE COMPANY......................... 24
THE SEPARATE ACCOUNTS......................... 24
Substitution of Investments................. 24
Investment Options Chart.................... 25
Managed Separate Accounts: Management and
Investment Advisory Services.............. 26
Performance Information..................... 27
FEDERAL TAX CONSIDERATIONS...................... 28
GENERAL TAXATION OF ANNUITIES................. 28
TYPES OF CONTRACTS: QUALIFIED OR
NONQUALIFIED................................ 28
Investor Control............................ 28
Mandatory Distributions for Qualified
Plans..................................... 29
Nonqualified Annuity Contracts.............. 29
Qualified Annuity Contracts................. 29
Penalty Tax for Premature Distributions..... 30
Diversification Requirements................ 30
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE
ANNUITIES (ACCOUNT GIS)....................... 30
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE
ANNUITIES
(ACCOUNT QB).................................. 32
THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE
ANNUITIES
(ACCOUNT MM).................................. 34
THE TRAVELERS TIMED GROWTH AND INCOME STOCK
ACCOUNT FOR
VARIABLE ANNUITIES (ACCOUNT TGIS)............. 36
THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT FOR
VARIABLE
ANNUITIES (ACCOUNT TSB)....................... 37
THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR
VARIABLE
ANNUITIES (ACCOUNT TAS)....................... 40
THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE
ANNUITIES
(ACCOUNT TB).................................. 42
APPENDIX A (CONDENSED FINANCIAL INFORMATION).... A-1
APPENDIX B...................................... B-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.............................. 8
Annuitant....................................... 14
Annuity Payments................................ 14
Annuity Unit.................................... 8
Cash Surrender Value............................ 10
Cash Value...................................... 7
Contract Date................................... 7
Contract Owner (You, Your or Owner)............. 7
Contract Year................................... 7
Funding Option(s)............................... 8
Income Payments................................. 17
Individual Account.............................. 7
Managed Separate Account........................ 8
Maturity Date................................... 14
Owner's Account................................. 7
Participant..................................... 7
Participant's Interest.......................... 7
Plan............................................ 7
Purchase Payment................................ 7
Underlying Funds................................ 8
Written Request................................. 7
</TABLE>

2
<PAGE> 13

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

The purpose of this Fee Table is to help individuals understand the various
costs and expenses that a contract owner or a participant will bear, directly or
indirectly, under the Contract. The information, except as noted, reflects
expenses of the managed separate accounts as well as Fund U and its underlying
funds for the fiscal year ending December 31, 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.

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 net assets of amounts allocated to the funding option)
</TABLE>

<TABLE>
<CAPTION>
MARKET
MANAGEMENT TIMING ANNUAL
MANAGED SEPARATE ACCOUNTS FEE FEE(1) EXPENSES(2)
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Travelers Growth and Income Stock Account (Account
GIS)............................................ 0.62%(3) -- 0.62%
Travelers Quality Bond Account (Account QB).......
Travelers Money Market Account (Account MM).......
Travelers Timed Growth and Income Stock Account
(Account TGIS)..................................
Travelers Timed Short-Term Bond Account (Account
TSB)............................................
Travelers Timed Aggressive Stock Account (Account
TAS)............................................
Travelers Timed Bond Account (Account TB).........
</TABLE>

<TABLE>
<CAPTION>
OTHER TOTAL
MANAGEMENT EXPENSES UNDERLYING
FEE (AFTER (AFTER FUND
UNDERLYING FUNDS REIMBURSEMENT) REIMBURSEMENT) EXPENSES
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital Appreciation Fund.........................
High Yield Bond Trust.............................
Managed Assets Trust..............................
U.S. Government Securities Portfolio..............
Social Awareness Stock Portfolio..................
Utilities Portfolio...............................
Templeton Bond Fund (Class 1).....................
Templeton Stock Fund (Class 1)....................
Templeton Asset Allocation Fund (Class 1).........
Fidelity VIP High Income Portfolio................
Fidelity VIP Equity-Income Portfolio..............
Fidelity VIP Growth Portfolio.....................
Fidelity VIP II Asset Manager Portfolio...........
Delaware Real Estate Fund.........................
Salomon Brothers Variable General Bond Fund.......
Salomon Brothers Variable Investors Fund..........
Travelers Convertible Bond Fund...................
Travelers Mid Cap Disciplined Equity Fund.........
Travelers Disciplined Small Cap Fund..............
</TABLE>

3
<PAGE> 14

<TABLE>
<CAPTION>
OTHER TOTAL
MANAGEMENT EXPENSES UNDERLYING
FEE (AFTER (AFTER FUND
UNDERLYING FUNDS REIMBURSEMENT) REIMBURSEMENT) EXPENSES
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fund....Dreyfus Capital Appreciation Portfolio....
Dreyfus Small Cap Portfolio.......................
American Odyssey International Equity Fund........
American Odyssey Emerging Opportunities Fund......
American Odyssey Core Equity Fund.................
American Odyssey Long-Term Bond Fund..............
American Odyssey Intermediate-Term Bond Fund......
American Odyssey Global High Yield Bond Fund......
Smith Barney Income and Growth Portfolio..........
Alliance Growth Portfolio.........................
Smith Barney International Equity Portfolio.......
Putnam Diversified Income Portfolio...............
Smith Barney High Income Portfolio................
MFS Total Return Portfolio........................
MFS Mid Cap Growth Portfolio......................
MFS Research Portfolio............................
G.T. Global Strategic Income Portfolio............
</TABLE>

* 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 fee.

(3) Management Fees and Total Underlying Fund Expenses have been restated to
reflect the management fee schedule which was approved by shareholders and
which took effect on May 1, 1998. Actual Management Fees and Total
Underlying Fund Expenses before May 1, 1998 were lower.

(4) Other Expenses take into account the current expense reimbursement
arrangement with the Company. The Company has agreed to reimburse each Fund
for the amount by which its aggregate expenses (including the management
fee, but excluding brokerage commissions, interest charges and taxes)
exceeds 1.25%. Without such arrangement, Other Expenses would have been
1.69% for the Social Awareness Stock Portfolio.

(5) Management Fees and Total Underlying Fund Expenses have been restated to
reflect the management fee schedule which was approved by shareholders and
which took effect on May 1, 1997. Actual Management Fees and Total
Underlying Fund Expenses before May 1, 1997 were lower.

(6) A portion of the brokerage commissions that certain funds pay was used to
reduce the fund's expenses. In addition, certain funds have entered into
arrangements with their custodian and transfer agent whereby interest earned
on uninvested cash balances was used to reduce custodian and transfer agent
expenses. Without these reductions, the Total Underlying Fund Expenses
presented in this table would have been % for Equity-Income Portfolio, %
for Growth Portfolio, and % for Asset Manager Portfolio.

(7) The Short-Term Bond Fund is required to repay the Manager for any fees the
Manager previously waived or expenses the Manager previously reimbursed,
provided that this repayment by the Fund does not cause the total expense
ratio to exceed %. Without these repayments, Total Underlying Fund
Expenses for the Short-Term Bond Fund for 1997 would have been %.

(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) During the fiscal year ended October 31, 1997, the Smith Barney
International Equity Portfolio and G.T. Global Strategic Income Portfolio
earned credits from the Custodian which reduced the service fees incurred.
When these credits are taken into consideration, Total Underlying Fund
Expenses for these Portfolios are % and % respectively. In addition, the
Manager waived all or part of its fees for this period for the G.T. Global
Strategic Income Portfolio. Actual Total Underlying Expenses for the
Portfolio would have been % without this reimbursement.

4
<PAGE> 15

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

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

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

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

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Managed Separate Accounts:
Account GIS....................................................
Account QB.....................................................
Account MM.....................................................
Account TGIS...................................................
Account TSB....................................................
Account TAS....................................................
Account TB.....................................................
Underlying Funding Options:
Capital Appreciation Fund......................................
High Yield Bond Trust..........................................
Managed Assets Trust...........................................
U.S. Government Securities Portfolio...........................
Social Awareness Stock Portfolio...............................
Utilities Portfolio............................................
Templeton Bond Fund (Class 1)..................................
Templeton Stock Fund (Class 1).................................
Templeton Asset Allocation Fund (Class 1)......................
Fidelity VIP High Income Portfolio.............................
Fidelity VIP Equity-Income Portfolio...........................
Fidelity VIP Growth Portfolio..................................
</TABLE>

5
<PAGE> 16

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
THREE FIVE TEN
ONE YEARS YEARS YEARS
YEAR
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fidelity VIP II Asset Manager Portfolio........................
Delaware Real Estate Fund......................................
Salomon Brothers Variable General Bond Fund....................
Salomon Brothers Variable Investors Fund.......................
Travelers Convertible Bond Fund................................
Travelers Mid Cap Disciplined Equity Fund......................
Travelers Disciplined Small Cap Fund...........................
Dreyfus Capital Appreciation Portfolio.........................
Dreyfus Small Cap Portfolio....................................
Dreyfus Stock Index Fund.......................................
American Odyssey Funds(1):
International Equity Fund....................................
Emerging Opportunities Fund..................................
Core Equity Fund.............................................
Long-Term Bond Fund..........................................
Intermediate-Term Bond Fund..................................
Global High Yield Bond Fund..................................
American Odyssey Funds(2):
International Equity Fund....................................
Emerging Opportunities Fund..................................
Core Equity Fund.............................................
Long-Term Bond Fund..........................................
Intermediate-Term Bond Fund..................................
Global High Yield Bond Fund..................................
Smith Barney Income and Growth Portfolio.......................
Alliance Growth Portfolio......................................
Smith Barney International Equity Portfolio....................
Putnam Diversified Income Portfolio............................
</TABLE>

6
<PAGE> 17

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

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

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

See Appendix A, page A-1.

7
<PAGE> 18

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.

8
<PAGE> 19

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 (described in the chart on page 23), neither
the investment objective nor the fundamental investment restrictions, as
described in the SAI, can be changed without a vote of the majority of the
outstanding voting securities of the Accounts, as defined by the 1940 Act. See
page 28 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.

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.

9
<PAGE> 20

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

10
<PAGE> 21

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 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

11
<PAGE> 22

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;

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.

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

CHARGES AND DEDUCTIONS

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

12
<PAGE> 23

withdrawn (not on growth). (For this calculation, the five years is measured
from the first day of the calendar month of the payment date.)

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;

13
<PAGE> 24

- - 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 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

14
<PAGE> 25

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.

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

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<PAGE> 26

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 $ 500,000,000 plus
0.35% of the next $ 500,000,000 plus
0.30% of the next $ 500,000,000 plus
0.25% of the next $ 500,000,000
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

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<PAGE> 27

Company will exchange that participant's interest for a different contract or
provide such other settlement agreements as are appropriate to effect the
payment of such an Annuity.

Variable payout 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.

17
<PAGE> 28

The minimum amount that can be placed under an annuity option or income option,
as described below, is $2,000 unless the Company consents to a lesser amount. If
any monthly periodic payment due any payee is less than $20, the Company
reserves the right to make payments at less frequent intervals. Annuity options
and income options may be elected on a monthly, quarterly, semiannual or annual
basis.

ANNUITY OPTIONS

AUTOMATIC OPTION -- Unless the Company is directed otherwise by the owner, if
the participant is living and has a spouse and no election has been made, the
Company will, on that participant's 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.

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<PAGE> 29

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."

19
<PAGE> 30

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.

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<PAGE> 31

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.

21
<PAGE> 32

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.

22
<PAGE> 33

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 Travelers Distribution Company ("TDC") and broker-dealers
which have Selling Agreements with TDC. TDC, 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. TDC
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"). TDC 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 TDC are parties. No amounts have been or will be retained by TDC 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 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.

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

23
<PAGE> 34

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.

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 28.

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

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

SUBSTITUTION OF INVESTMENTS
If any of the separate accounts or underlying funds become unavailable, or in
the judgment of the Company become inappropriate for the purposes of the
Contract, the Company may substitute another investment alternative without
consent of contract owners. Substitution may be made with respect to both
existing investments and the investment of future purchase payments. However, no
such substitution will be made without notice to contract owners and without
prior approval of the SEC, to the extent required by the 1940 Act, or other
applicable law.

24
<PAGE> 35

INVESTMENT OPTIONS CHART

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
INVESTMENT INVESTMENT INVESTMENT
OPTIONS OBJECTIVE ADVISER/SUBADVISER
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Capital Appreciation Fund growth of capital through the use Travelers Asset Management International
of common stocks Corporation ("TAMIC")/Janus Capital
Corporation
High Yield Bond Trust typically through investments in TAMIC
generous income, high risk
securities
Managed Assets Trust high total return through a fully TAMIC/The Travelers Investment Management
managed investment policy Company ("TIMCO")
U.S. Government Securities Portfolio highest credit quality, current TAMIC
income and total return
Social Awareness Stock Portfolio growth and income through use of Mutual Management Corporation ("MMC")
common stocks which meet certain Management Inc.
social criteria
Utilities Portfolio current income by investing in MMC
equity and debt securities of
companies in the utility
industries
Templeton Stock Fund capital growth through investing Templeton Investment Counsel, Inc.
primarily in common stocks
issued by companies, large and
small, of any nation
Templeton Asset Allocation Fund high level of total return through Templeton Investment Counsel, Inc.
investing in stocks of companies
of any nation, debt securities
of companies and governments of
any nation and money market
instruments
Templeton Bond Fund high current income Templeton Investment Counsel, Inc.
Fidelity VIP High Income Portfolio high level of current income by Fidelity Management & Research Company
investing primarily in high
yielding (i.e. high risk),
lower-rated, fixed-income
securities, while also
considering growth of capital
Fidelity VIP Equity-Income Portfolio reasonable income by investing Fidelity Management & Research Company
primarily in income-producing
equity securities
Fidelity VIP Growth Portfolio capital appreciation Fidelity Management & Research Company
Fidelity VIP II Asset Manager high total return with reduced Fidelity Management & Research Company
Portfolio risk over the long-term
Delaware Real Estate Fund
Salomon Brothers Variable General
Bond Fund
Salomon Brothers Variable Investors
Fund
Travelers Convertible Bond Fund
Travelers Mid Cap Disciplined Equity
Fund
Travelers Disciplined Small Cap Fund
Dreyfus Capital Appreciation
Portfolio
Dreyfus Small Cap Portfolio
Dreyfus Stock Index Fund investment results that correspond Mellon Equity Associates
to the price and yield
performance of publicly traded
common stocks in the aggregate
American Odyssey International maximum long-term total return by American Odyssey Funds Management,
Equity Fund investing primarily in common Inc./Bank of Ireland Asset Management
stocks of established non-U.S. (U.S.) Limited
companies
</TABLE>

25
<PAGE> 36

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
INVESTMENT INVESTMENT INVESTMENT
OPTIONS OBJECTIVE ADVISER/SUBADVISER
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
American Odyssey Emerging maximum long-term total return by American Odyssey Funds Management,
Opportunities Fund investing primarily in common Inc./Cowen Asset Management
stocks of small, rapidly growing
companies
American Odyssey Core Equity Fund maximum long-term total return by American Odyssey Funds Management,
investing primarily in common Inc./Equinox Capital Management, Inc.
stocks of well-established
companies
American Odyssey Long-Term Bond Fund maximum long-term total return by American Odyssey Funds Management,
investing primarily in long-term Inc./Western Asset Management Company
debt securities
American Odyssey Intermediate-Term maximum long-term total return by American Odyssey Funds Management,
Bond Fund investing primarily in Inc./TAMIC
intermediate-term corporate debt
securities
American Odyssey Global High Yield American Odyssey Funds Management,
Bond Fund Inc./Smith Graham & Co. Asset Managers,
L.P.
Smith Barney Income and Growth current income and long-term MMC
Portfolio growth of income and capital
Alliance Growth Portfolio long-term growth of capital Travelers Investment Advisers, Inc.
("TIA")/Alliance Capital Management L.P.
Smith Barney International Equity total return on assets from growth MMC
Portfolio of capital and income
Putnam Diversified Income Portfolio high current income consistent TIA/Putnam Investment Management, Inc.
with preservation of capital
Smith Barney High Income Portfolio high current income; capital MMC
appreciation is a secondary
objective
MFS Total Return Portfolio above-average income (compared to TIA/Massachusetts Financial Services
a portfolio entirely invested in Company
equity securities) consistent
with the prudent employment of
capital
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Growth and Income Stock Account long-term accumulation of TAMIC/TIMCO
principal through capital
appreciation and retention of
net investment income
Quality Bond Account current income, moderate capital TAMIC
volatility and total return
Money Market Account preservation of capital, a high TAMIC
degree of liquidity and the
highest possible current income
available from certain
short-term money market
securities
Timed Growth and Income Stock long-term accumulation of TIMCO
Account principal through capital
appreciation and retention of
net investment income
Timed Short-Term Bond Account high current income with limited TIMCO
price volatility
Timed Aggressive Stock Account growth of capital by investing TIMCO
primarily in a broadly
diversified portfolio of common
stocks
Timed Bond Account current income and total return by TAMIC
investing debt securities of the
highest credit quality
</TABLE>

MANAGED SEPARATE ACCOUNTS: MANAGEMENT AND INVESTMENT ADVISORY SERVICES

The investments and administration of each managed separate account are under
the direction of a Board of Managers. Subject to the authority of each Board of
Managers, TIMCO and TAMIC

26
<PAGE> 37

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 compounding
effect. Neither yield quotation reflects a deduction for the contingent deferred
sales charge, which if included, would reduce yield and effective yield.

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

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

Performance information may be quoted numerically or may be presented in a
table, graph or other illustration. Advertisements may include data comparing
performance to well-known indices of market performance as discussed in the
Statement of Additional Information. Advertisements may also include published
editorial comments and performance rankings compiled by indepen-

27
<PAGE> 38

dent organizations (including, but not limited to, Lipper Analytical Services,
Inc. and Morningstar, Inc.) and publications that monitor the performance of
separate accounts and mutual funds.

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

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

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

GENERAL TAXATION OF ANNUITIES

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

If you purchase an annuity contract with proceeds of an eligible rollover
distribution from any pension plan, specially sponsored program, or individual
retirement annuity (IRA) with pre-tax dollars, your contract is referred to as a
qualified contract. Some examples of qualified contracts are: IRAs, 403(b)
annuities, pension and profit-sharing plans (including 401(k) plans), 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

28
<PAGE> 39

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 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

29
<PAGE> 40

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.

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

30
<PAGE> 41

futures contracts will not impact more than 30% of its assets at any one time.
For a more detailed discussion of financial futures contracts and associated
risks, please see the Statement of Additional Information.

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

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

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

RISK FACTORS

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

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).

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<PAGE> 42

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

INVESTMENT OBJECTIVE

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

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

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

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

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<PAGE> 43

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

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

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

33
<PAGE> 44

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 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.

34
<PAGE> 45

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.

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

35
<PAGE> 46

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 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

36
<PAGE> 47

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 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.

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<PAGE> 48

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 TSB will invest in such securities only 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.

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

4. Repurchase agreements with national banks and reporting broker dealers
involving marketable obligations of or guaranteed by the United States
government, its agencies, authorities or instrumentalities. A repurchase
agreement is an agreement in which the seller of a security agrees to repurchase
the security sold at a mutually agreed upon time and price. It may also be
viewed as the loan of money by Account TSB to the seller. The resale price is in
excess of the purchase price, reflecting an agreed upon interest rate. The rate
is effective for the period of time Account TSB is invested in the agreement and
is not related to the coupon rate on the underlying security. The period of
these repurchase agreements will usually be short, from overnight to one week,
and at no time will Account TSB invest in repurchase agreements for more than
one year. The securities which are subject to repurchase agreements may,
however, have maturity dates in excess of one year from the effective date of
the repurchase agreement. Account TSB will always

38
<PAGE> 49

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 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

39
<PAGE> 50

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.

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.

40
<PAGE> 51

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 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.

41
<PAGE> 52

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

INVESTMENT OBJECTIVE

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

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

Account TB intends to be fully invested at all times; however, when market
conditions warrant, Account TB may invest temporarily in money market
instruments. Such instruments, which must mature within one year of their
purchase, consist of U.S. government securities; instruments of banks which are
members of the Federal Deposit Insurance Corporation and have assets of at least
$1 billion, such as certificates of deposit, demand and time deposits and
bankers' acceptances; prime commercial paper, including master demand notes; and
repurchase agreements secured by U.S. government securities.

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

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

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

TAMIC believes that purchasing securities in this manner will be advantageous to
Account TB. However, this practice does entail certain risks, namely the default
of the counterparty on its obligation to deliver the security as scheduled. In
this event, Account TB would endure a loss

42
<PAGE> 53

(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, 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,

43
<PAGE> 54

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.

44
<PAGE> 55

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> 56

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

THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES
<TABLE>
<CAPTION>
1997 1996 1995
------------------- ------------------- -------------------
Q NQ Q NQ Q NQ
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year............................ $ 2.396 $ 2.485 $ 1.779 $ 1.845
Unit Value at end of year.................................. 3.034 3.146 2.396 2.485
Number of units outstanding at end of year (thousands)..... 64,294 7,828 45,979 4,415
HIGH YIELD BOND TRUST
Unit Value at beginning of year............................ $ 2.472 $ 2.498 $ 2.167 $ 2.189
Unit Value at end of year.................................. 2.833 2.863 2.472 2.498
Number of units outstanding at end of year (thousands)..... 5,312 657 4,592 498
MANAGED ASSETS TRUST
Unit Value at beginning of year............................ $ 2.763 $ 2.975 $ 2.201 $ 2.369
Unit Value at end of year.................................. 3.105 3.342 2.763 2.975
Number of units outstanding at end of year (thousands)..... 55,055 4,632 57,020 4,114

<CAPTION>
1994 1993 1992
------------------- ------------------- -------------------
Q NQ Q NQ Q NQ
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year............................ $ 1.892 $ 1.962 $ 1.665 $ 1.727 $ 1.433 $ 1.487
Unit Value at end of year.................................. 1.779 1.845 1.892 1.962 1.665 1.727
Number of units outstanding at end of year (thousands)..... 40,160 3,605 30,003 2,825 16,453 1,020
HIGH YIELD BOND TRUST
Unit Value at beginning of year............................ $ 2.222 $ 2.245 $ 1.974 $ 1.994 $ 1.767 $ 1.785
Unit Value at end of year.................................. 2.167 2.189 2.222 2.245 1.976 1.994
Number of units outstanding at end of year (thousands)..... 4,708 585 5,066 603 4,730 428
MANAGED ASSETS TRUST
Unit Value at beginning of year............................ $ 2.281 $ 2.455 $ 2.111 $ 2.273 $ 2.034 $ 2.189
Unit Value at end of year.................................. 2.201 2.369 2.281 2.455 2.111 2.273
Number of units outstanding at end of year (thousands)..... 58,355 4,813 63,538 4,490 65,926 4,120
</TABLE>
<TABLE>
<CAPTION>
1991
-------------------
Q NQ
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year................................................................... $ 1.075 $ 1.114
Unit Value at end of year......................................................................... 1.433 1.487
Number of units outstanding at end of year (thousands)............................................ 12,703 887
HIGH YIELD BOND TRUST
Unit Value at beginning of year................................................................... $ 1.418 $ 1.433
Unit Value at end of year......................................................................... 1.767 1.785
Number of units outstanding at end of year (thousands)............................................ 4,018 344
MANAGED ASSETS TRUST
Unit Value at beginning of year................................................................... $ 1.691 $ 1.821
Unit Value at end of year......................................................................... 2.034 2.189
Number of units outstanding at end of year (thousands)............................................ 58,106 3,359

- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

CAPITAL APPRECIATION FUND*
Unit Value at beginning of year................................................................... $ 1.157 $ 1.200 $ 1.015
Unit Value at end of year......................................................................... 1.075 1.114 1.157
Number of units outstanding at end of year (thousands)............................................ 11,356 553 12,038
HIGH YIELD BOND TRUST
Unit Value at beginning of year................................................................... $ 1.573 $ 1.590 $ 1.571
Unit Value at end of year......................................................................... 1.418 1.433 1.573
Number of units outstanding at end of year (thousands)............................................ 4,045 341 6,074
MANAGED ASSETS TRUST
Unit Value at beginning of year................................................................... $ 1.671 $ 1.799 $ 1.331
Unit Value at end of year......................................................................... 1.691 1.821 1.671
Number of units outstanding at end of year (thousands)............................................ 51,489 2.744 47,104

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

NQ Q NQ

- --------------------------------------------------------------------------------------------------------------------------
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year................................................................... $ 1.052 $ 0.934 $ 0.968

Unit Value at end of year......................................................................... 1.200 1.015 1.052

Number of units outstanding at end of year (thousands)............................................ 495 13,040 423

HIGH YIELD BOND TRUST
Unit Value at beginning of year................................................................... $ 1.588 $ 1.388 $ 1.403

Unit Value at end of year......................................................................... 1.590 1.571 1.588

Number of units outstanding at end of year (thousands)............................................ 573 5,783 676

MANAGED ASSETS TRUST
Unit Value at beginning of year................................................................... $ 1.433 $ 1.234 $ 1.328

Unit Value at end of year......................................................................... 1.799 1.331 1.433

Number of units outstanding at end of year (thousands)............................................ 2,836 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> 57

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

THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
U.S. GOVERNMENT SECURITIES PORTFOLIO (1/92)*
Unit Value at beginning of period............................ $ 1.321 $ 1.074 $ 1.153 $ 1.066 $ 1.000
Unit Value at end of period.................................. 1.323 1.321 1.074 1.153 1.066
Number of units outstanding at end of period (thousands)..... 19,054 21,339 22,709 22,142 8,566
SOCIAL AWARENESS STOCK PORTFOLIO (5/92)*
Unit Value at beginning of period............................ $ 1.461 $ 1.109 $ 1.153 $ 1.086 $ 1.000
Unit Value at end of period.................................. 1.731 1.461 1.109 1.153 1.086
Number of units outstanding at end of year (thousands)....... 6,355 4,841 3,499 2,920 1,332
UTILITIES PORTFOLIO (2/94)*
Unit Value at beginning of period............................ $ 1.284 $ 1.005 $ 1.000 -- --
Unit Value at end of period.................................. 1.363 1.284 1.005 -- --
Number of units outstanding at end of period (thousands)..... 13,258 11,918 5,740 -- --
TEMPLETON BOND FUND (8/88)* (CLASS 1)
Unit Value at beginning of year.............................. $ 1.250 $ 1.101 $ 1.172 $ 1.065 $ 1.000
Unit Value at end of year.................................... 1.351 1.250 1.101 1.172 1.065
Number of units outstanding at end of year (thousands)....... 10,260 10,527 10,186 8,014 3,477
TEMPLETON STOCK FUND (8/88)* (CLASS 1)
Unit Value at beginning of year.............................. $ 1.655 $ 1.338 $ 1.385 $ 1.047 $ 1.000
Unit Value at end of year.................................... 2.001 1.655 1.338 1.385 1.047
Number of units outstanding at end of year (thousands)....... 154,614 122,937 101,462 43,847 10,433
TEMPLETON ASSET ALLOCATION FUND (8/88)* (CLASS 1)
Unit Value at beginning of year.............................. $ 1.546 $ 1.277 $ 1.333 $ 1.070 $ 1.000
Unit Value at end of year.................................... 1.815 1.546 1.277 1.333 1.070
Number of units outstanding at end of year (thousands)....... 113,809 107,460 103,407 51,893 13,888
FIDELITY VIP HIGH INCOME PORTFOLIO (9/85)*
Unit Value at beginning of year.............................. $ 1.568 $ 1.316 $ 1.354 $ 1.138 $ 1.000
Unit Value at end of year.................................... 1.766 1.568 1.316 1.354 1.138
Number of units outstanding at end of year (thousands)....... 40,309 32,601 25,813 17,381 4,875
FIDELITY VIP GROWTH PORTFOLIO (10/86)*
Unit Value at beginning of year.............................. $ 1.594 $ 1.192 $ 1.207 $ 1.024 $ 1.000
Unit Value at end of year.................................... 1.805 1.594 1.192 1.207 1.024
Number of units outstanding at end of year (thousands)....... 274,892 229,299 176,304 101,260 30,240
FIDELITY VIP EQUITY-INCOME PORTFOLIO (10/86)*
Unit Value at beginning of period............................ $ 1.484 $ 1.112 $ 1.052 $ 1.000 --
Unit Value at end of period.................................. 1.674 1.484 1.112 1.052 --
Number of units outstanding at end of period (thousands)..... 205,636 153,463 78,856 13,414 --
FIDELITY VIP II ASSET MANAGER PORTFOLIO (9/89)*
Unit Value at beginning of year.............................. $ 1.394 $ 1.207 $ 1.301 $ 1.088 $ 1.000
Unit Value at end of year.................................... 1.577 1.394 1.207 1.301 1.088
Number of units outstanding at end of year (thousands)....... 249,050 270,795 282,474 162,413 30,207
DREYFUS STOCK INDEX FUND (9/89)*
Unit Value at beginning of year.............................. $ 1.546 $ 1.144 $ 1.148 $ 1.064 $ 1.000
Unit Value at end of year.................................... 1.870 1.546 1.144 1.148 1.064
Number of units outstanding at end of year (thousands)....... 66,098 43,247 31,600 26,789 12,089
AMERICAN ODYSSEY INTERNATIONAL EQUITY FUND (5/93)*
Unit Value at beginning of period............................ $ 1.274 $ 1.084 $ 1.180 $ 1.000 --
Unit Value at end of period.................................. 1.534 1.274 1.084 1.180 --
Number of units outstanding at end of period (thousands)..... 121,896 70,364 47,096 16,944 --
AMERICAN ODYSSEY EMERGING OPPORTUNITIES FUND (5/93)*
Unit Value at beginning of period............................ $ 1.526 $ 1.168 $ 1.079 $ 1.000 --
Unit Value at end of period.................................. 1.460 1.526 1.168 1.079 --
Number of units outstanding at end of period (thousands)..... 122,877 103,815 73,838 27,011 --
</TABLE>

B-2
<PAGE> 58

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

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

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AMERICAN ODYSSEY CORE EQUITY FUND (5/93)*
Unit Value at beginning of period............................ $ 1.354 $ .990 $ 1.012 $ 1.000 --
Unit Value at end of period.................................. 1.647 1.354 .990 1.012 --
Number of units outstanding at end of period (thousands)..... 170,552 137,330 100,082 37,136 --
AMERICAN ODYSSEY LONG-TERM BOND FUND (5/93)*
Unit Value at beginning of period............................ $ 1.221 $ .990 $ 1.085 $ 1.000 --
Unit Value at end of period.................................. 1.221 1.221 .990 1.085 --
Number of units outstanding at end of period (thousands)..... 137,075 101,376 70,928 25,467 --
AMERICAN ODYSSEY INTERMEDIATE-TERM BOND FUND (5/93)*
Unit Value at beginning of period............................ $ 1.128 $ .993 $ 1.035 $ 1.000 --
Unit Value at end of period.................................. 1.157 1.128 .993 1.035 --
Number of units outstanding at end of period (thousands)..... 78,211 68,878 50,403 19,564 --
AMERICAN ODYSSEY GLOBAL HIGH YIELD BOND FUND (5/93)*
Unit Value at beginning of period............................ $ 1.102 $ 1.006 $ 1.020 $ 1.000 --
Unit Value at end of period.................................. 1.129 1.102 1.006 1.020 --
Number of units outstanding at end of period (thousands)..... 44,077 24,416 17,611 8,201 --
SMITH BARNEY INCOME AND GROWTH PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ 1.246 $ 1.000 -- -- --
Unit Value at end of period.................................. 1.474 1.246 -- -- --
Number of units outstanding at end of period (thousands)..... 6,133 1,747 -- -- --
ALLIANCE GROWTH PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ 1.284 $ 1.000 -- -- --
Unit Value at end of period.................................. 1.640 1.284 -- -- --
Number of units outstanding at end of period (thousands)..... 10,809 2,498 -- -- --
SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ 1.137 $ 1.000 -- -- --
Unit Value at end of period.................................. 1.321 1.137 -- -- --
Number of units outstanding at end of period (thousands)..... 5,777 593 -- -- --
PUTNAM DIVERSIFIED INCOME PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ 1.128 $ 1.000 -- -- --
Unit Value at end of period.................................. 1.206 1.128 -- -- --
Number of units outstanding at end of period (thousands)..... 2,375 774 -- -- --
SMITH BARNEY HIGH INCOME PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ 1.124 $ 1.000 -- -- --
Unit Value at end of period.................................. 1.256 1.124 -- -- --
Number of units outstanding at end of period (thousands)..... 553 138 -- -- --
MFS TOTAL RETURN PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ 1.205 $ 1.000 -- -- --
Unit Value at end of period.................................. 1.362 1.205 -- -- --
Number of units outstanding at end of period (thousands)..... 7,302 2,734 -- -- --
G.T. GLOBAL STRATEGIC INCOME PORTFOLIO (6/94)*
Unit Value at beginning of period............................ $ 1.195 $ 1.000 -- -- --
Unit Value at end of period.................................. 1.402 1.195 -- -- --
Number of units outstanding at end of period (thousands)..... 242 162 -- -- --
</TABLE>

* Inception date.

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

B-3
<PAGE> 59

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 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
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income....................................................... $ .212 $ .205 $ .189
Operating expenses............................................................ .175 .140 .115
-------- -------- ------- -------
Net investment income......................................................... .037 .065 .074
Unit Value at beginning of year............................................... 9.369 6.917 7.007
Net realized and change in unrealized gains (losses).......................... 1.965 2.387 (.164)
-------- -------- ------- -------
Unit Value at end of year..................................................... $ 11.371 $ 9.369 $ 6.917
========= ========= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value......................................... $ 2.00 $ 2.45 $ (.09)
Ratio of operating expenses to average net assets............................. 1.70% 1.70% 1.65%
Ratio of net investment income to average net assets.......................... 36% .79% 1.05%
Number of units outstanding at end of year (thousands)........................ 27,578 26,688 26,692
Portfolio turnover rate....................................................... 85% 96% 103%
Average Commission Rate Paid*................................................. $ .047 -- --
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1997 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income....................................................... $ .216 $ .208 $ .192
Operating expenses............................................................ .154 .123 .100
-------- -------- ------- -------
Net investment income......................................................... .062 .085 .092
Unit Value at beginning of year............................................... 9.668 7.120 7.194
Net realized and change in unrealized gains (losses).......................... 2.033 2.463 (.166)
-------- -------- ------- -------
Unit Value at end of year..................................................... $ 11.763 $ 9.668 $ 7.120
========= ========= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value......................................... $ 2.10 $ 2.55 $ (.07)
Ratio of operating expenses to average net assets............................. 1.45% 1.45% 1.41%
Ratio of net investment income to average net assets.......................... .60% 1.02% 1.30%
Number of units outstanding at end of year (thousands)........................ 16.554 17,896 19,557
Portfolio turnover rate....................................................... 85% 96% 103%
Average Commission Rate Paid*................................................. .047 -- --

<CAPTION>
CONTRACTS ISSUED ON OR AFTER TO MAY 16, 1983 1993 1992 1991 1990
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income....................................................... $ .184 $ .188 $ .198 $ .192
Operating expenses............................................................ .106 .098 .091 .079
------- ------- ------- -------
Net investment income......................................................... .078 .090 .107 .113
Unit Value at beginning of year............................................... 6.507 6.447 5.048 5.295
Net realized and change in unrealized gains (losses).......................... .422 (.030) 1.292 (.360)
------- ------- ------- -------
Unit Value at end of year..................................................... $ 7.007 $ 6.507 $ 6.447 $ 5.048
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value......................................... $ .50 $ .06 $ 1.40 $ (.25)
Ratio of operating expenses to average net assets............................. 1.57% 1.58% 1.58% 1.57 %
Ratio of net investment income to average net assets.......................... 1.15% 1.43% 1.86% 2.25 %
Number of units outstanding at end of year (thousands)........................ 28,497 29,661 26,235 19,634
Portfolio turnover rate....................................................... 81% 189% 319% 54%
Average Commission Rate Paid*................................................. -- -- -- --
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1993 1992 1991 1990
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income....................................................... $ .189 $ .192 $ .201 $ .199
Operating expenses............................................................ .092 .085 .077 .069
------- ------- ------- -------
Net investment income......................................................... .097 .107 .124 .130
Unit Value at beginning of year............................................... 6.664 6.587 5.145 5.383
Net realized and change in unrealized gains (losses).......................... .433 (.030) 1.318 (.368)
------- ------- ------- -------
Unit Value at end of year..................................................... $ 7.194 $ 6.664 $ 6.587 $ 5.145
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value......................................... $ .53 $ .08 $ 1.44 $ (.24)
Ratio of operating expenses to average net assets............................. 1.33% 1.33% 1.33% 1.33 %
Ratio of net investment income to average net assets.......................... 1.40% 1.67% 2.11% 2.50 %
Number of units outstanding at end of year (thousands)........................ 21,841 22,516 24,868 28,053
Portfolio turnover rate....................................................... 81% 189% 319% 54%
Average Commission Rate Paid*................................................. -- -- -- --

<CAPTION>
CONTRACTS ISSUED ON OR AFTER TO MAY 16, 1983 1989 1988
- --------------------------------------------------------------------------------------------------------------------------------

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> 60

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 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
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .368 $ .319 $ .310
Operating expenses.............................................................. .078 .073 .069
------- ------- ------- -------
Net investment income........................................................... .290 .246 .241
Unit Value at beginning of year................................................. 4.894 4.274 4.381
Net realized and change in unrealized gains (losses)............................ (.124) .374 (.348)
------- ------- ------- -------
Unit Value at end of year....................................................... $ 5.060 $ 4.894 $ 4.274
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... $ .17 $ .62 $ (.11)
Ratio of operating expenses to average net assets............................... 1.57% 1.57% 1.57%
Ratio of net investment income to average net assets............................ 5.87% 5.29% 5.62%
Number of units outstanding at end of year (thousands).......................... 24,804 27,066 27,033
Portfolio turnover rate......................................................... 176% 138% 27%
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1997 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .379 $ .328 $ .318
Operating expenses.............................................................. .067 .063 .059
------- ------- ------- -------
Net investment income........................................................... .312 .265 .259
Unit Value at beginning of year................................................. 5.050 4.400 4.498
Net realized and change in unrealized gains (losses)............................ (.128) .385 (.357)
------- ------- ------- -------
Unit Value at end of year....................................................... $ 5.234 $ 5.050 $ 4.400
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... $ .18 $ .65 $ (.10)
Ratio of operating expenses to average net assets............................... 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets............................ 6.12% 5.54% 5.87%
Number of units outstanding at end of year (thousands).......................... 8,549 9,325 10,694
Portfolio turnover rate......................................................... 176% 138% 27%

<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1993 1992 1991 1990*
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .299 $ .311 $ .299 $ .277
Operating expenses.............................................................. .067 .061 .056 .048
------- ------- ------- -------
Net investment income........................................................... .232 .250 .243 .229
Unit Value at beginning of year................................................. 4.052 3.799 3.357 3.129
Net realized and change in unrealized gains (losses)............................ .097 .003 .199 (.001)
------- ------- ------- -------
Unit Value at end of year....................................................... $ 4.381 $ 4.052 $ 3.799 $ 3.357
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... $ .33 $ .25 $ .44 $ .23
Ratio of operating expenses to average net assets............................... 1.57% 1.58% 1.57% 1.57 %
Ratio of net investment income to average net assets............................ 5.41% 6.38% 6.84% 7.06 %
Number of units outstanding at end of year (thousands).......................... 28,472 20,250 17,211 14,245
Portfolio turnover rate......................................................... 24% 23% 21% 41 %
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1993 1992 1991 1990*
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .306 $ .317 $ .304 $ .281
Operating expenses.............................................................. .058 .050 .048 .040
------- ------- ------- -------
Net investment income........................................................... .248 .267 .256 .241
Unit Value at beginning of year................................................. 4.150 3.880 3.421 3.181
Net realized and change in unrealized gains (losses)............................ .100 .003 .203 (.001)
------- ------- ------- -------
Unit Value at end of year....................................................... $ 4.498 $ 4.150 $ 3.880 $ 3.421
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... $ .35 $ .27 $ .46 $ .24
Ratio of operating expenses to average net assets............................... 1.33% 1.33% 1.33% 1.33 %
Ratio of net investment income to average net assets............................ 5.66% 6.61% 7.09% 7.31 %
Number of units outstanding at end of year (thousands).......................... 12,489 13,416 14,629 16,341
Portfolio turnover rate......................................................... 24% 23% 21% 41 %

<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1989 1988
- --------------------------------------------------------------------------------------------------------------------------------

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> 61

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

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

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the 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.
<TABLE>
<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1997 1996 1995 1994
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income....................................................... $ .121 $ .127 $ .087
Operating expenses............................................................ .035 .034 .032
-------- -------- ------- -------
Net investment income......................................................... .086 .093 .055
Unit Value at beginning of year............................................... 2.177 2.084 2.029
-------- -------- ------- -------
Unit Value at end of year..................................................... $ 2.263 $ 2.177 $ 2.084
========= ========= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value.................................................... $ .09 $ .09 $ .06
Ratio of operating expenses to average net assets............................. 157% 1.57% 1.57%
Ratio of net investment income to average net assets.......................... 3.84% 4.36% 2.72%
Number of units outstanding at end of year (thousands)........................ 38,044 35,721 39,675
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1997 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income....................................................... $ .125 $ .130 $ .091
Operating expenses............................................................ .30 .030 .028
-------- -------- ------- -------
Net investment income......................................................... .095 .100 .063
Unit Value at beginning of year............................................... 2.246 2.146 2.083
-------- -------- ------- -------
Unit Value at end of year..................................................... $ 2.341 $ 2.246 $ 2.146
========= ========= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value.................................................... $ .10 $ .10 $ .06
Ratio of operating expenses to average net assets............................. 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets.......................... 4.10% 4.61% 2.98%
Number of units outstanding at end of year (thousands)........................ 112 206 206

<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1993 1992 1991 1990*
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income....................................................... $ .065 $ .077 $ .118 $ .149
Operating expenses............................................................ .031 .031 .030 .029
------- ------- ------- -------
Net investment income......................................................... .034 .046 .088 .120
Unit Value at beginning of year............................................... 1.995 1.949 1.861 1.741
------- ------- ------- -------
Unit Value at end of year..................................................... $ 2.029 $ 1.995 $ 1.949 $ 1.861
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value.................................................... $ .03 $ .05 $ .09 $ .12
Ratio of operating expenses to average net assets............................. 1.57% 1.57% 1.57% 1.57 %
Ratio of net investment income to average net assets.......................... 1.68% 2.33% 4.66% 6.68 %
Number of units outstanding at end of year (thousands)........................ 34,227 42,115 55,013 67,343
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1993 1992 1991 1990*
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income....................................................... $ .067 $ .079 $ .120 $ .151
Operating expenses............................................................ .027 .027 .026 .024
------- ------- ------- -------
Net investment income......................................................... .040 .052 .094 .127
Unit Value at beginning of year............................................... 2.043 1.991 1.897 1.770
------- ------- ------- -------
Unit Value at end of year..................................................... $ 2.083 $ 2.043 $ 1.191 $ 1.897
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value.................................................... $ .04 $ .05 $ .09 $ .13
Ratio of operating expenses to average net assets............................. 1.33% 1.33% 1.33% 1.33 %
Ratio of net investment income to average net assets.......................... 1.93% 2.58% 4.90% 6.93 %
Number of units outstanding at end of year (thousands)........................ 218 227 262 326

<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1989 1988
- --------------------------------------------------------------------------------------------------------------------------------

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> 62

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

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

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the 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>
1996 1995 1994
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income................................................................... $ .061 $ .083 $ .064
Operating expenses........................................................................ .069** .057** .041**
------- ------- -------
Net investment income..................................................................... (.008) .026 .023
Unit Value at beginning of year........................................................... $ 2.263 $ 1.695 $ 1.776
Net realized and change in unrealized gains (losses)...................................... .462 .542 (.104)
------- ------- -------
Unit Value at end of year................................................................. $ 2.717 $ 2.263 $ 1.695
======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value..................................................... $ .45 $ .57 $ (.08)
Ratio of operating expenses to average net assets*........................................ 2.82%** 2.82%** 2.82%**
Ratio of net investment income to average net assets*..................................... (.34)% 1.37% 1.58%
Number of units outstanding at end of year (thousands).................................... 68,111 105,044 29,692
Portfolio turnover rate................................................................... 81% 79% 19%

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

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

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

* Annualized

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

B-7
<PAGE> 63

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

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

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the 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.
<TABLE>
<CAPTION>
1997 1996 1995 1994
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .057 $ .074 $ .055
Operating expenses.............................................................. .030** .035** .036**
------- ------- ------- -------
Net investment income........................................................... .027 .039 .019
Unit value at beginning of year................................................. 1.333 1.292 1.275
Net realized and change in unrealized gains (losses)***......................... .001 .002 (.002)
------- ------- ------- -------
Unit value at end of year....................................................... $ 1.361 $ 1.333 $ 1.292
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... $ .03 $ .04 $ .02
Ratio of operating expenses to average net assets****........................... 2.82%** 2.82%** 2.82%**
Ratio of net investment income to average net assets****........................ 2.47% 3.17% 1.45%
Number of units outstanding at end of year (thousands).......................... 54,565 -- 216,713

<CAPTION>
1993 1992 1991 1990
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .041 $ .054 $ .076 $ .099
Operating expenses.............................................................. .037** .041** .036** .030 **
------- ------- ------- -------
Net investment income........................................................... .004 .013 .040 .069
Unit value at beginning of year................................................. 1.271 1.258 1.218 1.149
Net realized and change in unrealized gains (losses)***......................... -- -- -- --
------- ------- ------- -------
Unit value at end of year....................................................... $ 1.275 $ 1.271 $ 1.258 $ 1.218
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value...................................................... $ -- $ .01 $ .04 $ .07
Ratio of operating expenses to average net assets****........................... 2.82%** 2.82%** 2.82%** 2.41 %*
*
Ratio of net investment income to average net assets****........................ .39% 1.12% 3.07% 5.89 %
Number of units outstanding at end of year (thousands).......................... 353,374 173,359 439,527 369,769

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

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> 64

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

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

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the 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
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income....................................................... $ .041 $ .042 $ .036
Operating expenses............................................................ .069** .057** .049**
-------- -------- ------- -------
Net investment income (loss).................................................. (.028) (.015) (.013)
Unit Value at beginning of year............................................... 2.253 1.706 1.838
Net realized and unrealized gains (losses).................................... .398 .562 (.119)
-------- -------- ------- -------
Unit Value at end of year..................................................... $ 2.623 $ 2.253 $ 1.706
========= ========= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value......................................... $ .37 $ .55 $ (.13)
Ratio of operating expenses to average net assets*............................ .284%** 2.83%** 2.80%**
Ratio of net investment income to average net assets*......................... (1.13)% (.74)% (.72)%
Number of units outstanding at end of year (thousands)........................ 30,167 45,575 25,109
Portfolio turnover rate....................................................... 98% 113% 142%
Average commission rate paid ++............................................... $ .047

<CAPTION>
1993 1992 1991 1990+
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income....................................................... $ .037 $ .041 $ .044 $ .045
Operating expenses............................................................ .048** .043** .039** .073 **
------- ------- ------- -------
Net investment income (loss).................................................. (.011) (.002) .005 (.028)
Unit Value at beginning of year............................................... 1.624 1.495 1.136 1.189
Net realized and unrealized gains (losses).................................... .225 .131 .354 (.025)
------- ------- ------- -------
Unit Value at end of year..................................................... $ 1.838 $ 1.624 $ 1.495 $ 1.136
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value......................................... $ .21 $ (.13) $ .36 $ (.05)
Ratio of operating expenses to average net assets*............................ 2.82%** 2.93%** 2.99%** 2.64 %*
*
Ratio of net investment income to average net assets*......................... (.80)% (.12)% .37% (3.73)%
Number of units outstanding at end of year (thousands)........................ 43,059 20,225 19,565 5,585
Portfolio turnover rate....................................................... 71% 269% 261% 0%
Average commission rate paid ++...............................................

<CAPTION>
1989 1988
- --------------------------------------------------------------------------------------------------------------------------------
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)........................ 0 0
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> 65

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

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

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the 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.
<TABLE>
<CAPTION>
1997 1996 1995 1994
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .033 $ .071 $ .007
Operating expenses.............................................................. .015** .031** .006**
------- ------- ------- -------
Net investment income........................................................... .018 .040 .001
Unit Value at beginning of year................................................. 1.383 1.215 1.234
Net realized and change in unrealized gains (losses)............................ (.169) .128 (.020)
------- ------- ------- -------
Unit Value at end of year....................................................... $ 1.232 $ 1.383 $ 1.215
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... $ (.15) $ .17 $ (.02)
Ratio of operating expenses to average net assets*.............................. 3.00%** 3.00%** 3.00%**
Ratio of net investment income to average net assets*........................... 3.48% 3.98% 1.02%
Number of units outstanding at end of year (thousands).......................... -- 11,466 --
Portfolio turnover rate......................................................... 153% 117% --

<CAPTION>
1993 1992 1991 1990+
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SELECTED PER UNIT DATA
Total investment income......................................................... $ .054 $ .051 $ .052 $ .072
Operating expenses.............................................................. .036** .032** .031** .018 **
------- ------- ------- -------
Net investment income........................................................... .018 .019 .021 .054
Unit Value at beginning of year................................................. 1.132 1.087 .994 1.036
Net realized and change in unrealized gains (losses)............................ .084 .026 .072 (.096)
------- ------- ------- -------
Unit Value at end of year....................................................... $ 1.234 $ 1.132 $ 1.087 $ .994
======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value........................................... $ .10 $ .05 $ .09 $ (.04)
Ratio of operating expenses to average net assets*.............................. 3.00%** 2.99%** 3.00%** 2.58 %*
*
Ratio of net investment income to average net assets*........................... 1.48% 1.71% 3.07% 3.88 %
Number of units outstanding at end of year (thousands).......................... 20,207 21,868 19,521 14,115
Portfolio turnover rate......................................................... 190% 505% 627% 370%

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

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> 66

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 and The Separate Accounts
The Insurance Company
The Separate Accounts
Investment Restrictions
The Travelers Growth and Income Stock Account For Variable Annuities
The Travelers Timed Growth and Income Stock Account for Variable
Annuities
The Travelers Timed Aggressive Stock Account for Variable Annuities
The Travelers Quality Bond Account for Variable Annuities
The Travelers Timed Bond Account for Variable Annuities
The Travelers Money Market Account for Variable Annuities
The Travelers Timed Short-Term Bond Account for Variable Annuities
Description of Certain Types of Investments and Investment Techniques
Available to the Separate Accounts
Writing Covered Call Options
Buying Put and Call Options
Futures Contracts
Money Market Instruments
Investment Management and Advisory Services
Advisory Fees
TIMCO
TAMIC
Valuation of Account Assets
Net Investment Factor
Telephone Transfers
Federal Tax Information
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> 67

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> 68
- --------------------------------------------------------------------------------

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

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

GROUP VARIABLE ANNUITY CONTRACTS

issued by

THE TRAVELERS INSURANCE COMPANY

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

The group Variable Annuities described in this Prospectus are
available only for use in connection with: (1) pension and profit-sharing plans
qualified under Section 401(a) or Section 403(a) of the Internal Revenue Code of
1986, as amended (the "Code"), and (2) annuity purchase plans adopted by public
educational organizations and certain tax exempt organizations pursuant to
Section 403(b) of the Code.

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.

This Prospectus sets forth concisely the information about Account GIS
that you should know before investing. Please read it and retain it for future
reference. Additional information about Account GIS 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 860-422-3985. The
Table of Contents of the SAI appears in the Appendix 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> 69

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 ACCOUNT. . . . . . . . . . . . . . 1
The Insurance Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT GIS) . . . . . . . . . . . . . . . . . . . . . . 1
Investment Objective . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Fundamental Investment Policies. . . . . . . . . . . . . . . . . . . . . . . 2

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

CHARGES AND DEDUCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Deductions from Contributions. . . . . . . . . . . . . . . . . . . . . . . . 3
Investment Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Mortality and Expense Risks. . . . . . . . . . . . . . . . . . . . . . . . . 4
Premium Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

THE VARIABLE ANNUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Modification of the Variable Annuity Contract by the Company . . . . . . . . 5
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Suspension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Suspension of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Required Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Federal and State Income Tax Withholding . . . . . . . . . . . . . . . . . . 6

ACCUMULATION PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Crediting Accumulation Units . . . . . . . . . . . . . . . . . . . . . . . . 6
Valuation of a Participant's Account . . . . . . . . . . . . . . . . . . . . 7
Accumulation Unit Value. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Net Investment Factor. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Death Benefit during Accumulation Period (Minimum Death Benefit) . . . . . . 7
Termination (Redemption) . . . . . . . . . . . . . . . . . . . . . . . . . . 8

PAYOUT PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Electing the Annuity Commencement Date and Form of Annuity . . . . . . . . . 9
Annuity Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Annuity Unit Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Determination of First Annuity Payment. . . . . . . . . . . . . . . . . . . 11
Determination of Second and Subsequent Annuity Payments. . . . . . . . . . . 11

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 403(b) Plans and Arrangements . . . . . . . . . . . . . . . . . . . 11
Qualified Pension and Profit-Sharing Plans . . . . . . . . . . . . . . . . . 12
The Employee Retirement Income Security Act of 1974 . . . . . . . . . . . . 12
Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . 13
Tax Advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

i
<PAGE> 70

<TABLE>
<S> <C>
VOTING RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS . . . . . . . . . . . . . . . . . . . 15

STATE REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

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

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

ii
<PAGE> 71

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 Variable
Annuity before Annuity Payments begin.

ANNUITANT: the person on whose life the Variable Annuity 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 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.

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 provisions of the
contract become effective.

CONTRACT YEARS: annual periods computed from the Contract Date.

CONTRIBUTIONS: amounts paid to the Company by or on behalf of a Participant
pursuant to the Plan.

FIXED DOLLAR ANNUITY: an annuity providing for payments which remain fixed
throughout the payment period and which do not vary with investment experience.

MINIMUM DEATH BENEFIT: the minimum amount payable on the death of a Participant
before Annuity Payments have begun.

NET CONTRIBUTIONS: the amount applied to the purchase of Accumulation Units,
which is equal to the contributions less deductions for sales and administrative
expenses, minimum death benefits and applicable premium taxes.

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

PARTICIPANT: a person having an interest in The Travelers Growth and Income
Stock Account for Variable Annuities by reason of contributions made by him or
on his behalf, but who has not begun to receive Annuity Payments.

PLAN: a retirement plan under which the Variable Annuity contract has been
issued.

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.

SURRENDER VALUE: the amount payable to a Participant upon the termination, other
than by death, of his participation in the Plan.

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.

iii
<PAGE> 72

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

VARIABLE ANNUITY: an annuity 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> 73

SUMMARY

INTRODUCTION

The Travelers Growth and Income Stock Account for Variable Annuities
(Account GIS) is registered with the SEC as a diversified open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"). The basic investment objective of Account GIS is the selection of
investments with a concern primarily for long-term accumulation of principal
through capital appreciation and retention of net investment income. The assets
of Account GIS will be invested in a portfolio of equity securities, mainly
stocks. (See "Investment Objectives," page 1.)

RISK FACTORS

While the Company is obligated to make Annuity Payments under the
contract regardless of longevity, the amount of these payments is not assured.
The Annuity Payments will reflect the performance of Account GIS over the life
of the Participant, both prior to the commencement of Annuity Payments and while
Annuity Payments are being made. The value of the investments held in Account
GIS fluctuates and is subject to risks of changing economic conditions as well
as to the risks inherent in management's ability to anticipate changes in
investments necessary to meet changes in economic conditions. There is no
assurance that the value of a Participant's account during the years prior to
the commencement of Annuity Payments or the aggregate amount of the Annuity
Payments received by him will equal or exceed the Contributions made by or on
behalf of such Participant.

INVESTMENT ADVISORY SERVICES

The Travelers Asset Management International Corporation ("TAMIC")
furnishes investment management and advisory services to Account GIS according
to the terms of a written agreement. (See "Management," page 3.) TAMIC receives
an amount equivalent on an annual basis to a maximum of 0.65% of the aggregate
of the average daily net assets of Account GIS, grading down to .40%. TIMCO
serves as Sub-Adviser to Account GIS, pursuant to a written agreement with
TAMIC. TAMIC pays TIMCO an amount equivalent on an annual basis to a maximum
of 0.45% of the aggregate of the average daily net assets of Account GIS,
grading down to 0.20%. (See "Investment Advisory Fees," page 4.) The contracts
will be sold by life insurance sales representatives of the Company or certain
other registered broker-dealers. (See "Distribution of Variable Annuity
Contracts," page 16.)

CHARGES AND DEDUCTIONS

Deductions totaling 4% of the Contributions received (4.17% of the
amount invested) are made from each Contribution for sales expenses (3.25%) and
minimum death benefits (0.75%). The deduction for sales expenses may, however,
be decreased by the application of experience rating credits in the discretion
of the Company; no such credits have been applied to date with respect to the
Variable Annuity contracts described herein. (See "Deductions from
Contributions," page 3.)

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
"Mortality and Expense Risks," page 4.)

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," page 5.)

CONTRIBUTIONS

Maximum and minimum Contributions which may be made on behalf of any
Participant are set forth by the terms of each employer's plan and the Variable
Annuity contract.

v
<PAGE> 74

WITHDRAWALS

A contract may be surrendered (redeemed) for cash, in whole or in
part, prior to the commencement of Annuity Payments. (See "Termination
(Redemption)," page 8.) For 403(b) plan participants, partial and full
withdrawals (surrenders) may be subject to restrictions. (See "Section 403(b)
Plans and Arrangements," page 12.)

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," page 9.)

DEATH BENEFIT

In the event of a Participant's death prior to the Annuity
Commencement Date, a minimum death benefit may be provided. (See "Death Benefit
During Accumulation Period (Minimum Death Benefit)," page 7.)

<PAGE> 75

FEE TABLE

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

<TABLE>
<S> <C>
CONTRACT OWNER TRANSACTION EXPENSES

Sales Load Imposed on Purchases (as a percentage of contributions). . . . . . . . . . . 3.25%

Charge for Minimum Death Benefit Guarantee (as a percentage of contributions) . . . . . 0.75%

ANNUAL EXPENSES (as a percentage of average net assets)

Mortality and Expense Risk Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.00%

Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.62%*

TOTAL ANNUAL EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.45%
</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:

1 year $
3 years $
5 years $
10 years $

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 of these expenses, see "Charges and
Deductions," page 3. Expenses shown do not include premium taxes, which may be
applicable.

vii
<PAGE> 76

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 SAI.
The consolidated financial statements of The Travelers Insurance Company and
Subsidiaries are also contained in the SAI.
Refer to the cover of the Prospectus for information on obtaining a free copy of
the SAI.

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

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . $ .212 $ .205 $ .189 $ .184
Operating expenses. . . . . . . . . . . . . . . . . . . .175 .140 .115 .106
------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .037 .065 .074 .078
Unit Value at beginning of year . . . . . . . . . . . . 9.369 6.917 7.007 6.507
Net realized and change in unrealized gains (losses). . 1.965 2.387 (.164) .422
------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . $11.371 $ 9.369 $ 6.917 $ 7.007
======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . $ 2.00 2.45 (.09) .50
Ratio of operating expenses to average net assets . . . 1.70% 1.70% 1.65% 1.57%
Ratio of net investment income to average net assets. . .36% .79% 1.05% 1.15%
Number of units outstanding at end of year (thousands) 27,578 26,688 26,692 28,497
Portfolio turnover rate . . . . . . . . . . . . . . . . 85% 96% 103% 81%
Average Commission Rate Paid* . . . . . . . . . . . . . $ 0.47 --- -- --

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 . . . . . . . . . . . . . . . . $ 2.16 .208 $ .192 $ .189
Operating expenses. . . . . . . . . . . . . . . . . . . .154 .123 .100 .092
------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .062 .085 .092 .097
Unit Value at beginning of year . . . . . . . . . . . . 9.668 7.120 7.194 6.664
Net realized and change in unrealized gains (losses). . 2.033 2.463 (.166) .433
------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . $11,763 $ 9.668 $ 7.120 $ 7.194
======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . $ 2.10 2.55 (.07) .53
Ratio of operating expenses to average net assets . . . 1.45% 1.45% 1.41% 1.33%
Ratio of net investment income to average net assets. . .60% 1.02% 1.30% 1.40%
Number of units outstanding at end of year (thousands). 16,554 17,896 19,557 21,841
Portfolio turnover rate . . . . . . . . . . . . . . . . 85% 96% 103% 81%
Average Commission Rate Paid* . . . . . . . . . . . . . .047 -- -- --

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 . . . . . . . . . . . . . . . . . 0.90 .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* . . . . . . . . . . . . . -- -- -- -- --

CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1992 1991 1990 1989 1988
------- ------- ------- ------- -------
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.

<PAGE> 77

DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNT

THE INSURANCE COMPANY

The Travelers Insurance Company (the "Company") is a stock insurance
company chartered in 1864 in Connecticut and continuously engag ed in the
insurance business since that time. It is licensed to conduct l ife insurance
business in all states of the United States, the District of Co lumbia, Puerto
Rico, Guam, the U.S. and British Virgin Islands, and the Bahama s. 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 ACCOUNT

Account GIS, the Separate Account available under the Variable Annuity
contract 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 Account GIS ar e subject to the
provisions of Section 38a-433 of the Connecticut General Statut es which
authorizes the Connecticut Insurance Commissioner to adopt regu lations under
it. The Section contains no restrictions on investments of Account GIS, and the
Commissioner has adopted no regulations under the Section that affect Account
GIS.

Account GIS was established on September 22, 1967. Al though an
integral part of the Company, Account GIS is registered with th e SEC as a
diversified, open-end management investment company under the 1940 Act. The
assets of Account GIS are invested directly in securities (such as stocks, bonds
or money market instruments) which are compatible with its stated investment
policy. The fundamental investment policies of Account GIS are described in this
Prospectus. 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.

GENERAL

Under Connecticut law, the assets of the Separate Account 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 Account. The assets in the
Separate Account 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.

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

INVESTMENT OBJECTIVE

The basic investment objective of Account GIS is the selection of
investments from the point of view of an investor concerned primarily with
long-term accumulation of principal through capital appreciation and retention
of net investment income. This principal objective does not preclude the
realization of short-term gains when conditions would suggest the long-term goal
is accomplished by such short-term transactions. The assets of Account GIS
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

1
<PAGE> 78

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.

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.

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> 79

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).

MANAGEMENT

The investments and administration of Account GIS are under the
direction of the Board of Managers. Subject to the authority of the Board of
Managers, The Travelers Asset Management International Corporation ("TAMIC")
furnishes investment management and advisory services to Account GIS. The
Travelers Investment Management Company ("TIMCO") provides subadvisory services
to Account GIS in connection with the day to day operations of the Account.
Additionally, the Board of Managers 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
Account GIS.

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

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. TIMCO acts as
investment adviser (or subadviser) for other investment companies which serve as
the funding media for certain variable annuity and variable life insurance
contracts offered by the Company and The Travelers Life and Annuity Company; as
well as for individual and pooled pension and profit-sharing accounts, and
affiliated companies of the Company.

CHARGES AND DEDUCTIONS

Charges under the Contract described in this Prospectus are assessed
in two ways: (1) as deductions from Contributions for sales and administrative
expenses, minimum death benefits and applicable premium taxes; and (2) as
charges to Account GIS for investment advisory services and the assumption of
mortality and expense risks.

DEDUCTIONS FROM CONTRIBUTIONS

CASH PURCHASE. A deduction of 4% (4.17% of the amount invested) will
be made from each Contribution when received, of which 3.25% will be for sales
expenses and .75% will be for the minimum death benefit, in the event of a
Participant's death prior to retirement. There is no charge for administrative
expenses. (See "Death Benefit during Accumulation Period (Minimum Death
Benefit)," page 7.) The Company agrees that the deduction of 4% will not be
increased with respect to Contributions made on behalf of a Participant in any
year not in excess of double the Contribution in the first year of
participation, although they may be increased on Contributions in excess of such
amount. The deduction for sales expenses may, however, be decreased by the
application of experience rating credits. Total deductions on Contributions
received after June 30, 1977, for contracts issued prior to July 1, 1977, are
reduced from 6% to 4%.

3
<PAGE> 80

PROCEEDS FROM CERTAIN INSURANCE CONTRACTS. A total deduction of 3%
(3.09% of the amount invested) (consisting of 1% for sales expenses, 1.25% for
administrative expenses and 0.75% for the minimum death benefit) is applicable
to Contributions made under group Variable Annuity contracts where such
Contributions were derived from (i) surrender or conversion of contracts with
the Company or any of its insurance affiliates which, immediately prior to such
surrender or conversion, were held by the Contract Owner or beneficiary under a
retirement program qualified under Sections 401, 403(a), 403(b) or other
provisions of the Code allowing similar tax treatment or the proceeds of these
contracts are otherwise eligible, or (ii) amounts payable by the Company or any
of its insurance affiliates as lump sum cash distributions under insurance
contracts (but does not include loan proceeds).

Administrative expenses include, but are not limited to, payment of
expenses for salaries, rent, postage, telephone, travel, legal, actuarial and
accounting fees, office equipment and stationery, auditing fees and expenses,
and fees and expenses of the Board of Managers of Account GIS. The charge for
administrative expenses is designed only to reimburse the Company for its actual
administrative expenses, and the Company does not expect to recover from the
charge or any modification thereof any amount above its accumulated expenses in
administering these contracts. (See "Distribution of Variable Annuity
Contracts," page 16.)

GROUP EXPERIENCE RATING IN THE DISCRETION OF THE COMPANY. The Variable
Annuity contracts are nonparticipating and do not share in the surplus of the
Company; however, each Variable Annuity contract provides for experience rating.
The experience credit will be determined annually upon every contract
anniversary on the basis of actual costs compared with the amounts deducted for
sales and administrative expenses. If such costs exceed the amount deducted, no
additional deduction will be made from the Participant's individual account. If,
however, the amount deducted for such expenses exceeds actual costs, the
Company, in its sole discretion, may allocate all, a portion or none of such
excess as an experience rating credit. Application of the credit due each
Participant will be made within the contract year immediately following the
period with respect to which the credit was declared in one of two ways, as
determined by the Company: (a) by a reduction in the amount deducted from
subsequent Contributions for sales and administrative expenses; or (b) by the
crediting of a number of additional accumulation units or annuity units, as
applicable, equal in value to the amount of the credit due less any applicable
premium taxes. Credits due to Participants will be applied without deduction of
any amounts for sales or administrative expenses. No such credits have been
applied to date.

INVESTMENT ADVISORY FEES

For furnishing investment management and advisory services to Account
GIS, TAMIC receives an amount equivalent on an annual basis to the following:

ANNUAL AGGREGATE
MANAGEMENT NET ASSET VALUE
FEE 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>

These advisory fees will be deducted on each valuation date.

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

ANNUAL AGGREGATE
SUB-ADVISORY NET ASSET VALUE
FEE 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
Account GIS, 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 under the contract 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 the Annuitant lives and regardless of how long all Annuitants as a
group live. This assures an Annuitant that neither longevity nor an improvement
in life expectancy generally will have any adverse effect on the monthly Annuity
Payments received under the contract and relieves the Annuitant from the risk of
outliving the funds accumulated for retirement.

4
<PAGE> 81

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

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 liability under state
law.

THE VARIABLE ANNUITY

The group Variable Annuity contract described in this Prospectus is
only for use in connection with (1) plans qualified under Section 401(a) or
403(a) of the Code (corporate pension and profit-sharing), and (2) annuity
purchase plans adopted by public educational organizations and certain
tax-exempt organizations pursuant to Section 403(b) of the Code. The Variable
Annuity contract is a master group contract issued to the Owner and which covers
all Participants, each of whom receives a certificate which summarizes the
provisions of the master group contract and evidences participation in the plan
adopted by the particular Owner. Some rights or benefits (except for the Owner's
or Participant's right to redeem, as applicable) under the contract may be
restricted by the plan under which the contract is issued. The Owner is
responsible for providing all interpretations of plan provisions that may be
applicable, and the Company will accept any direction of the Owner in this
regard. Maximum and minimum Contributions which may be made on behalf of any
Participant are set forth by the terms of each employer's plan and the Variable
Annuity contract.

MODIFICATION OF THE VARIABLE ANNUITY CONTRACTS BY THE COMPANY

The Variable Annuity contract provides that it cannot be modified by
the Company (except with approval of the Owner) until it has been in force for
at least three years. After the first three contract years, the Company may
modify any provisions of the master group contract without the approval of
Participants. However, no modifications can affect Annuitants in any manner
without their written consent, unless such modification is deemed by the Owner
to be necessary to give the Owner or Annuitants the benefit of federal or state
statutes or Treasury Department rules or regulations.

Moreover, with respect to annuity purchase rates, minimum death
benefits, charges to Account GIS, and deductions from Contributions for sales
and administrative expenses and minimum death benefits, the provisions which are
in effect at the time of a Participant's entry into the plan will continue to be
applicable to all Contributions made by him or on his behalf in any year,
provided such Contributions do not exceed two times the first annual
Contribution made by him or on his behalf. Any Contribution made by or on behalf
of a Participant in any one year which exceeds two times the first annual
Contribution will be subject to the benefits and deductions discussed above
which are applicable to new entrants into the plan in the year such amount is
first contributed, as long as such amount is continuously contributed (i.e.,
contributed in each and every year thereafter).

5
<PAGE> 82

ASSIGNMENT

Assignment by a Participant of his interest in his individual account
under a Variable Annuity contract is prohibited. This prohibition is necessary
in order for the plan under which the contract is sold to qualify for favorable
tax treatment afforded to H.R.10, corporate pension and profit-sharing and
Section 403(b) plans. (See "Federal Tax Considerations," page 12.)

SUSPENSION

Any Variable Annuity contract may be suspended at the option of the
Company if the Owner has failed to remit to the Company the Contributions
specified in the plan, or if the Company has given written notice to the Owner
of suspension because the number of Participants covered by the group Variable
Annuity contract has become less than the minimum established in the contract.
The Variable Annuity contract shall also be suspended upon 90 days' written
notice by the Owner to the Company. Upon any such suspension, no further
Contributions will be accepted by the Company, and each Participant may leave
his individual account in force under the Variable Annuity contract or exercise
any other options which are available under the plan. (See "Termination
(Redemption)," page 8.)

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 the Separate Account the corresponding Accumulation Unit Value as of the date
of the report. The Company will keep all records required under federal or state
laws.

FEDERAL AND STATE INCOME TAX WITHHOLDING

The federal tax law requires income tax withholding on distributions
from pension plans and annuity contracts, unless the Owner, Participant or
beneficiary elects not to have withholding apply. Some states also require
withholding from pension and annuity payments unless the Owner, Participant or
beneficiary elects not to have withholding apply. (For further information on
federal withholding, see "Federal Income Tax Withholding," page 13.)

ACCUMULATION PROVISIONS

CREDITING ACCUMULATION UNITS

During the accumulation period--the period before the commencement of
Annuity Payments--the Company deducts from Contributions a total of 4% (plus any
applicable premium taxes). (See "Deductions from Contributions," page 3.) The
balance of the Contribution is credited to the Participant's account in the form
of Accumulation Units at the value next calculated after the Contribution is
received. The number of Accumulation Units credited to an account is determined
by dividing the amount credited to the account by the current value of an
Accumulation Unit.

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The number of Accumulation Units so determined shall not be changed by
any subsequent change in the value of an Accumulation Unit, but the dollar value
of an Accumulation Unit will vary depending upon the investment experience of
Account GIS.

VALUATION OF A PARTICIPANT'S ACCOUNT

The value of a Participant's account at any time prior to the
commencement of Annuity Payments can be determined by multiplying the total
number of Accumulation Units credited to his account by the current Accumulation
Unit value. The Participant bears the investment risk. Market values may
decline, and there is no assurance that the value of a Participant's account
will equal or exceed the Contributions made on his behalf. Each Participant will
be advised periodically of the number of Accumulation Units credited to his
account, the current Accumulation Unit Value, and the total value of his
account. A Participant may, at any time, obtain from the Company the latest
computed value of an Accumulation Unit.

ACCUMULATION UNIT VALUE

The dollar value of an Accumulation Unit was initially established at
$1. The value of an Accumulation Unit on any Valuation Date is determined by
multiplying the value of an Accumulation Unit on the immediately preceding
Valuation Date by the net investment factor (described below) for the Valuation
Period just ended. The value of an Accumulation Unit on a day other than a
Valuation Date is equal to its value on the next succeeding Valuation Date. The
value of an Accumulation Unit may increase or decrease.

NET INVESTMENT FACTOR

At each Valuation Date a gross investment rate for the Valuation
Period then ended is determined from the investment performance of Account GIS
for the Valuation Period. Such rate is equal to (a) the investment income for
the Valuation Period, plus capital gains and minus capital losses for the
period, whether realized or unrealized, less a deduction for any applicable
taxes arising from the income and realized or unrealized capital gains
attributable to Account GIS, divided by (b) the net asset value of Account GIS
at the beginning of the Valuation Period. At the present time, no federal taxes
are deducted from Account GIS. (See "Federal Tax Considerations," page 11.) The
gross investment rate may be positive or negative.

The net investment rate for the Valuation Period is then determined by
deducting from the gross investment rate a charge of .0000398% (1.452% on an
annual basis) for each day of the Valuation Period. This deduction is made by
the Company for investment advisory services and for mortality and expense risks
assumed. The net investment factor for the Valuation Period is then calculated
as 1.000000 plus the net investment rate for the period.

Since the net investment rate may be negative if the combined capital
losses and specified deductions for taxes and charges exceed the investment
income and capital gains, the net investment factor may be less than 1.000000,
and the value of an Accumulation Unit on any Valuation Date may be less than the
value on the previous Valuation Date.

DEATH BENEFIT DURING ACCUMULATION PERIOD (MINIMUM DEATH BENEFIT)

The Variable Annuity contract provides that, in the event of a
Participant's death prior to the Annuity Commencement Date, unless otherwise
provided in the plan, the beneficiary will receive the accumulated value of the
Participant's individual account determined as of the next Valuation Date after
due proof of death is received by the Company. Further, if such death occurs
before the Annuity Commencement Date and before the Participant's 65th birthday,
unless otherwise provided in the plan, the beneficiary will receive 100% of all
Contributions made on behalf of the Participant or the value of his individual
account, whichever is greater, less the amount of any partial surrenders, and
less any applicable premium taxes not previously deducted. For a Participant who
enters the plan

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after his 65th birthday, the deduction for the minimum death benefit will not be
made. The death benefit will be payable within seven days of receipt of such due
proof of death and may be taken in one sum or in accordance with the settlement
options in the Company individual variable annuities then being issued, if any,
as are available under the Plan. (For benefits after the commencement of Annuity
Payments, see "Annuity Options," page 9.)

TERMINATION (REDEMPTION)

The Participant or the Owner, as provided by the Plan, may surrender
(redeem), in whole or in part, the Participant's account for its net asset value
prior to the Annuity Commencement Date. (For federal income tax consequences of
a surrender for cash, see "Federal Tax Considerations," page 11.) Once Annuity
Payments have commenced, the Annuitant cannot surrender his annuity benefit and
receive a cash settlement in lieu thereof. The amounts received by a
Participant, either as a cash settlement or as Annuity Payments, may be more or
less than the original cost (the Contributions made on his behalf) depending on
the value of his account at the time of payment.

No benefits attributable to Contributions received for Participants
under contracts issued in conjunction with the Texas Optional Retirement Program
are payable unless the Participant dies, accepts retirement or terminates
employment in the Texas public institution of higher education as provided in
the Texas Optional Retirement Program.

For Participants in Section 403(b) tax deferred annuity plans, a cash
surrender may not be made from certain salary reduction amounts prior to age 59
1/2, separation from service, death, disability or hardship. (See "Section
403(b) Plans and Arrangements," page 11.)

Surrender is effected by sending a written request for surrender in
the proper form (including the appropriate countersignature of an agent of the
Company) to the Company's Home Office. When the request is for a full surrender,
the request is to be accompanied by the Certificate of Participation. The cash
surrender value shall be computed as of the close of business of the New York
Stock Exchange next occurring after receipt of the written request in the mail
at the Company's Home Office, and shall be reduced by any applicable premium
taxes not previously deducted, if due as a result of the surrender. Payment of
the surrender value will be made within seven days after the surrender date.

In addition to the individual's right to surrender his account and
receive the value thereof in cash, elective options may also be available upon
the termination of Contributions made by or on behalf of a Participant. For
example, the Participant may have one or more of the following options:

(a) If the Participant is at least 50 years of age, he may elect to
have his individual account applied to provide fixed or variable
Annuity Payments or a combination thereof commencing immediately
under the selected Annuity Option. (See "Annuity Options," page
9.)

(b) A Participant may elect to leave his individual account in force
under the group contract, and the account will continue to
participate in the investment results of Account GIS. When the
originally selected Annuity Commencement Date arrives, the
Participant will begin to receive Annuity Payments under the
selected option. (See "Annuity Options," page 9.) At any time
prior to the commencement of Annuity Payments, a Participant may
surrender his individual account for cash.

(c) If the Participant becomes an employee of another employer which
has a similar Variable Annuity contract in force with the Company,
he may elect to transfer his individual account to the other
contract.

Normally, option (b) will automatically apply unless a written
election is filed with the Company, and one of the other options may
subsequently be selected by the Participant.

PAYOUT PROVISIONS

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GENERAL

Annuity Payments are determined on the basis of (a) the mortality
table specified in the Variable Annuity contract, which reflects the age of the
Annuitant, (b) the type of Annuity Payment option selected, and (c) the
investment performance of Account GIS. The amount of the Annuity Payments will
not be affected by adverse mortality experience or by an increase in the
expenses of the Company, in excess of the expense deductions provided for in the
contract. The Annuitant will receive the value of a fixed number of Annuity
Units each month. The value of such units and thus the amount of the monthly
Annuity Payments will, however, reflect investment gains and losses and
investment income occurring both before and after the commencement of Annuity
Payments, and thus the payments will vary with the investment experience of the
assets of Account GIS.

ELECTING THE ANNUITY COMMENCEMENT DATE AND FORM OF ANNUITY

Annuity Payments will ordinarily begin on the Annuity Commencement
Date stated in the contract. However, a later Annuity Commencement Date may be
elected. The Annuity Commencement Date must be before the Annuitant's 70th
birthday, unless the Company consents to a later date. Federal income tax law
requires the Annuitant to commence certain minimum distribution payments from
pension, profit-sharing and Section 403(b) plans after age 70 1/2. The
Participant also selects, in accordance with the plan, an Annuity Option.
Subsequent changes in the Annuity Option selected can be made up to 30 days
prior to the Annuity Commencement Date. The contract provides four optional
annuity forms, described below, each of which may be selected on either a fixed
dollar annuity or variable annuity basis, or a combination thereof. Those sums
applied in a way which provides fixed dollar annuity benefits will be allocated
to a general account and will not be affected by the investment performance of
the assets of Account GIS. Because of certain Code requirements with respect to
minimum and maximum retirement ages and the rate of payment of benefits, a plan
may specify a minimum and maximum age at which Annuity Payments may commence and
may limit either the number of certain monthly payments which may be elected or
the election of a joint and last survivor annuity where the contingent Annuitant
is other than a spouse. In such instance, the accumulated amount in Account GIS
will be applied to provide variable Annuity Payments under such option, and any
amount accumulated for a fixed dollar annuity will be applied to provide fixed
Annuity Payments under such option. The minimum first monthly Annuity Payment
(on a fixed or variable basis) is $20. If at any time the Annuity Payments are
or become less than $20, the Company has the right to change the frequency of
payment to intervals that will result in payments of at least $20.

Once Annuity Payments have commenced, the account cannot be
surrendered for cash during the lifetime of the Annuitant. The rights of the
beneficiary, if any, are as stated in the various options below. The amount
received as Annuity Payments may be more or less than the original cost (the
Contributions).

ANNUITY OPTIONS

AUTOMATIC OPTION--If the contract was issued in connection with (1) an
annuity purchase plan adopted by a 501(c)(3) organization in accordance with
Section 403(b), or (2) a plan qualified under Sections 401(a) or 403(a), and no
election has been made, the Company will, on the Annuity Commencement Date if
the Participant is then living and has a spouse, pay to the Participant the
first of a series of Annuity Payments based on the life of the Participant 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.

If the contract was issued in connection with an annuity purchase plan
adopted by a public educational organization in accordance with Section 403(b)
and no election has been made, the Company will, on the Annuity Commencement
Date if the Participant is then living, 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.

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OPTION 1--LIFE ANNUITY: The Company will make monthly Annuity Payments during
the lifetime of the Annuitant, terminating with the last monthly payment
preceding the death of the Annuitant. This option offers the maximum level of
monthly payments 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 prior to the
due date of the second Annuity Payment, two if the Annuitant died before the
third Annuity Payment, etc.

OPTION 2--LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN: The
Company will make monthly Annuity Payments during the lifetime of the Annuitant,
with the provision that if, at the death of the Annuitant, payments have been
made for less than 120, 180 or 240 months, as elected, Annuity Payments will be
continued during the remainder of such period to the beneficiary designated by
the Owner. If the beneficiary so elects or should die while receiving Annuity
Payments, the present value of the remaining Annuity Payments shall be paid in
one sum to the beneficiary or his estate, as the case may be.

OPTION 3--UNIT REFUND LIFE ANNUITY: The Company will make monthly Annuity
Payments during the lifetime of the Annuitant, terminating with the last payment
due prior to the death of the Annuitant, provided that the beneficiary will then
receive an additional payment of the current dollar value of the number of
Annuity Units (described below) equal to (a) minus (b) (if such difference is
positive) where (a) is the total amount applied under the option at the Annuity
Commencement Date divided by the Annuity Unit Value for the Annuity Commencement
Date, and (b) is the number of Annuity Units represented by each monthly Annuity
Payment made times the number of monthly Annuity Payments made.

OPTION 4--JOINT AND LAST SURVIVOR LIFE ANNUITY: The Company will make monthly
Annuity Payments during the joint lifetime of the Annuitant and a designated
second person, and thereafter during the remaining lifetime of the survivor.

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

ANNUITY UNIT VALUE

The value of an Annuity Unit was initially established at $1. The
value of an Annuity Unit as of any Valuation Date is determined 14 days in
advance in order to allow adequate time for the required calculations and the
mailing of 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 value of an Annuity Unit on a Valuation Date is
equal to the value for an Annuity Unit on the preceding Valuation Date
multiplied by (a) and divided by (b), where (a) is the net investment factor for
the Valuation Period ending 14 days prior and (b) is the assumed net investment
factor for that Valuation Period based on a 3.5% annual assumed rate. The
assumed net investment factor for a Valuation Period of one day is 1.0000942,
and for a Valuation Period of two days is 1.0000942 x 1.0000942.

The value of an Annuity Unit on a day other than a Valuation Date is
equal to its value on the next following Valuation Date.

DETERMINATION OF FIRST ANNUITY PAYMENT

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When Annuity Payments commence, the value of the contract is equal to
the product of the Accumulation Unit Value on the Valuation Date approximately
two weeks prior to the Annuity Commencement Date and the number of Accumulation
Units credited to the contract as of the Annuity Commencement Date, less any
applicable premium taxes not previously deducted. (See "Premium Tax," page 5.)

The contract contains tables indicating the dollar amount of the first
monthly payment under each form of Variable Annuity for each $1,000 of value of
the contract. The amount of the first monthly payment depends on the form of
annuity and adjusted age of the Annuitant. A formula for determining the
adjusted age is contained in the contract. The tables are determined from the
Progressive Annuity Table assuming births in the year 1900 and an assumed annual
net investment rate such as 3.5%. The total first monthly Annuity Payment is
determined by multiplying the benefit per $1,000 of value shown in the tables in
the contract by the number of thousands of dollars of value of the contract.

If a greater first monthly payment would result, the Company will
compute the first monthly payment on the same mortality basis as used in
determining such payments under Variable Annuity contracts then being issued by
the Company for a similar class of Annuitants.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS

The dollar amount of the first monthly Annuity Payment, determined as
described above, is translated into Annuity Units by dividing that amount by the
value of an Annuity Unit for the due date of the first Annuity Payment. This
number of Annuity Units remains fixed during the annuity period, and in each
subsequent month the dollar amount of the Annuity Payment is determined by
multiplying this fixed number of Annuity Units by the then current value of an
Annuity Unit.

The interest rate assumed in the mortality 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 the net investment rate will be as high
as the assumed rate. A higher interest rate assumption would mean a higher
initial payment, but more slowly rising subsequent payments or more rapidly
falling subsequent payments. A lower assumption would have the opposite effect.

FEDERAL TAX CONSIDERATIONS

GENERAL

The Company is taxed as a life insurance company under Subchapter L of
the Code. The operations of Account GIS form a part of the Company's total
operation 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.

SECTION 403(b) PLANS AND ARRANGEMENTS

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

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

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

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

QUALIFIED PENSION AND PROFIT-SHARING PLANS

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

Distributions in the form of Annuity or Income Payments are taxable to
the participant or beneficiary as ordinary income in the year of receipt. Any
distribution that is considered the Participant's "investment in the contract"
is treated as a return of capital and is not taxable. Payments under Income
Option 3 are taxable in full. Certain lump sum distributions described in
Section 402 of the Code may be eligible for special ten-year forward averaging
treatment for individuals born before January 1, 1936. All individuals may be
eligible for favorable five-year forward averaging of lump sum distributions.
Certain eligible rollover distributions including most partial and full
surrenders or term-for-years distributions of less than ten 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.

THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974

Under the Employee Retirement Income Security Act of 1974 ("ERISA"),
as amended, certain special provisions may apply to the contract if the Owner of
a Section 403(b) plan contract or certain other tax-benefited contracts requests
that the contract be issued to conform to ERISA or if the Company has notice
that the contract was issued pursuant to a plan that is subject to ERISA.

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

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

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The Company intends to administer all contracts to which ERISA applies
in a manner consistent with the direction of the plan administrator regarding
the provisions of the plan, in accordance with applicable law.

Because these requirements differ according to the plan, a person
contemplating the purchase of an annuity contract should consider the provisions
of the plan.

FEDERAL INCOME TAX WITHHOLDING

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

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

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

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

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

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

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.

VOTING RIGHTS

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

The number of votes which 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. Account GIS is also used to
fund certain other Variable Annuity contracts; votes attributable to such other
annuities are computed in an analogous manner.

During the accumulation period, a Participant covered by a contract
issued in connection with an H.R.10 plan will have the right to instruct the
Owner with respect to all votes attributable to such Participant's individual
account. A Participant under a Section 403(b) plan will be deemed the Owner of
the contract for the purpose of exercising voting rights attributable to
Contributions made on behalf of such Participant. A Participant covered by a
contract issued in connection with a corporate pension and profit-sharing plan
will have the right to instruct the Owner with respect to votes attributable to
Contributions made by the Participant and with respect to any additional votes
which are authorized by the terms of the Plan, if any; other votes under such
contracts may be cast by the Owner in its sole discretion. During the annuity
period, every Participant will have the right to instruct the Owner with respect
to all votes attributable to the amount of assets established in Account GIS to
meet the annuity obligations related to such Participant. Each Participant
having the right to instruct an Owner with respect to any votes shall receive a
statement of the number of votes, including fractional votes, attributable to
him and stating his rights to instruct the Owner how such votes shall be cast.
The Company will provide proxy materials to the Owner for distribution to
Participants or will mail such materials directly to the Participants, if
requested by the Owner.

14
<PAGE> 91

Each Owner will cast the votes for which instructions from
Participants have been received in accordance with such instructions; and votes
for which Participants were entitled to instruct the Owner but for which the
Owner has received no instructions shall 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.

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

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the contracts in all jurisdictions where
the Company is licensed to do business, except Puerto Rico and the Bahamas. The
contracts will be sold by agents who are licensed by state insurance authorities
to sell variable annuity contracts issued by the Company, and who are also
registered representatives of broker-dealers which have Selling Agreements with
Tower Square Securities, Inc. ("Tower Square"). Tower Square, whose principal
business address is One Tower Square, Hartford, Connecticut, serves as the
principal underwriter for the variable annuity contracts described herein. Tower
Square is registered as a broker-dealer with the SEC under the Securities
Exchange Act of 1934, and is a member of the National Association of Securities
Dealers, Inc. ("NASD"). Tower Square is an affiliate of the Company and an
indirect wholly owned subsidiary of Travelers Group Inc., and serves as
principal underwriter pursuant to a Distribution and Underwriting Agreement to
which Account GIS, 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 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.

15
<PAGE> 92

LEGAL PROCEEDINGS AND OPINIONS

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

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

16
<PAGE> 93

APPENDIX

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

Description of The Travelers and the Separate Account

The Insurance Company

The Separate Account

Investment Objective and Policies

The Travelers Growth and Income Stock Account for Variable Annuities

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

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-11161S), 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, and mail to: The Travelers Insurance Company, Annuity Services, One
Tower Square, Hartford, Connecticut 06183-5030, Attention: Manager

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

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

17
<PAGE> 94

THIS PAGE INTENTIONALLY LEFT BLANK.

18
<PAGE> 95

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES

Group Variable Annuity Contracts

Issued By

THE TRAVELERS INSURANCE COMPANY

Pension and Profit-Sharing Plans
Section 403(b) Plans

L-11161 TIC Ed. 5-98
Printed in U.S.A.

<PAGE> 96

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

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

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

GROUP VARIABLE ANNUITY CONTRACTS

issued by

THE TRAVELERS INSURANCE COMPANY

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

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

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

This Prospectus sets forth concisely the information about
Account GIS and Account QB (the "Separate Accounts") that you should know
before investing. Please read it and retain it for future reference.
Additional information about the Separate Accounts is contained in a Statement
of Additional Information ("SAI") dated May 1, 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 800-422-3985. 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 TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii

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

FEE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
CONDENSED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . C-1

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

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

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

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

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

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

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

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

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

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

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

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

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

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

i
<PAGE> 98
<TABLE>
<S> <C>
Reinvestment Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Transfer Between Separate Accounts . . . . . . . . . . . . . . . . . . . . 11
Distribution from One Account to Another Account . . . . . . . . . . . . . 11

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

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

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

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

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

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

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

APPENDIX A - Contents of the Statement of Additional Information . . . . . . . . 18

</TABLE>

ii
<PAGE> 99
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> 100
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.

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.

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

iv
<PAGE> 101

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.

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

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

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

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

Premium taxes may apply to annuities in a few states. These taxes
currently range from 0.5% to 5.0%, depending upon jurisdiction. The Company
will deduct any applicable premium tax from the Contract Value, either upon
death, surrender, or annuitization, or at the time Purchase Payments are made
to the Contract, but no earlier than when the Company has a tax liability under
state law. (See "Premium Tax.")

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

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

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

VOTING RIGHTS

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

OTHER PROVISIONS

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

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

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%.

v
<PAGE> 102
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 . . . . . . . . . . . . . . . . . . . . . 1.45% 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
3 years
5 years
10 years
</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
3 years
5 years
10 years
</TABLE>

The purpose of the Fee Table is to assist Contract Owners in understanding
the various costs and expenses that a Contract Owner will bear directly or
indirectly. For more complete descriptions of the various costs and expenses,
including possible waivers or reductions of these expenses, see "Charges and
Deductions," and "Surrender Charge." Expenses shown do not include premium
taxes which may be applicable.

vi
<PAGE> 103
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

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

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992 1991
-------- -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . . $ .212 $.205 $.189 $.184 $.188 $.198
Operating expenses . . . . . . . . . . . . . . . . . . . . .175 .140 .115 .106 .098 .091
-------- ------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . . .037 .065 .074 .078 .090 .107
Unit Value at beginning of year . . . . . . . . . . . . . . 9.369 6.917 7.007 6.507 6.447 5.048
Net realized and change in unrealized gains (losses). . . . 1.965 2.387 (.164) .422 (.030) 1.292
-------- ------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . . $11.371 $9.369 $6.917 $7.007 $6.507 $6.447
====== ====== ====== ====== ====== ======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . . $ 2.00 2.45 (.09) .50 .06 1.40
Ratio of operating expenses to average net assets . . . . . 1.70% 1.70% 1.65% 1.57% 1.58% 1.58%
Ratio of net investment income to average net assets . . . .36% .79% 1.05% 1.15% 1.43% 1.86%
Number of units outstanding at end of year (thousands) 27,578 26,688 26,692 28,497 29,661 26,235
Portfolio turnover rate . . . . . . . . . . . . . . . . . . 85% 96% 103% 81% 189% 319%
Average Commission Rate Paid* . . . . . . . . . . . . . . . $0.47 -- -- -- -- --

CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992 1991
-------- -------- ------- ------- ------- ------- -------
Total investment income . . . . . . . . . . . . . . . . . . $ .216 .208 $.192 $.189 $.192 $.201
Operating expenses . . . . . . . . . . . . . . . . . . . . .154 .123 .100 .092 .085 .077
-------- ------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . . .062 .085 .092 .097 .107 .124
Unit Value at beginning of year . . . . . . . . . . . . . . 9.668 7.120 7.194 6.664 6.587 5.145
Net realized and change in unrealized gains (losses) . . . 2.033 2.463 (.166) .433 (.030) 1.318
-------- ------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . . $11,763 $9.668 $7.120 $7.194 $6.664 $6.587
====== ====== ====== ====== ====== ======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . . $ 2.10 2.55 (.07) .53 .08 1.44
Ratio of operating expenses to average net assets . . . . . 1.45% 1.45% 1.41% 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets . . . .60% 1.02% 1.30% 1.40% 1.67% 2.11%
Number of units outstanding at end of year (thousands) 16,554 17,896 19,557 21,841 22,516 24,868
Portfolio turnover rate . . . . . . . . . . . . . . . . . . .85% 96% 103% 81% 189% 319%
Average Commission Rate Paid* . . . . . . . . . . . . . . . .047 -- -- -- -- --

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

CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1990 1989 1988
-------- ------- -------
Total investment income . . . . . . . . . . . . . . . . . . $ .199 $ .191 $ .168
Operating expenses . . . . . . . . . . . . . . . . . . . . .069 .066 .053
-------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . . . .130 .125 .115
Unit Value at beginning of year . . . . . . . . . . . . . . 5.383 4.250 3.642
Net realized and change in unrealized gains (losses) . . . (.368) 1.008 .493
-------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . . . . $5.145 $5.383 $4.250
====== ====== ======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . . (.24) 1.13 .61
Ratio of operating expenses to average net assets . . . . . 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets . . . 2.50% 2.56% 2.85%
Number of units outstanding at end of year (thousands) 28,053 31,326 35,633
Portfolio turnover rate . . . . . . . . . . . . . . . . . . 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.

1
<PAGE> 104

CONDENSED FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983.
SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>

Total investment income . . . . . . . . . . . . . . . . . . . . . . $ .368 $.319 $.310 $.299 $.311
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .078 .073 .069 .067 .061
------ ------ ------ ------ ------
Net investment income . . . . . . . . . . . . . . . . . . . . . . . .290 .246 .241 .232 .250
Unit Value at beginning of year . . . . . . . . . . . . . . . . . . 4.894 4.274 4.381 4.052 3.799
Net realized and change in unrealized gains (losses). . . . . . . . (.124) .374 (.348) .097 .003
------ ------ ------ ------ ------
Unit Value at end of year . . . . . . . . . . . . . . . . . . . . . $5.060 $4.894 $4.274 $4.381 $4.052
====== ====== ====== ====== ======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . . . . . . $ .17 .62 (.11) .33 .25
Ratio of operating expenses to average net assets . . . . . . . . . 1.57% 1.57% 1.57% 1.57% 1.58%
Ratio of net investment income to average net assets . . . . . . . 5.87% 5.29% 5.62% 5.41% 6.38%
Number of units outstanding at end of year (thousands) . . . . . . 24,804 27,066 27,033 28,472 20,250
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . 176% 138% 27% 24% 23%

CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992
---- ------ ------ ------- ------- -------
Total investment income . . . . . . . . . . . . . . . . . . . . . . $ .379 $ .328 $ .318 $ .306 $ .317
Operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . .067 .063 .059 .058 .050
------ ------ ------ ------ ------
Net investment income . . . . . . . . . . . . . . . . . . . . . . . .312 .265 .259 .248 .267
Unit Value at beginning of year . . . . . . . . . . . . . . . . . . 5.050 4.400 4.498 4.150 3.880
Net realized and change in unrealized gains (losses) . . . . . . . (.128) .385 (.357) .100 .003
------ ------ ------ ------ ------
Unit Value at end of year . . . . . . . . . . . . . . . . . . . . . $5.234 $5.050 $4.400 $4.498 $4.150
====== ====== ====== ====== ======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . . . . . . $ .18 .65 (.10) .35 .27
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 . . . . . . . 6.12% 5.54% 5.87% 5.66% 6.61%
Number of units outstanding at end of year (thousands). . . . . . . 8,549 9,325 10,694 12,489 13,416
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . 176% 138% 27% 24% 23%

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

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

SELECTED PER UNIT DATA * 1991 1990 1989 1988
------- ------ ------ ------
<S> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . . . . . . . . $ .304 $ .281 $ .270 $ .259
Operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . .048 .040 .035 .037
------ ------ ------ ------
Net investment income . . . . . . . . . . . . . . . . . . . . . . . .256 .241 .235 .222
Unit Value at beginning of year . . . . . . . . . . . . . . . . . . 3.421 3.181 2.892 2.728
Net realized and change in unrealized gains (losses) . . . . . . . .203 (.001) .054 (.058)
------ ------ ------ ------
Unit Value at end of year . . . . . . . . . . . . . . . . . . . . . $3.880 $3.421 $3.181 $2.892
====== ====== ====== ======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . . . . . . . .46 .24 29 .16
Ratio of operating expenses to average net assets . . . . . . . . . 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets . . . . . . . 7.09% 7.31% 7.60% 7.82%
Number of units outstanding at end of year (thousands). . . . . . . 14,629 16,341 18,248 21,124
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . 21% 41% 33% 17%
</TABLE>

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

<PAGE> 105

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

<PAGE> 106

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> 107
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> 108
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> 109
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. Travelers Investment Management Company ("TIMCO") provides subadvisory
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.

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.

5
<PAGE> 110
TAMIC, an indirect wholly owned subsidiary of Travelers Group Inc., is
a registered investment adviser which has provided investment advisory services
since its incorporation in 1978. TAMIC's principal offices are located at One
Tower Square, Hartford, Connecticut 06183. In addition to providing investment
advice to Account QB, TAMIC acts as investment adviser for other investment
companies used to fund variable annuity and variable life insurance products
offered by the Company and its affiliates, as well as for individual and pooled
pension and profit-sharing accounts, and domestic investment companies
affiliated with The Travelers, and nonaffiliated companies.

CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PURCHASE PAYMENTS

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

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

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

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

PREMIUM TAX

Certain state and local governments impose premium taxes. These taxes
currently range from 0.5% to 5.0% depending upon jurisdiction. The Company, in
its sole discretion and in compliance with any applicable state law, will
determine the method used to recover premium tax expenses incurred. The
Company will deduct any applicable premium taxes from the Contract Value either
upon death, surrender, annuitization, or at the time Purchase Payments are made
to the Contract, but no earlier than when the Company has a tax liability under
state law.

ANNUAL CONTRACT CHARGE

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

INVESTMENT ADVISORY FEES

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

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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>

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>

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

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

CHANGE OF CONTRACT

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

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

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

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an annuity under which Purchase Payments are paid to the Company and credited
to the Owner's contract to accumulate until retirement.

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

GENERAL BENEFIT DESCRIPTION

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

TERMINATION BY THE COMPANY AND TERMINATION AMOUNT

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

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

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

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

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

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

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

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

(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.

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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

REQUIRED REPORTS

As often as required by law, but at least once in each Contract Year
before the due date of the first Annuity Payment, the Company will furnish a
report which will show the number of Accumulation Units credited to the
contract in each Investment Alternative and the corresponding Accumulation Unit
Value as of the date of the report. The Company will keep all records required
under federal or state laws.

FEDERAL AND STATE INCOME TAX WITHHOLDING

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.

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ACCUMULATION UNIT VALUE

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

NET INVESTMENT RATE AND NET INVESTMENT FACTOR

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

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

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

CASH VALUE

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

CASH SURRENDER (REDEMPTION) OR WITHDRAWAL VALUE

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

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

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

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

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<PAGE> 115
effected no earlier than five years prior to the Participant's normal
retirement date, or as a death or disability benefit. The surrender charge
will reimburse the Company only for its actual administrative costs in
establishing group contracts.

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

REINVESTMENT PRIVILEGE

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

TRANSFER BETWEEN SEPARATE ACCOUNTS

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

DISTRIBUTION FROM ONE ACCOUNT TO ANOTHER ACCOUNT

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

No distribution will be allowed between Individual Accounts.

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

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

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consents to a later date. Federal income tax law requires that the Annuitant
commence certain minimum distribution payments from pension and profit-sharing
plans after the Participant reaches the age of 70 1/2, and that certain
patterns of payment be commenced or continued after the death of the Annuitant.
A number of payout options are available (see "Annuity Options" and "Income
Options.").

SEPARATE ACCOUNT ALLOCATION

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

DETERMINATION OF FIRST PAYMENT

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

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

ANNUITY UNIT VALUE

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

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

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

NUMBER OF ANNUITY UNITS

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

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Payments if the net investment rate remained constant at the assumed rate. In
fact, payments will vary up or down as the net investment rate varies up or
down from the assumed rate, and there can be no assurance that a net investment
rate will be as high as the assumed rate.

ANNUITY OPTIONS

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

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

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

OPTION 2--LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS ASSURED:
The Company will make monthly Annuity Payments during the lifetime of the
person on whose life payments are based, with the agreement that if, at the
death of that person, payments have been made for less than 120, 180 or 240
months, as elected, payments will be continued during the remainder of the
period to the beneficiary designated. The beneficiary may instead receive a
single sum settlement equal to the discounted value of the future payments with
the interest rate equivalent to the assumption originally used when the annuity
began.

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

OPTION 4--JOINT AND LAST SURVIVOR LIFE ANNUITY--NO REFUND: The
Company will make monthly Annuity Payments during the joint lifetime of the two
persons on whose lives payments are based, and during the lifetime of the
survivor. No further payments will be made following the death of the
survivor. It would be possible under this option to receive only one Annuity
Payment if both Annuitants died before the due date of the second Annuity
Payment, only two if they died before the third Annuity Payment, etc.

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

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

INCOME OPTIONS

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

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

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

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

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

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

ELECTION OF OPTIONS

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

14
<PAGE> 119
GENERAL

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

QUALIFIED PENSION AND PROFIT-SHARING PLANS

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

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

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

FEDERAL INCOME TAX WITHHOLDING

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

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

(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.

15
<PAGE> 120
2. OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)

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.

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 a Distribution and Underwriting
Agreements to which Accounts GIS and Account QB, the Company and Tower Square
are parties. No amounts have been or will be retained by Tower Square for
acting as principal underwriter for the Contracts.

16
<PAGE> 121
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.

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.

LEGAL PROCEEDINGS AND OPINIONS

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

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

17
<PAGE> 122
APPENDIX A

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

Description of The Travelers and the Separate Accounts
The Insurance Company
The Separate Accounts
Investment Objectives and Policies
The Travelers Growth and Income Stock Accounts for Variable
Annuities
The Travelers Quality Bond Account for Variable Annuities
Description of Certain Types of Investments and Investment Techniques
Available to the Separate Accounts
Writing Covered Call Options
Buying Put and Call Options Futures Contracts
Money Market
Instruments
Investment Management and Advisory Services
Advisory Fees
TIMCO
TAMIC
Valuation of Assets
Management
The Board of Managers
Distribution and Management Services
Securities Custodian
Independent Accountants
Financial Statements
- ------------------------------------------------------------------------------

Copies of the Statement of Additional Information dated May 1, 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:
-----------------------------------------------------------------------

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

18
<PAGE> 123

THIS PAGE INTENTIONALLY LEFT BLANK.

19
<PAGE> 124

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> 125
- ------------------------------------------------------------------------------

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

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

INDIVIDUAL VARIABLE ANNUITY CONTRACTS

issued by

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

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

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

This Prospectus sets forth concisely the information about the Separate Accounts
that you should know before investing. Please read it and retain it for future
reference. Additional information about the Separate Accounts is contained in a
Statement of Additional Information ("SAI") dated May 1, 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
860-422-3985. The Table of Contents of the SAI appears in Appendix A of this
Prospectus.

THE DATE OF THIS PROSPECTUS IS MAY 1, 1998.

<PAGE> 126

TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE> 127

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

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

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

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

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

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

<PAGE> 128

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.

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.

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> 129

PURCHASE PAYMENT: a gross amount paid to the Company under a variable annuity
contract during the accumulation period.

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

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

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

SUMMARY

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

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

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

<PAGE> 130

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.

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.")

<PAGE> 131

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 1.45% 1.32%
</TABLE>

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

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

<TABLE>
<CAPTION>
GIS QB
--- --
<S> <C> <C> <C>
1 year

3 years

5 years

10 years
</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 approve by shareholders on
April 27, 1998.

<PAGE> 132
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

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

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . $ .212 $ .205 $ .189 $ .184 $ .188 $ .198
Operating expenses . . . . . . . . . . . . . . . . . .175 .140 .115 .106 .098 .091
------- ------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . .037 .065 .074 .078 .090 .107
Unit Value at beginning of year . . . . . . . . . . . 9.369 6.917 7.007 6.507 6.447 5.048
Net realized and change in unrealized gains (losses). 1.965 2.387 (.164) .422 (.030) 1.292
------- ------- ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . $11.371 $ 9.369 $ 6.917 $ 7.007 $ 6.507 $ 6.447
======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . $ 2.00 2.45 (.09) .50 .06 1.40
Ratio of operating expenses to average net assets . . 1.70% 1.70% 1.65% 1.57% 1.58% 1.58%
Ratio of net investment income to average net assets. .36% .79% 1.05% 1.15% 1.43% 1.86%
Number of units outstanding at end of year (thousands) 27,578 26,688 26,692 28,497 29,661 26,235
Portfolio turnover rate . . . . . . . . . . . . . . . 85% 96% 103% 81% 189% 319%
Average Commission Rate Paid* . . . . . . . . . . . . $ .047 -- -- -- -- --
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . $ .216 .208 $ .192 $ .189 $ .192 $ .201
Operating expenses. . . . . . . . . . . . . . . . . . .154 .123 .100 .092 .085 .077
------- ------ ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . .062 .085 .092 .097 .107 .124
Unit Value at beginning of year . . . . . . . . . . . 9.668 7.120 7.194 6.664 6.587 5.145
Net realized and change in unrealized gains (losses). 2.033 2.463 (.166) .433 (.030) 1.318
------- ------ ------- ------- ------- -------
Unit Value at end of year . . . . . . . . . . . . . . $11.763 $9.668 $ 7.120 $ 7.194 $ 6.664 $ 6.587
======= ====== ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . $ 2.10 2.55 (.07) .53 .08 1.44
Ratio of operating expenses to average net assets . . 1.45% 1.45% 1.41% 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets. 60% 1.02% 1.30% 1.40% 1.67% 2.11%
Number of units outstanding at end of year (thousands) 16,554 17,896 19,557 21,841 22,516 24,868
Portfolio turnover rate . . . . . . . . . . . . . . . 85% 96% 103% 81% 189% 319%
Average Commission Rate Paid* . . . . . . . . . . . . $ .047 --- -- -- -- --
</TABLE>

<TABLE>
<CAPTION>
SELECTED PER UNIT DATA 1990 1989 1988
---- ---- ----
<S> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . $ .19 $ .191 $ .168
Operating expenses. . . . . . . . . . . . . . . . . . .07 .095 .071
------ ------- -------
Net investment income . . . . . . . . . . . . . . . . .11 .096 .097
Unit Value at beginning of year . . . . . . . . . . . 5.29 4.191 3.601
Net realized and change in unrealized gains (losses). (.36) 1.008 .493
------ ------- -------
Unit Value at end of year . . . . . . . . . . . . . . $ 5.04 $ 5.295 $ 4.191
====== ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . (.2) 1.10 .59
Ratio of operating expenses to average net assets . . 1.5% 1.58% 1.58%
Ratio of net investment income to average net assets. 2.2% 2.33% 2.60%
Number of units outstanding at end of year (thousands 19,63 15,707 12,173
Portfolio turnover rate . . . . . . . . . . . . . . . 5% 27% 38%
Average Commission Rate Paid* . . . . . . . . . . . . - -- --
<CAPTION>
CONTRACTS ISSUED PRIOR TO MAY 16, 1983.

SELECTED PER UNIT DATA 1990 1989 1988
---- ---- ----
<S> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . $ .19 $ .191 $ .168
Operating expenses. . . . . . . . . . . . . . . . . . .06 .066 .053
------ ------- -------
Net investment income . . . . . . . . . . . . . . . . .13 .125 .115
Unit Value at beginning of year . . . . . . . . . . . 5.38 4.250 3.642
Net realized and change in unrealized gains (losses). (.36) 1.008 .493
------ ------- -------
Unit Value at end of year . . . . . . . . . . . . . . $ 5.14 $ 5.383 $ 4.250
====== ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . (.2) 1.13 .61
Ratio of operating expenses to average net assets . . 1.3% 1.33% 1.33%
Ratio of net investment income to average net assets. 2.5% 2.56% 2.85%
Number of units outstanding at end of year (thousands 28,05 31,326 35,633
Portfolio turnover rate . . . . . . . . . . . . . . . 5% 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.

1
<PAGE> 133

CONDENSED FINANCIAL INFORMATION

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

Per Unit Data for an Accumulation and Annuity Unit
outstanding throughout each year

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

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992 * 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . $ .368 $ .319 $ .310 $ .299 $ .311 $ .299
Operating expenses . . . . . . . . . . . . . . . . . .078 .073 .069 .067 .061 .056
------- ------- ------- ------- ------- -------
Net investment income . . . . . . . . . . . . . . . . .290 .246 .241 .232 .250 .243
Unit Value at beginning of year . . . . . . . . . . . 4.894 4.274 4.381 4.052 3.799 3.357
Net realized and change in unrealized gains (losses) . (.124) .374 (.348) .097 .003 .199
------- ------- ------- ------- ------- -------
Unit Value at end of year. . . . . . . . . . . . . . . $ 5.060 $ 4.894 $ 4.274 $ 4.381 $ 4.052 $ 3.799
======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . $ .17 .62 (.11) .33 .25 .44
Ratio of operating expenses to average net assets . 1.57% 1.57% 1.57% 1.57% 1.58% 1.57%
Ratio of net investment income to average net assets . 5.87% 5.29% 5.62% 5.41% 6.38% 6.84%
Number of units outstanding at end of year (thousands) 24,804 27,066 27,033 28,472 20,250 17,211
Portfolio turnover rate . . . . . . . . . . . . . . . 176% 138% 27% 24% 23% 21%

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

SELECTED PER UNIT DATA 1997 1996 1995 1994 1993 1992 * 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Total investment income . . . . . . . . . . . . . . . $ .379 $ .328 $ .318 $ .306 $ .317 $ .304
Operating expenses. . . . . . . . . . . . . . . . . . .067 .063 .059 .058 .050 .048
------- ------- ------- ------- ------- --------
Net investment income . . . . . . . . . . . . . . . . .312 .265 .259 .248 .267 .256
Unit Value at beginning of year . . . . . . . . . . . 5.050 4.400 4.498 4.150 3.880 3.421
Net realized and change in unrealized gains (losses) (.128) .385 (.357) .100 .003 .203
------- ------- ------- ------- ------- -------

Unit Value at end of year . . . . . . . . . . . . . . $ 5.234 $ 5.050 $ 4.400 $ 4.498 $ 4.150 $ 3.880
======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . $ .18 .65 (.10) .35 .27 .46
Ratio of operating expenses to average net assets . . 1.33% 1.33% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets. 6.12% 5.54% 5.87% 5.66% 6.61% 7.09%
Number of units outstanding at end of year (thousands) 8,549 9,325 10,694 12,489 13,416 14,629
Portfolio turnover rate . . . . . . . . . . . . . . . 176% 138% 27% 24% 23% 21%
</TABLE>

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

CONTRACTS ISSUED PRIOR TO MAY 16,1983.

SELECTED PER UNIT DATA 1990 1989 1988
---- ---- ----
Total investment income . . . . . . . . . . . . . . . . $ .281 $ .270 $ .259
Operating expenses . . . . . . . . . . . . . . . . . . .040 .035 .037
------- ------- -------
Net investment income . . . . . . . . . . . . . . . . . .241 .235 .222
Unit Value at beginning of year . . . . . . . . . . . . 3.181 2.892 2.728
Net realized and change in unrealized gains (losses) (.001) .054 (.058)
------- ------- -------

Unit Value at end of year . . . . . . . . . . . . . . . $ 3.421 $ 3.181 $ 2.892
======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value . . . . . . . . . .24 29 .16
Ratio of operating expenses to average net assets . . . 1.33% 1.33% 1.33%
Ratio of net investment income to average net assets . 7.31% 7.60% 7.82%
Number of units outstanding at end of year (thousands). 16,341 18,248 21,124
Portfolio turnover rate . . . . . . . . . . . . . . . . 41% 33% 17%
</TABLE>

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

2
<PAGE> 134

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

<PAGE> 135

investment income. This principal objective does not preclude the realization of
short-term gains when conditions would suggest the long-term goal is
accomplished by such short-term transactions. The assets of Account GIS
generally will be fully invested in a portfolio of equity securities, mainly
common stocks, spread over industries and companies. However, when it is
determined that investments of other types may be advantageous on the basis of
combined considerations of risk, income and appreciation, investments may be
made in bonds, notes or other evidence of indebtedness, issued publicly or
placed privately, of a type customarily purchased for investment by
institutional investors, including United States government securities. These
investments in other-than-equity securities generally would not have a prospect
of long-term appreciation, and are temporary for defensive purposes. Such
investments may or may not be convertible into stock or be accompanied by stock
purchase options or warrants for the purchase of stock.

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

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.

2
<PAGE> 136

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 the selection of investments
from the point of view of an investor concerned primarily with current income,
moderate capital volatility and total return.

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

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

<PAGE> 137

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

The commitment to purchase when-issued securities may be viewed as a senior
security, and will be marked to market and reflected in Account QB's
Accumulation Unit Value daily from the commitment date. While it is TAMIC's
intention to take physical delivery of these securities, offsetting transactions
may be made prior to settlement, if it is advantageous to do so. Account QB does
not make payment or begin to accrue interest on these securities until
settlement date. In order to invest its assets pending settlement, Account QB
will normally invest in short-term money market instruments and other securities
maturing no later than the scheduled settlement date.

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

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

Account QB 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.

<PAGE> 138

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

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 or other policies relative to the account requiring the
Owners' approval; (ii) amendment of the investment advisory agreement; (iii)
election of the members of the Board of Managers of the account; (iv)
ratification of the selection of an independent accountants for the account; (v)
any other matters which, in the future, under the 1940 Act require the Owners'
approval; and (vi) any other business which may properly come before the
meeting.

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

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

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

On the death of the Annuitant, all voting rights will vest in the beneficiary of
the Variable Annuity contract.

5
<PAGE> 139

MANAGEMENT

The investments and administration of Accounts GIS and QB are under the
direction of their Boards of Managers. Subject to the authority of the Board of
Managers, Travelers Asset Management International Corporation ("TAMIC")
furnishes investment management and advisory services to Accounts GIS and QB.
The Travelers Investment Management Company ("TIMCO") provides subadvisory
services to Account GIS in connection with the day-to-day operations of the
Account. 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 is a registered investment adviser which has provided investment advisory
services since its incorporation in 1978. TAMIC, an indirect wholly owned
subsidiary of Travelers Group Inc., is located at One Tower Square, Hartford,
Connecticut 06183. In addition to providing investment advice to Accounts GIS
and QB, TAMIC acts as investment adviser for other investment companies used to
fund variable annuity and variable universal life insurance products offered by
the Company and its affiliates, as well as for individual and pooled pension
and profit-sharing accounts, domestic investment companies affiliated with The
Travelers, and nonaffiliated companies.

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

Charges under variable annuity contracts offered by this Prospectus are assessed
in two ways: as deductions from purchase payments for sales expenses and
applicable premium taxes, and as charges to the Separate Accounts for investment
advisory services and the assumption of mortality and expense risks.

DEDUCTIONS FROM PURCHASE PAYMENTS

This Contract is not available for new sales, although additional purchase
payments may be made by purchasers who own existing Contracts. The sales charge
for additional purchase payments is 4.00% of each additional purchase payment
(4.17% of the amount invested). There is no minimum Purchase Payment under this
contract.

PREMIUM TAX

Certain state and local governments impose premium taxes. These taxes currently
range from 0.5% to 5.0% depending upon jurisdiction. The Company, in its sole
discretion and in compliance with any applicable state law, will determine the
method used to recover premium tax expenses incurred. The Company will deduct
any applicable premium taxes from the Contract Value either upon death,
surrender, annuitization, or at the time Purchase Payments are made to the
Contract, but no earlier than when the Company has a tax liability under state
law.

MINIMUM DEATH BENEFIT AND MINIMUM ACCUMULATED VALUE BENEFIT CHARGE

<PAGE> 140

There is no charge for the Minimum Death Benefit and the Minimum Accumulated
Value Benefit. (See "Death Benefit" and "Minimum Accumulated Value Benefit.")

INSURANCE CHARGE

There is an insurance charge against the assets of each Separate Account to
cover the mortality and expense risks associated with guarantees which the
Company provides under the Variable Annuity contracts. This charge, on an annual
basis, is 1.0017% of the Separate Account value and is deducted on each
Valuation Date at the rate of 0.00363% for each day in the Valuation Period.

The mortality risk assumed by the Company under the contract assures an
Annuitant that neither the Annuitant's own longevity nor an improvement in life
expectancy generally will have any adverse effect on the monthly Annuity
Payments which will be paid under the contract and relieves the Owner from the
risk that the Annuitant will outlive the funds which have been accumulated for
retirement.

With respect to amounts which are not applied to provide an annuity (i.e.,
amounts which are surrendered for cash or which have been paid as Income
Payments), the Company bears no mortality risk and amounts previously charged to
cover this risk are of no benefit to the Owner.

The Company also assumes the risk that the charges under the contracts, which
cannot be increased during the duration of the contract, will be insufficient to
cover actual costs. The Company does not, however, project any deficiency in the
amount of the sales load.

If the amount deducted for these mortality and expense risks is not sufficient
to cover actual mortality costs and expense shortfalls, the loss is borne by the
Company. If the deduction is more than sufficient, the excess will be a profit
to the Company. The Company expects to make a profit from the insurance charge.

INVESTMENT ADVISORY FEES

TAMIC furnishes investment management and advisory services to 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 assets of
Account QB. For Account GIS, TAMIC receives an amount equivalent on an annual
basis to the following:

ANNUAL AGGREGATE
MANAGEMENT NET ASSET VALUE
FEE OF THE ACCOUNT
---------- ---------------
<S> <C> <C>
0.65% of the first $ 500,000,000
0.55% of the next $ 500,000,000
0.50% of the next $ 500,000,000
0.45% of the next $ 500,000,000
0.40% of amounts over $2,000,000,000
</TABLE>

TIMCO provides sub-advisory services to Account GIS in connection with the day
to day operations of the Account.

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>

These fees are calculated daily and paid monthly.

THE VARIABLE ANNUITIES

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

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

GENERAL BENEFIT DESCRIPTION

Under the Automatic Option, the Company will automatically begin paying Annuity
Payments to the Owner on the Maturity Date, if the Annuitant is then living.
(See "Automatic Option.") The Owner may choose instead a number of alternative
arrangements for benefit payments. If the Annuitant dies before a payout begins,
the Company will

<PAGE> 141

pay a death benefit under the Contract (see "Death Benefit."). After the tenth
Contract Year, a minimum amount is payable upon the election of an Annuity
Option with respect to amounts that were allocated to Account QB during the
accumulation period (see "Minimum Accumulated Value Benefit").

TERMINATION BY THE COMPANY AND TERMINATION AMOUNT

No Purchase Payments after the first are required to keep the contract in
effect. However, the Company reserves the right to terminate the contract on any
Valuation Date if the Cash Value as of that date is less than $500 and purchase
payments have not been paid for at least three years. Termination will not occur
until 31 days after the Company has mailed notice of termination to the Owner at
the last known address and to any assignee of record. If the contract is
terminated, the Company will pay to the Owner the Cash Value of the contract, if
any, less any applicable premium tax not previously deducted.

DEFERRED MATURITY OPTION

Up to 30 days before the Maturity Date, the Owner may request (in writing) a
Deferred Maturity Date. The same terms and conditions applicable to the contract
before the Maturity Date will continue to the Deferred Maturity Date. If the
Annuitant dies before the Deferred Maturity Date, the Company will pay the Cash
Value to the beneficiary. The Deferred Maturity Date may be any time before the
Annuitant's 70th birthday, or, with the consent of the Company, any later date.
(See "Federal Tax Considerations.") If the Annuitant is living on the Deferred
Maturity Date, the annuity will be payable, unless otherwise elected, under the
same terms and conditions as the annuity that would have been payable at the
Maturity Date had a Deferred Maturity Date not been elected. The amount of the
Annuity Payment will be determined as described in "Annuity Options."

SUSPENSION OF PAYMENTS

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

REQUIRED REPORTS

As often as required by law, but at least once in each Contract Year before the
due date of the first Annuity Payment, the Company will furnish a report which
will show the number of Accumulation Units credited to the contract in each
Separate Account and the corresponding Accumulation Unit Value as of the date of
the report. The Company will keep all records required under federal or state
laws.

FEDERAL AND STATE INCOME TAX WITHHOLDING

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

ACCUMULATION PROVISIONS

<PAGE> 142

APPLICATION OF PURCHASE PAYMENTS

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

If the application for the contract is in good order, the first net Purchase
Payment (the Purchase Payment after deduction of sales charges and any
applicable premium tax) will be applied by the Company to provide Accumulation
Units to the credit of the contract as of the valuation next following receipt
of the Purchase Payment in the mail at the Company's Home Office, or on the date
indicated by the applicant in the application for the contract, if later. If the
application for the contract is not in good order, the Company will attempt to
get it in good order within five business days. If it is not complete at the end
of this period, the Company will inform the applicant of the reason for the
delay and that the purchase payment will be returned immediately unless the
applicant specifically consents to the Company keeping the Purchase Payments
until the application is complete. Once the application is complete, the net
Purchase Payment will be applied within two business days. Any net Purchase
Payment after the first will be applied as of the valuation next following its
receipt in the mail at the Company's Home Office.

The net Purchase Payment will be allocated to the Separate Account in the
proportion specified in the application for the contract or as directed by the
Owner from time to time. The Owner may allocate all or part of each net Purchase
Payment to any Separate Account described in this Prospectus.

NUMBER OF ACCUMULATION UNITS

The number of Accumulation Units to be credited to a contract in each Separate
Account upon payment of a Purchase Payment will be determined by dividing the
Purchase Payment applied to the Separate Account by the current Accumulation
Unit Value of that Separate Account.

ACCUMULATION UNIT VALUE

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

NET INVESTMENT RATE AND NET INVESTMENT FACTOR

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

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

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

CASH VALUE

<PAGE> 143

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

CASH SURRENDER (REDEMPTION) OR WITHDRAWAL VALUE

Before the due date of the first Annuity Payment, upon receipt of a written
request, the Company will pay all or any portion of the Cash Value, adjusted for
any applicable premium tax, to the Owner. The Company may defer payment of any
Cash Value for a period of not more than seven days after the request is
received in the mail at its Home Office, but it is its intent to pay as soon as
possible.

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

DEATH BENEFIT

If the Annuitant dies before Annuity or Income Payments begin, the Company will
pay to the beneficiary the greater of (a) the Cash Value of the contract as of
the date it receives proof of death at its Home Office, less any premium tax
incurred, or (b) the total Purchase Payments made under the contract, less prior
surrenders or outstanding cash loans.

MINIMUM ACCUMULATED VALUE BENEFIT UPON ELECTION OF AN ANNUITY--ACCOUNT QB

If an Annuity Option is elected after the tenth Contract Year, the amount
applied under an Annuity Option while there is Cash Value which has not been
applied to effect any Annuity or Income Options will not be less than the
following:

1. the sum of all net premiums allocated to Account QB under the contract,
plus

2. the sum of all amounts transferred into Account QB, minus

3. the sum of all amounts transferred out of Account QB, minus

4. any partial surrenders (whether paid in one sum or applied as an Annuity or
Income Option), minus

5. the value of Accumulation Units credited to this contract in Account QB
which are not applied to effect the Annuity.

This benefit is not available on contracts issued in California.

RIGHT TO RETURN

During the ten days following the delivery of the contract to the applicant, the
applicant may return the contract to the Company by mail or in person, if for
any reason the applicant has changed his or her mind. On return of the contract,
the Company will pay to the applicant the Cash Value determined as of the
Valuation Date next following receipt of the written request at the Company's
Home Office (or any other office which the Company may designate) plus an amount
equal to the difference between the Purchase Payment paid for the contract and
the Net Purchase Payment. The applicant bears the investment risk during this
period.

TRANSFER BETWEEN SEPARATE ACCOUNTS

<PAGE> 144

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

PAYOUT PROVISIONS

SEPARATE ACCOUNT ALLOCATION

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

DETERMINATION OF FIRST PAYMENT

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

The amount of the first monthly payment depends on the Annuity Option elected
(see "Automatic Option") and the adjusted age of the Annuitant. A formula for
determining the adjusted age is contained in the contract. The tables are
determined from the Progressive Annuity Table assuming births in the year 1900
and an assumed annual net investment rate of 3.5%. (When permitted by state law,
the Company may allow the contract owner to elect an assumed net investment rate
other than the 3.5% specified in the contract. In that event, the first monthly
payment would differ from that shown in the contract. A higher interest rate
assumption would mean a higher initial payment but more slowly rising subsequent
payments or more rapidly falling subsequent payments. A lower assumption would
have the opposite effect.) The total first monthly Annuity Payment is determined
by multiplying the benefit per $1,000 of value shown in the tables of the
contract by the number of thousands of dollars of value of the contract applied
to that Annuity Option. The Company reserves the right to require proof of age
before Annuity Payments begin.

ANNUITY UNIT VALUE

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

Specifically, the Annuity Unit Value for a Separate Account as of a Valuation
Date is equal to (a) the value of the Annuity Unit on the immediately preceding
Valuation Date multiplied by (b) the net investment factor for the Valuation
Period ending on or next following 14 days prior to the current Valuation Date,
divided by (c) the assumed net investment factor for the Valuation Period. (For
example, the assumed net investment factor based on

<PAGE> 145

an annual assumed net investment rate of 3.5% for a Valuation Period of one day
is 1.0000942 and, for a period of two days, is 1.0000942 x 1.0000942.)

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

NUMBER OF ANNUITY UNITS

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

DETERMINATION OF SECOND AND SUBSEQUENT PAYMENTS

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

ANNUITY OPTIONS

Subject to conditions in "Election of Options," all or any part of the Cash
Value of the contract otherwise payable in one sum to the Owner on the Maturity
Date or prior Cash Surrender of the contract, or amounts payable under the
contract in one sum to the beneficiary upon the death of the Annuitant, may be
paid under one or more of the Annuity Options below.

AUTOMATIC OPTION--Unless otherwise specified in the application or the plan and
if no election has been made, if the Annuitant is then living on the Maturity
Date, the Company will pay to the Owner the first of a series of Annuity
Payments based on the life of the Annuitant, in accordance with Option 2 with
120 monthly payments assured.

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

OPTION 2--LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS ASSURED: The
Company will make monthly Annuity Payments during the lifetime of the person on
whose life payments are based, with the agreement that if, at the death of that
person, payments have been made for less than 120, 180 or 240 months, as
elected, payments will be continued during the remainder of the period to the
beneficiary designated. The beneficiary may instead receive a single sum
settlement equal to the discounted value of the future payments with the
interest rate equivalent to the assumption originally used when the Annuity
began.

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.

<PAGE> 146

OPTION 4--JOINT AND LAST SURVIVOR LIFE ANNUITY--NO REFUND: The Company will make
monthly Annuity Payments during the joint lifetime of the two persons on whose
lives payments are based, and during the lifetime of the survivor. No further
payments will be made following the death of the survivor. It would be possible
under this option to receive only one Annuity Payment if both Annuitants died
before the due date of the second Annuity Payment, only two if they died before
the third Annuity Payment, etc.

OPTION 5--JOINT AND LAST SURVIVOR LIFE ANNUITY--ANNUITY REDUCES ON DEATH OF
PRIMARY PAYEE: The Company will make monthly Annuity Payments during the
lifetime of the two persons on whose lives payments are based. One of the two
persons will be designated as the primary payee. The other will be designated as
the secondary payee. On the death of the secondary payee, if survived by the
primary payee, the Company will continue to make monthly Annuity Payments to the
primary payee in the same amount that would have been payable during the joint
lifetime of the two persons. On the death of the primary payee, if survived by
the secondary payee, the Company will continue to make Annuity Payments to the
secondary payee, in an amount equal to 50% of the payments which would have been
made during the lifetime of the primary payee. No further payments will be made
following the death of the survivor.

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

INCOME OPTIONS

Subject to the conditions described under "Election of Options" below, all or
any part of the Cash Value of the contract otherwise payable in one sum to the
Owner on the Maturity Date or prior Cash Surrender of the contract, or amounts
payable under the contract in one sum to the beneficiary on the death of the
Annuitant, may be paid under one or more of the income options described below.

OPTION 1--PAYMENTS OF A FIXED AMOUNT: The Company will make equal monthly
payments of the amount elected until the Cash Value applied under this option
has been exhausted. The first monthly payment will be paid from each Separate
Account in the same proportion that the respective Cash Values bear to the total
Cash Value applied as of fourteen days before the first payment is due. The
second and subsequent payments from each Separate Account will be the same as
the first payment under this option. The final payment will include any amount
insufficient to make another full payment.

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

OPTION 3--INVESTMENT INCOME: The Company will make monthly payments during the
lifetime of the primary payee, or for the period agreed on. The amount payable
will be equal to the excess, if any, of the Cash Value under this option over
the amount applied under this option. No payment will be made if the Cash Value
is less than the amount applied, and it is possible that no payments would be
made for a period of time. Payments under this option are not considered to be
Annuity Payments and are taxable in full as ordinary income. (See "Federal Tax
Considerations.")

The Cash Value used to determine the amount of any Income Payment will be
calculated as of 14 days before the date an Income Payment is due and will be
determined on the same basis as the Cash Value of the contract, including the
deduction for mortality risks. Income Options differ from Annuity Options in
that the amount of the payments made under Income Options are unrelated to the
length of life of any person. Although the Company continues to deduct the
charge for mortality and expense risks, it assumes no mortality risks for
amounts applied under any Income Option. Moreover, except with respect to
lifetime payments of investment income under Income Option 3, payments are
unrelated to the actual life span of any person. Thus, the Annuitant may outlive
the payment period. While Income Options do not directly involve mortality risks
for the Company, an Owner may elect to apply the remaining Cash Value to provide
an Annuity at the guaranteed rates even though Income

<PAGE> 147

Payments have been received under an Income Option. Before an Owner makes any
Income Option election, he or she should consult a tax adviser as to any adverse
tax consequences the election might have.

ELECTION OF OPTIONS

Election of an option must be made in writing in a form satisfactory to the
Company. Any election made during the lifetime of the Annuitant must be made by
the Owner of the contract. The terms of the options elected by some
beneficiaries may be restricted to meet the qualification requirements of
Section 72(s) of the Internal Revenue Code. If, at the death of the Annuitant,
there is no election in effect for that Annuitant, election of an option must be
made by the beneficiary entitled to any death benefit payable in one sum under
the contract. The minimum amount that can be placed under an Annuity or Income
Option will be $2,000 unless the Company consents to a lesser amount. If any
monthly periodic payment due any payee is less than $20, the Company reserves
the right to make payments at less frequent intervals.

FEDERAL TAX CONSIDERATIONS

GENERAL

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

NONQUALIFIED ANNUITIES

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

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

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

Those receiving partial distributions made before annuitization of a contract
will generally be taxed on an income-first basis to the extent of income in the
contract. Certain pre-August 14, 1982 deposits into a nonqualified annuity
contract that have been placed in the contract by means of a tax-deferred
exchange under Section 1035 of the Code may be withdrawn first without income
tax liability. This information on deposits must be provided to the Company by
the other insurance company at the time of the exchange. There is income in the
contract generally to the extent the Cash Value exceeds the investment in the
contract. The investment in the contract is equal to the

<PAGE> 148

amount of premiums paid less any amount received previously which was excludable
from gross income. Any direct or indirect borrowing against the value of the
contract or pledging of the contract as security for a loan will be treated as a
cash withdrawal under the tax law.

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

FEDERAL INCOME TAX WITHHOLDING

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

1. NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)

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

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

The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage
withholding tables as if the recipient were married claiming three
exemptions. A recipient may elect not to have income taxes withheld or have
income taxes withheld at a different rate by providing a completed election
form. Election forms will be provided at the time distributions are
requested. This form of withholding applies to all annuity programs. As of
January 1, 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.

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-

<PAGE> 149

benefited plan loses its exempt status, employees could lose some of the tax
benefits described. For further information, a qualified tax adviser should be
consulted.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

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

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

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

STATE REGULATION

The Company is subject to the laws of the state of Connecticut governing
insurance companies and to regulation by the Insurance Commissioner of the state
of Connecticut. An annual statement in a prescribed form must be filed with that
Commissioner on or before March 1 in each year covering the operations of the
Company for the preceding year and its financial condition on December 31 of
such year. Its books and assets are subject to review or examination by the
Commissioner or his agents at all times, and a full examination of its
operations is conducted by the National Association of Insurance Commissioners
("NAIC") at least once in every four years.

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

LEGAL PROCEEDINGS AND OPINIONS

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

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

16
<PAGE> 150

APPENDIX A

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

Description of The Travelers and the Separate Accounts
The Insurance Company
The Separate Accounts
Investment Objectives and Policies
The Travelers Growth and Income Stock Account for Variable Annuities
The Travelers Quality Bond Account for Variable Annuities
Description of Certain Types of Investments and Investment Techniques Available
to the Separate Accounts
Writing Covered Call Options
Buying Put and Call Options
Futures Contracts
Money Market Instruments
Investment Management and Advisory Services
Advisory and Subadvisory Fees
TAMIC
TIMCO
Valuation of Assets
The Board of Managers
Distribution and Management Services
Securities Custodian
Independent Accountants
Financial Statements

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

COPIES OF THE SAI DATED MAY 1, 1998 (FORM NO. L11895S), ARE AVAILABLE WITHOUT
CHARGE. TO REQUEST A COPY, PLEASE CLIP THIS COUPON ON THE DOTTED LINE ABOVE,
ENTER YOUR NAME AND ADDRESS IN THE SPACES PROVIDED BELOW, AND MAIL TO: THE
TRAVELERS INSURANCE COMPANY, ANNUITY SERVICES, ONE TOWER SQUARE, HARTFORD,
CONNECTICUT 06183-5030.

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

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

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

<PAGE> 151

THIS PAGE INTENTIONALLY LEFT BLANK.

18
<PAGE> 152

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES

AND

THE TRAVELERS QUALITY BOND ACCOUNT
FOR VARIABLE ANNUITIES

INDIVIDUAL VARIABLE ANNUITY CONTRACTS

Issued By

THE TRAVELERS INSURANCE COMPANY

Individual Purchases

L-11895 TIC Ed. 5-98
Printed in U.S.A.

<PAGE> 153

PART B

INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
<PAGE> 154
UNIVERSAL ANNUITY

STATEMENT OF ADDITIONAL INFORMATION: MAY 1, 1998

- ------------------------------------------------------------------------------
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
- ------------------------------------------------------------------------------

VARIABLE ANNUITY CONTRACTS
ISSUED BY
THE TRAVELERS INSURANCE COMPANY

This Statement of Additional Information is not a prospectus but
relates to, and should be read in conjunction with, the Prospectus dated May 1,
1998. A copy of the Prospectus may be obtained by writing to The Travelers
Insurance Company (the "Company"), Annuity Services, One Tower Square,
Hartford, Connecticut 06183-5030, or by calling 1-800-842-8573. This Statement
of Additional Information should be read in conjunction with the accompanying
1997 Annual Report for the Separate Accounts.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
DESCRIPTION OF THE TRAVELERS INSURANCE COMPANY AND THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . . . . . 2
The Insurance Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Separate Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INVESTMENT RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Travelers Growth and Income Stock Account for Variable Annuities. . . . . . . . . . . . . . . . . . . 3
The Travelers Timed Growth and Income Stock Account for Variable Annuities. . . . . . . . . . . . . . . . 3
The Travelers Timed Aggressive Stock Account for Variable Annuities. . . . . . . . . . . . . . . . . . . . 4
The Travelers Quality Bond Account for Variable Annuities. . . . . . . . . . . . . . . . . . . . . . . . . 5
The Travelers Timed Bond Account for Variable Annuities. . . . . . . . . . . . . . . . . . . . . . . . . . 7
The Travelers Money Market Account for Variable Annuities. . . . . . . . . . . . . . . . . . . . . . . . . 8
The Travelers Timed Short-Term Bond Account for Variable Annuities. . . . . . . . . . . . . . . . . . . . 9
DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT TECHNIQUES
AVAILABLE TO THE SEPARATE ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
WRITING COVERED CALL OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
BUYING PUT AND CALL OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
FUTURES CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
MONEY MARKET INSTRUMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
INVESTMENT MANAGEMENT AND ADVISORY SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Advisory Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
TIMCO. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
TAMIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
VALUATION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
NET INVESTMENT FACTOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
TELEPHONE TRANSFERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Yield Quotations of Account MM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Average Annual Total Return Quotations of Accounts GIS, QB, MM, TGIS, TSB, TAS, TB and Fund U . . . . . . . 25
THE BOARD OF MANAGERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
DISTRIBUTION AND MANAGEMENT SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECURITIES CUSTODIAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>

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<PAGE> 155
DESCRIPTION OF THE TRAVELERS INSURANCE COMPANY
AND THE SEPARATE ACCOUNTS

THE INSURANCE COMPANY

The Travelers Insurance Company (the "Company") is a stock insurance
company chartered in 1864 in Connecticut and continuously engaged in the
insurance business since that time. The Company is a wholly owned subsidiary
of The Travelers Insurance Group, Inc., a holding company which is an indirect
wholly owned subsidiary of Travelers Group Inc., a financial services holding
company. The Company's Home Office is located at One Tower Square, Hartford,
Connecticut 06183.

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 covering the
operations of the Company for the preceding year, as well as its financial
conditions as of December 31 of such year, must be filed with the Commissioner
in a prescribed format on or before March 1 of each year. The Company's books
and assets are subject to review or examination by the Commissioner or his
agents at all times, and a full examination of its operations is conducted at
least once every four years.

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

THE SEPARATE ACCOUNTS

Each of the Separate Accounts available under the variable annuity
contracts described in this Statement of Additional Information meets the
definition of a separate account under federal securities laws, and will comply
with the provisions of the Investment Company Act of 1940, as amended (the
"1940 Act"). Additionally, the operations of each of the Separate Accounts are
subject to the provisions of Section 38a-433 of the Connecticut General
Statutes which authorize the Connecticut Insurance Commissioner to adopt
regulations under it. The Section contains no restrictions on investments of
the Separate Accounts, and the Commissioner has adopted no regulations under
the Section that affect the Separate Accounts.

INVESTMENT RESTRICTIONS

The Separate Accounts described below each have different investment
objectives and policies, as discussed in the Prospectus under "The Managed
Separate Accounts." Each Managed Separate Account has certain fundamental
investment restrictions which are set forth below. Neither the investment
objective nor the fundamental investment restrictions can be changed without a
vote of a majority of the outstanding voting securities of the Accounts, as
defined in the 1940 Act. Additionally, in accomplishing their respective
investment objectives, each Account uses certain types of investments and
investment techniques which are discussed under "Description of Certain Types
of Investments and Investment Techniques Available to the Separate Accounts."

The percentage restrictions (for either fundamental investment
policies or investment restrictions) are interpreted such that if they are
adhered to at the time of investment, a later increase in a percentage beyond
the specified limit resulting from a change in the values of portfolio
securities or in the amount of net assets shall not be considered a violation.
It must be recognized that there are risks inherent in the ownership of any
investment and that there can be no assurance that the investment objectives of
the Separate Accounts will be achieved.

2
<PAGE> 156
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions for Accounts GIS and TGIS, as set forth
below, are identical, except where indicated. The investment restrictions set
forth in items 1 through 9 are fundamental and may not be changed without a
vote of a majority of the outstanding voting securities of Account GIS or
Account TGIS, as defined in the 1940 Act. Items 10 through 13 may be changed
by a vote of the Board of Managers of Account GIS or Account TGIS.

1. Not more than 5% of the assets of the Account will be invested in
the securities of any one issuer, except obligations of the United
States Government and its instrumentalities.

2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that such
borrowings will not exceed 5% of the value of the assets of
Account GIS, or 10% of the value of the assets of Account TGIS,
and that immediately after the borrowing, and at all times
thereafter, and while any such borrowing is unrepaid, there will
be asset coverage of at least 300% for all borrowings of the
Account.

3. Securities of other issuers will not be underwritten, except that
the Account could be deemed an underwriter when engaged in the
sale of restricted securities. (See item 13.)

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established
market.

5. No purchase of commodities or commodity contracts will be made,
except transactions involving financial futures in order to limit
transaction and borrowing costs and for hedging purposes, as
discussed above.

6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures or other evidences of
indebtedness of a type customarily purchased by institutional
investors. (See item 13.)

7. Investments will not be made in the securities of a company for
the purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer will
be acquired. (It is the present practice of the Account not to
exceed 5% of the voting securities of any one issuer.)

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for short-term
credits which are necessary for the clearance of transactions, and
for the placement of not more than 5% of its net asset value in
total margin deposits for positions in futures contracts.

12. The Account will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

13. Not more than 5% of the value of the assets of the Account may be
invested in restricted securities (securities which may not be
publicly offered without registration under the Securities Act of
1933).

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

3
<PAGE> 157
The assets of Accounts GIS and TGIS will be kept fully invested,
except that (a) sufficient cash may be kept on hand to provide for variable
annuity contract obligations, and (b) reasonable amounts of cash, United States
Government or other liquid securities, such as short-term bills and notes, may
be held for limited periods, pending investment in accordance with their
respective investment policies.

PORTFOLIO TURNOVER

Although Accounts GIS and TGIS intend to purchase securities for
long-term appreciation of capital and income, and do not intend to place
emphasis on obtaining short-term trading profits, such short-term trading may
occur. A higher turnover rate should not be interpreted as indicating a
variation from the stated investment policy of seeking long-term accumulation
of capital, and will normally increase the brokerage costs of Accounts GIS and
TGIS. However, negotiated fees and the use of futures contracts will help to
reduce brokerage costs. While there is no restriction on portfolio turnover,
Account GIS expects to have a moderate to high level of portfolio turnover in
the range of 150% to 300%, and Account TGIS expects that its portfolio turnover
will be higher than normal since the Account is being timed by third party
investment advisory services. The portfolio turnover rate for Account GIS for
the years ended December 31, 1995, 1996 and 1997 was 96%, 85% and ___%,
respectively. The portfolio turnover rate for Account TGIS for the years ended
December 31, 1995, 1996 and 1996 was 79%, 81% and ___%, respectively.

THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions set forth below are fundamental and may
not be changed without a vote of a majority of the outstanding voting
securities of Account TAS, as defined in the 1940 Act. Account TAS may not:

1. invest more than 5% of its total assets, computed at market value,
in the securities of any one issuer;

2. invest in more than 10% of any class of securities of any one
issuer;

3. invest more than 5% of the value of its total assets in companies
which have been in operation for less than three years;

4. borrow money, except to facilitate redemptions or for emergency or
extraordinary purposes and then only from banks and in amounts of
up to 10% of its gross assets computed at cost; while outstanding,
a borrowing may not exceed one-third of the value of its net
assets, including the amount borrowed; Account TAS has no
intention of attempting to increase its net income by means of
borrowing and all borrowings will be repaid before additional
investments are made; assets pledged to secure borrowings shall be
no more than the lesser of the amount borrowed or 10% of the gross
assets of Account TAS computed at cost;

5. underwrite securities, except that Account TAS may purchase
securities from issuers thereof or others and dispose of such
securities in a manner consistent with its other investment
policies; in the disposition of restricted securities the Account
may be deemed to be an underwriter, as defined in the Securities
Act of 1933 (the "1933 Act");

6. purchase real estate or interests in real estate, except through
the purchase of securities of a type commonly purchased by
financial institutions which do not include direct interest in
real estate or mortgages, or commodities or commodity contracts,
except transactions involving financial futures in order to limit
transaction and borrowing costs and for hedging purposes as
described above;

7. invest for the primary purpose of control or management;

8. make margin purchases or short sales of securities, except for
short-term credits which are necessary for the clearance of
transactions, and to place not more than 5% of its net asset value
in total margin deposits for positions in futures contracts;

4
<PAGE> 158
9. make loans, except that Account TAS may purchase money market
securities, enter into repurchase agreements, buy publicly and
privately distributed debt securities and lend limited amounts of
its portfolio securities to broker- dealers; all such investments
must be consistent with the Account's investment objective and
policies;

10. invest more than 25% of its total assets in the securities of
issuers in any single industry;

12. invest in interests in oil, gas or other mineral exploration or
development programs; or

13. invest more than 5% of its net assets in warrants, valued at the
lower of cost or market; warrants acquired by the Account in units
or attached to securities will be deemed to be without value with
regard to this restriction. Account TAS is subject to
restrictions in the sale of portfolio securities to, and in its
purchase or retention of securities of, companies in which the
management personnel of The Travelers Investment Management
Company ("TIMCO") have a substantial interest.

Account TAS may make investments in an amount of up to 10% of the
value of its net assets in restricted securities which may not be publicly sold
without registration under the 1933 Act. In most instances such securities are
traded at a discount from the market value of unrestricted securities of the
same issuer until the restriction is eliminated. If and when Account TAS sells
such portfolio securities, it may be deemed an underwriter, as such term is
defined in the 1933 Act, with respect thereto, and registration of such
securities under the 1933 Act may be required. Account TAS will not bear the
expense of such registration. Account TAS intends to reach agreements with all
such issuers whereby they will pay all expenses of registration. In
determining securities subject to the 10% limitation, Account TAS will include,
in addition to restricted securities, repurchase agreements maturing in more
than seven days and other securities not having readily available market
quotations.

PORTFOLIO TURNOVER

Although Account TAS intends to invest in securities selected
primarily for prospective capital growth and does not intend to place emphasis
on obtaining short-term trading profits, such short-term trading may occur. A
high turnover rate should not be interpreted as indicating a variation from the
stated investment policy, and will normally increase Account TAS's brokerage
costs. While there is no restriction on portfolio turnover, Account TAS's
portfolio turnover rate may be high since the Account is being timed by third
party investment advisory services. The portfolio turnover rate for the years
ended December 31, 1995, 1996 and 1997 was 113%, 98% and ___%, respectively.

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions set forth in items 1 through 9 below are
fundamental and may not be changed without a vote of a majority of the
outstanding voting securities of Account QB, as defined in the 1940 Act. Items
10 through 13 may be changed by a vote of the Board of Managers of Account QB.

1. Not more than 15% of the value of the assets of Account QB will be
invested in the securities of any one issuer, except obligations
of the United States Government and its instrumentalities, for
which there is no limit.

2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that these
borrowings will not exceed 5% of the value of the assets of
Account QB and that immediately after the borrowing, and at all
times thereafter, and while any borrowing is unrepaid, there will
be asset coverage of at least 300% for all borrowings of Account
QB.

3. Securities of other issuers will not be underwritten, except that
Account QB could be deemed to be an underwriter when engaged in
the sale of restricted securities.

5
<PAGE> 159
4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established
market.

5. No purchase of commodities or commodity contracts will be made,
except transactions involving financial futures used as a hedge
against unanticipated changes in prevailing levels of interest
rates.

6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures and other evidences of
indebtedness of a type customarily purchased by institutional
investors.

7. Investments will not be made in the securities of a company for
the purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer will
be acquired.

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for any short-term
credits that are necessary for the clearance of transactions and
to place up to 5% of the value of its net assets in total margin
deposits for positions in futures contracts.

12. Account QB will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

13. The average period of maturity (or in the case of mortgage-backed
securities, the estimated average life of cash flows) of all fixed
interest debt instruments held by Account QB will not exceed five
years.

The investments of Account QB will not be concentrated in any one
industry; that is, no more than 25% of the value of its assets will be invested
in any one industry. There is no investment policy as to Account QB's
investment in foreign securities.

PORTFOLIO TURNOVER

Brokerage costs associated with short-term debt instruments are
significantly lower than those incurred on equity investments, and thus, a high
portfolio turnover rate would not adversely affect the brokerage costs of
Account QB to the same extent as high turnover in a separate account which
invests primarily in common stock. The portfolio turnover rate for Account QB
for the years ended December 31, 1995, 1996 and 1997 was 138%, 176% and ___%,
respectively.

6
<PAGE> 160
THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions set forth below are fundamental and may
not be changed without a vote of a majority of the outstanding voting
securities of Account TB, as defined in the 1940 Act. Account TB may not:

1. invest more than 5% of its total assets, computed at market value,
in the securities of any one issuer (exclusive of securities of
the United States Government, its agencies or instrumentalities,
for which there is no limit);

2. invest in more than 10% of any class of securities of any one
issuer;

3. invest more than 5% of the value of its total assets in companies
which have been in operation for less than three years;

4. borrow money, except to facilitate redemptions or for emergency or
extraordinary purposes and then only from banks and in amounts of
up to 10% of its gross assets computed at cost; while outstanding
according to the 1940 Act, a borrowing may not exceed one-third of
the value of the net assets, including the amount borrowed;
Account TB has no intention of attempting to increase its net
income by borrowing and all borrowings will be repaid before
additional investments are made; assets pledged to secure
borrowings shall be no more than the lesser of the amount borrowed
or 10% of the gross assets computed at cost;

5. underwrite securities, except that Account TB may purchase
securities from issuers thereof or others and dispose of such
securities in a manner consistent with its other investment
policies; in the disposition of restricted securities Account TB
may be deemed to be an underwriter, as defined in the 1933 Act;

6. purchase real estate or interests in real estate, except through
the purchase of securities of a type commonly purchased by
financial institutions which do not include direct interest in
real estate or mortgages, or commodities or commodity contracts,
except transactions involving financial futures in order to limit
transactions and borrowing costs and for hedging purposes as
discussed above;

7. invest for the primary purpose of control or management;

9. make loans, except that Account TB may purchase money market
securities, enter into repurchase agreements, buy publicly and
privately distributed debt securities and lend limited amounts of
its portfolio securities to brokers-dealers; all such investments
must be consistent with the investment objective and policies;

10. invest more than 25% of its total assets in the securities of
issuers in any single industry (exclusive of securities of the
United States government, its agencies or instrumentalities, for
which there is no limit); or

11. purchase the securities of any other investment company, except in
the open market and at customary brokerage rates and in no event
more than 3% of the voting securities of any investment company.
When consistent with its investment objectives, Account TB may
purchase securities of brokers, dealers, underwriters or
investment advisers. Account TB is subject to restrictions in the
sale of portfolio securities to, and in its purchase or retention
of securities of, companies in which the management personnel of
Travelers Asset Management International Corporation ("TAMIC")
have a substantial interest.

PORTFOLIO TURNOVER

Brokerage costs associated with debt instruments are significantly
lower than those incurred on equity investments, and thus, a high portfolio
turnover rate would not adversely affect the brokerage costs of Account TB to
the

7
<PAGE> 161
same extent as high turnover in a separate account which invests primarily in
common stock. While there is no restriction on portfolio turnover, Account
TB's turnover rate may be high since the Account is being timed by third party
investment advisory services. The portfolio turnover rate for Account TB for
the years ended December 31, 1995, 1996 and 1997 was 117%, 153% and ___%,
respectively.

THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

In keeping with the objective of obtaining the highest possible
current income consistent with a high degree of liquidity and preservation of
capital, Account MM operates under the following restrictions, which
restrictions are fundamental and may not be changed without a vote of a
majority of the outstanding voting securities of Account MM, as defined in the
1940 Act. Account MM may not:

1. purchase any security which has a maturity date more than one year
from the date of the Account's purchase;

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

3. acquire more than 10% of the outstanding securities of any one
issuer, including repurchase agreements with any one bank or
dealer (exclusive of securities issued or guaranteed by the United
States Government, its agencies or instrumentalities);

4. 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, the Fund 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;

5. borrow money, except from banks on a temporary basis in an
aggregate amount not to exceed one-third of the Account's assets
(including the amount borrowed); the borrowings may be used
exclusively to facilitate the orderly maturation and sale of
portfolio securities during any periods of abnormally heavy
redemption requests, if they should occur; such borrowings may not
be used to purchase investments and the Account will not purchase
any investment while any such borrowing exists; immediately after
the borrowing, and at all times thereafter while any borrowing is
unrepaid, there will be asset coverage of at least 300% for all
borrowings of the Account;

6. pledge, hypothecate or in any manner transfer, as security for
indebtedness, any securities owned or held by the Account, except
as may be necessary in connection with any borrowing mentioned
above and in an aggregate amount not to exceed 5% of the Account's
assets;

7. make loans, provided that the Account may purchase money market
securities and enter into repurchase agreements;

8. (a) make investments for the purpose of exercising control; (b)
purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or
reorganization; (c) invest in real estate (other than money market
securities secured by real estate or interests therein, or money
market securities issued by companies which invest in real estate
or interests therein), commodities or commodity contracts,
interests in oil, gas or other mineral exploration or other
development programs; (d) purchase any securities on margin; (e)
make short sales of securities or maintain a short position or
write, purchase or sell puts, calls, straddles, spreads or
combinations thereof; (f) invest in securities of issuers (other
than agencies, authorities or instrumentalities of the United
States Government) having a record, together with predecessors, of
less than three years of continuous operation if more than 5% of
the Account's assets would be invested in such securities; (g)
purchase or retain securities of any issuer if the officers and
directors of the investment adviser who individually own more than
0.5% of the outstanding securities of such issuer together own
more than 5% of the securities of such issuer; or (h) act as an
underwriter of securities;

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9. invest in securities which under the 1933 Act or other securities
laws cannot be readily disposed of with registration or which are
otherwise not readily marketable at the time of purchase,
including repurchase agreements that mature in more than seven
days, if as a result more than 10% of the value of the Account's
assets is invested in these securities. At present, the Account
has no investments in these securities and has no present
expectation of purchasing any, although it may in the future; and

10. issue senior securities.

PORTFOLIO TURNOVER

A portfolio turnover rate is not applicable to Account MM which
invests only in money market instruments.

THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

In keeping with the objective of obtaining the highest possible
current income consistent with a high degree of liquidity and preservation of
capital, Account TSB operates under the following restrictions, which
restrictions are fundamental and may not be changed without a vote of a
majority of the outstanding voting securities of Account TSB, as defined in the
1940 Act. Account TSB may not:

1. purchase any security which has a maturity date more than three
years from the date such security was purchased;

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

3. invest more than 10% of its assets in the securities of any one
issuer, including repurchase agreements with any one bank or
dealer (exclusive of securities issued or guaranteed by the United
States Government, its agencies or instrumentalities);

4. acquire more than 10% of the outstanding securities of any one
issuer (exclusive of securities issued or guaranteed by the United
States Government, its agencies or instrumentalities);

7. make loans, provided that the Account may purchase money market
securities and enter into repurchase agreements;

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contracts, interests in oil, gas or other mineral exploration or
other development programs; (d) purchase any securities on margin;
(e) make short sales of securities or maintain a short position or
write, purchase or sell puts, calls, straddles, spreads or
combinations thereof; (f) invest in securities of issuers (other
than agencies, authorities or instrumentalities of the United
States Government) having a record, together with predecessors, of
less than three years of continuous operation if more than 5% of
the Account's assets would be invested in such securities; (g)
purchase or retain securities of any issuer if the officers and
directors of the investment adviser who individually own more than
0.5% of the outstanding securities of such issuer together own
more than 5% of the securities of such issuer; or (h) act as an
underwriter of securities;

9. invest in securities which under the 1933 Act or other securities
laws cannot be readily disposed of with registration or which are
otherwise not readily marketable at the time of purchase,
including repurchase agreements that mature in more than seven
days, if as a result more than 10% of the value of the Account's
assets is invested in these securities. At present, the Account
has no investments in these securities and has no present
expectation of purchasing any, although it may in the future; and

10. issue senior securities.

PORTFOLIO TURNOVER

Brokerage costs associated with short-term debt instruments are
significantly lower than those incurred on equity investments, and thus, a high
portfolio turnover rate would not adversely affect the brokerage costs of
Account TSB to the same extent as high turnover in a separate account which
invests primarily in common stock. While there is no restriction on portfolio
turnover, Account TSB's turnover rate may be high since the Account is being
timed by third party investment advisory services.

A portfolio turnover rate is not applicable to Account TSB which invests only
in short-term instruments.

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNTS

WRITING COVERED CALL OPTIONS

Accounts GIS, TGIS, TAS and TB may write covered call options on
portfolio securities for which call options are available and which are listed
on a national securities exchange. These call options generally will be
short-term contracts with a duration of nine months or less.

The Accounts will write only "covered" call options, that is, they
will own the underlying securities which are acceptable for escrow when they
write the call option and until the obligation to sell the underlying security
is extinguished by exercise or expiration of the call option, or until a call
option covering the same underlying security and having the same exercise price
and expiration date is purchased. The Accounts will receive a premium for
writing a call option, but give up, until the expiration date, the opportunity
to profit from an increase in the underlying security's price above the
exercise price. The Accounts will retain the risk of loss from a decrease in
the price of the underlying security. Writing covered call options is a
conservative investment technique which is believed to involve relatively
little risk, but which is capable of enhancing an Account's total returns.

The premium received for writing a covered call option will be
recorded as a liability in each Account's Statement of Assets and Liabilities.
This liability will be adjusted daily to the option's current market value,
which will be the latest sale price at the close of the New York Stock
Exchange, or, in the absence of such sale, at the latest bid quotation. The
liability will be extinguished upon expiration of the option, the purchase of
an identical option in a closing transaction, or delivery of the underlying
security upon exercise of the option.

The Options Clearing Corporation is the issuer of, and the obligor on,
the covered call options written by the Accounts. In order to secure an
obligation to deliver to the Options Clearing Corporation the underlying
security of a covered call option, the Accounts will be required to make escrow
arrangements.

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In instances where the Accounts believe it is appropriate to close a
covered call option, they can close out the previously written call option by
purchasing a call option on the same underlying security with the same exercise
price and expiration date. The Accounts may also, under certain circumstances,
be able to transfer a previously written call option.

A previously written call option can be closed out by purchasing an
identical call option only on a national securities exchange which provides a
secondary market in the call option. There is no assurance that a liquid
secondary market will exist for a particular call option at such time. If the
Accounts cannot effect a closing transaction, they will not be able to sell the
underlying security while the previously written option remains outstanding,
even though it might otherwise be advantageous to do so.

If a substantial number of the call options are exercised, the
Accounts' rates of portfolio turnover may exceed historical levels. This would
result in higher brokerage commissions in connection with the writing of
covered call options and the purchase of call options to close out previously
written options. Such brokerage commissions are normally higher than those
applicable to purchases and sales of portfolio securities.

BUYING PUT AND CALL OPTIONS

Accounts GIS, TGIS and TAS may purchase put options on securities
held, or on futures contracts whose price volatility is expected to closely
match that of securities held, as a defensive measure to preserve contract
owners' capital when market conditions warrant. The Accounts may purchase call
options on specific securities, or on futures contracts whose price volatility
is expected to closely match that of securities, eligible for purchase by the
Accounts, in anticipation of or as a substitute for the purchase of the
securities themselves. These options may be listed on a national exchange or
executed "over-the-counter" with a broker-dealer as the counterparty. While
the investment advisers anticipate that the majority of option purchases and
sales will be executed on a national exchange, put or call options on specific
securities or for non-standard terms are likely to be executed directly with a
broker-dealer when it is advantageous to do so. Option contracts will be
short-term in nature, generally less than nine months.

The Accounts will pay a premium in exchange for the right to purchase
(call) or sell (put) a specific number of shares of an equity security or
futures contract at a specified price (the strike price) on or before the
expiration date of the options contract. In either case, each Account's risk
is limited to the option premium paid.

The Accounts may sell the put and call options prior to their
expiration and realize a gain or loss thereby. A call option will expire
worthless if the price of the related security is below the contract strike
price at the time of expiration; a put option will expire worthless if the
price of the related security is above the contract strike price at the time of
expiration.

Put and call options will be employed for bona fide hedging purposes
only. Liquid securities sufficient to fulfill the call option delivery
obligation will be identified and segregated in an account; deliverable
securities sufficient to fulfill the put option obligation will be similarly
identified and segregated. In the case of put options on futures contracts,
portfolio securities whose price volatility is expected to match that of the
underlying futures contract will be identified and segregated.

FUTURES CONTRACTS

STOCK INDEX FUTURES

Accounts GIS, TGIS and TAS will invest in stock index futures. A
stock index futures contract provides for one party to take and the other to
make delivery of an amount of cash over the hedging period equal to a specified
amount times the difference between a stock index value at the close of the
last trading day of the contract or the selling price and the price at which
the futures contract is originally struck. The stock index assigns relative
values to the common stocks included in the index and reflects overall price
trends in the designated market for equity securities. Therefore, price
changes in a stock index futures contract reflect changes in the specified
index of equity securities on which the futures contract is based. Stock index
futures may also be used, to a limited extent, to hedge specific common stocks
with respect to market (systematic) risk (involving the market's assessment of
overall economic prospects) as distinguished from stock-specific risk
(involving the market's evaluation of the merits of the issuer of a particular
security). By establishing an appropriate "short" position in stock index
futures, the Accounts may seek to protect the value of their equity securities
against an overall decline in the market for equity securities. Alternatively,
in anticipation of a generally rising market, the

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Accounts can seek to avoid losing the benefit of apparently low current prices
by establishing a "long" position in stock index futures and later liquidating
that position as particular equity securities are in fact acquired. None of
the Accounts will be a hedging fund; however, to the extent that any hedging
strategies actually employed are successful, the Accounts will be affected to a
lesser degree by adverse overall market price movements unrelated to the merits
of specific portfolio equity securities than would otherwise be the case.
Gains and losses on futures contracts employed as hedges for specific
securities will normally be offset by losses or gains, respectively, on the
hedged security.

INTEREST RATE FUTURES

Accounts TGIS, TAS, QB and TB may purchase and sell futures contracts
on debt securities ("interest rate futures") to hedge against anticipated
changes in interest rates that might otherwise have an adverse effect upon the
value of an Account's debt securities. An interest rate futures contract is a
binding contractual commitment which, if held to maturity, will result in an
obligation to make or accept delivery, during a particular future month, of
debt securities having a standardized face value and rate of return.

By purchasing interest rate futures (assuming a "long" position) the
Accounts will be legally obligated to accept the future delivery of the
underlying security and pay the agreed price. This would be done, for example,
when the Account intends to purchase particular debt securities when it has the
necessary cash, but expects the rate of return available in the securities
markets at that time to be less favorable than rates currently available in the
futures markets. If the anticipated rise in the price of the debt securities
should occur (with its concurrent reduction in yield), the increased cost of
purchasing the securities will be offset, at least to some extent, by the rise
in the value of the futures position taken in anticipation of the securities
purchase.

By selling interest rate futures held by it, or interest rate futures
having characteristics similar to those held by it (assuming a "short"
position), the Account will be legally obligated to make the future delivery of
the security against payment of the agreed price. Such a position seeks to
hedge against an anticipated rise in interest rates that would adversely affect
the value of the Account's portfolio debt securities.

Open futures positions on debt securities will be valued at the most
recent settlement price, unless such price does not appear to the Board of
Managers to reflect the fair value of the contract, in which case the positions
will be valued at fair value determined in good faith by or under the direction
of the Board of Managers.

FUTURES MARKETS AND REGULATIONS

When a futures contract is purchased, the Accounts will set aside, in
an identifiable manner, an amount of cash and cash equivalents equal to the
total market value of the futures contract, less the amount of the initial
margin. The Accounts will incur brokerage fees in connection with their
futures transactions, and will be required to deposit and maintain funds with
brokers as margin to guarantee performance of future obligations.

Positions taken in the futures markets are not normally held to
maturity, but instead are liquidated through offsetting transactions which may
result in a profit or a loss. Closing out an open futures contract sale or
purchase is effected by entering into an offsetting futures contract purchase
or sale, respectively, for the same aggregate amount of the stock index or
interest rate futures contract and the same delivery date. If the offsetting
purchase price is less than the original sale price, the Accounts realize a
gain; if it is more, the Accounts realize a loss. Conversely, if the offsetting
sale price is more than the original purchase price, the Accounts realize a
gain; if less, a loss. While futures positions taken by the Accounts will
usually be liquidated in this manner, the Accounts may instead make or take
delivery of the underlying securities whenever it appears economically
advantageous for them to do so. In determining gain or loss, transaction costs
must also be taken into account. There can be no assurance that the Accounts
will be able to enter into an offsetting transaction with respect to a
particular contract at a particular time.

A clearing corporation associated with the exchange on which futures
are traded guarantees that the sale and purchase obligations will be performed
with regard to all positions that remain open at the termination of the
contract.

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All stock index and interest rate futures will be traded on exchanges
that are licensed and regulated by the Commodity Futures Trading Commission
("CFTC"). Stock index futures are currently traded on the New York Futures
Exchange and the Chicago Mercantile Exchange. Interest rate futures are
actively traded on the Chicago Board of Trade and the International Monetary
Market at the Chicago Mercantile Exchange.

The investment advisers do not believe any of the Accounts to be a
"commodity pool" as defined under the Commodity Exchange Act. The Accounts
will only enter into futures contracts for bona fide hedging or other
appropriate risk management purposes as permitted by CFTC regulations and
interpretations, and subject to the requirements of the Securities and Exchange
Commission. The Accounts will not purchase or sell futures contracts for which
the aggregate initial margin exceeds five percent (5%) of the fair market value
of their individual assets, after taking into account unrealized profits and
unrealized losses on any such contracts which they have entered into. The
Accounts will further seek to assure that fluctuations in the price of any
futures contracts that they use for hedging purposes will be substantially
related to fluctuations in the price of the securities which they hold or which
they expect to purchase, although there can be no assurance that the expected
result will be achieved.

SPECIAL RISKS

While certain futures contracts may be purchased and sold to reduce
certain risks, these transactions may entail other risks. Thus, while the
Accounts may benefit from the use of such futures, unanticipated changes in
stock price movements or interest rates may result in a poorer overall
performance for the Account than if it had not entered into such futures
contracts. Moreover, in the event of an imperfect correlation between the
futures position and the portfolio position which is intended to be protected,
the desired protection may not be obtained and the Accounts may be exposed to
risk of loss. The investment advisers will attempt to reduce this risk by
engaging in futures transactions, to the extent possible, where, in their
judgment, there is a significant correlation between changes in the prices of
the futures contracts and the prices of any portfolio securities sought to be
hedged.

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In addition to the possibility that there may be a less than perfect
correlation between movements in the futures contracts and securities in the
portfolio being hedged, the prices of futures contracts may not correlate
perfectly with movements in the underlying security due to certain market
distortions. First, rather than meeting variation margin deposit requirements
should a futures contract value move adversely, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the index and futures markets. Second, since margin
requirements in the futures market are less onerous than in the securities
market, the futures market may attract more speculators than the securities
market. Increased participation by speculators may cause temporary price
distortions. Due to the possibility of such price distortion, and also because
of the imperfect correlation discussed above, even a correct forecast of
general market trends by the investment advisers may not result in a successful
hedging transaction in the futures market over a short time period. However,
as is noted above, the use of financial futures by the Accounts is intended
primarily to limit transaction and borrowing costs. At no time will the
Accounts use financial futures for speculative purposes.

Successful use of futures contracts for hedging purposes is also
subject to the investment advisers' ability to predict correctly movements in
the direction of the market. However, the investment advisers believe that
over time the value of the Accounts' portfolios will tend to move in the same
direction as the market indices which are intended to correlate to the price
movements of the portfolio securities sought to be hedged.

MONEY MARKET INSTRUMENTS

Money market securities are instruments with remaining maturities of
one year or less, such as bank certificates of deposit, bankers' acceptances,
commercial paper (including master demand notes), and obligations issued or
guaranteed by the United States Government, its agencies or instrumentalities,
some of which may be subject to repurchase agreements.

CERTIFICATES OF DEPOSIT

Certificates of deposit are receipts issued by a bank in exchange for
the deposit of funds. The issuer agrees to pay the amount deposited plus
interest to the bearer of the receipt on the date specified on the certificate.
The certificate usually can be traded in the secondary market prior to
maturity.

Certificates of deposit will be limited to U.S. dollar-denominated
certificates of United States banks which have at least $1 billion in deposits
as of the date of their most recently published financial statements (including
foreign branches of U.S. banks, U.S. branches of foreign banks which are
members of the Federal Reserve System or the Federal Deposit Insurance
Corporation).

The Accounts will not acquire time deposits or obligations issued by
the International Bank for Reconstruction and Development, the Asian
Development Bank or the Inter-American Development Bank. Additionally, the
Accounts do not currently intend to purchase such foreign securities (except to
the extent that certificates of deposit of foreign branches of U.S. banks may
be deemed foreign securities) or purchase certificates of deposit, bankers'
acceptances or other similar obligations issued by foreign banks.
Additionally, Account TSB invests in Euro Certificates of Deposit issued by
banks outside of the United States, with interest and principal paid in U.S.
dollars.

BANKERS' ACCEPTANCES

Bankers' acceptances typically arise from short-term credit
arrangements designed to enable businesses to obtain funds to finance
commercial transactions. Generally, an acceptance is a time draft drawn on a
bank by an exporter or an importer to obtain a stated amount of funds to pay
for specific merchandise. The draft is then "accepted" by the bank which, in
effect, unconditionally guarantees to pay the face value of the instrument on
its maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be
as long as 270 days, most acceptances have maturities of six months or less.
Bankers' acceptances acquired by Accounts MM or TSB must have been accepted by
U.S. commercial banks, including foreign branches of U.S. commercial banks,
having total deposits at the time of purchase in excess of $1 billion, and must
be payable in U.S. dollars.

COMMERCIAL PAPER RATINGS

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Investments in commercial paper are limited to those rated A-1 by
Standard & Poor's Corporation and Prime-1 by Moody's Investors Service, Inc.
Commercial paper rated A-1 by S&P has the following characteristics: (1)
liquidity ratios are adequate to meet cash requirements; (2) the issuer's
long-term senior debt is rated "A" or better, although in some cases "BBB"
credits may be allowed; (3) the issuer has access to at least two additional
channels of borrowing; (4) basic earnings and cash flow have an upward trend
with allowances made for unusual circumstances; and (5) the issuer's industry
is typically well established and the issuer has a strong position within the
industry.

The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings are the
following: (1) evaluating the management of the issuer; (2) economic evaluation
of the issuer's industry or industries and an appraisal of speculative-type
risks which may be inherent in certain areas; (3) evaluation of the issuer's
products in relation to competition and customer acceptance; (4) liquidity; (5)
amount and quality of long-term debt; (6) trend of earnings over a period of
ten years; (7) financial strength of a parent company and the relationship
which exists with the issuer; and (8) recognition by the management of
obligations which may be present or may arise as a result of public
preparations to meet such obligations. The relative strength or weakness of
the above factors determines how the issuer's commercial paper is rated within
various categories.

MASTER DEMAND NOTES

Master demand notes are unsecured obligations that permit the
investment of fluctuating amounts at varying rates of interest pursuant to
direct arrangements between the lender (issuer) and the borrower. Master
demand notes may permit daily fluctuations in the interest rate and daily
changes in the amounts borrowed. An Account has the right to increase the
amount under the note at any time up to the full amount provided by the note
agreement, or to decrease the amount, and the borrower may repay up to the full
amount of the note without penalty. Notes purchased by a separate account must
permit it to demand payment of principal and accrued interest at any time (on
not more than seven days notice) or to resell the note at any time to a third
party. Master demand notes may have maturities of more than one year, provided
they specify that (i) the account be entitled to payment of principal and
accrued interest upon not more than seven days notice, and (ii) the rate of
interest on such notes be adjusted automatically at periodic intervals which
normally will not exceed 31 days, but which may extend up to one year. Because
these types of notes are direct lending arrangements between the lender and the
borrower, such instruments are not normally traded, and there is no secondary
market for these notes, although they are redeemable and thus repayable by the
borrower at face value plus accrued interest at any time. Accordingly, the
right to redeem is dependent upon the ability of the borrower to pay principal
and interest on demand. In connection with master demand note arrangements,
the investment adviser considers earning power, cash flow, and other liquidity
ratios of the borrower to pay principal and interest on demand. These notes,
as such, are not typically rated by credit rating agencies. Unless they are so
rated, a separate account may invest in them only if at the time of an
investment the issuer meets the criteria set forth above for commercial paper.
The notes will be deemed to have a maturity equal to the longer of the period
remaining to the next interest rate adjustment or the demand notice period.

UNITED STATES GOVERNMENT SECURITIES

Securities issued or guaranteed by the United States Government
include a variety of Treasury securities that differ only in their interest
rates, maturities and dates of issuance. Treasury Bills have maturities of one
year or less, Treasury Notes have maturities of one to ten years, and Treasury
Bonds generally have maturities of greater than ten years at the date of
issuance.

Securities issued or guaranteed by the United States Government or its
agencies or instrumentalities include direct obligations of the United States
Treasury and securities issued or guaranteed by the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage
Association, General Services Administration, Central Bank for Cooperatives,
Federal Home Loan Banks, Federal Loan Mortgage Corporation, Federal
Intermediate Credit Banks, Federal Land Banks, Maritime Administration, The
Tennessee Valley Authority, District of Columbia Armory Board and Federal
National Mortgage Association.

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are supported only by the credit of the instrumentality. Because the United
States Government is not obligated by law to provide support to an
instrumentality it sponsors, the Accounts will invest in the securities issued
by such an instrumentality only when the investment advisers determine that the
credit risk with respect to the instrumentality does not make the securities
unsuitable investments. United States Government securities will not include
international agencies or instrumentalities in which the United States
Government, its agencies or instrumentalities participate, such as the World
Bank, the Asian Development Bank or the Inter-American Development Bank, or
issues insured by the Federal Deposit Insurance Corporation.

REPURCHASE AGREEMENTS

Interim cash balances may be invested from time to time in repurchase
agreements with approved counterparties. Approved counterparties are limited
to national banks or reporting broker-dealers meeting the Advisor's credit
quality standards as presenting minimal risk of default. All repurchase
transactions must be collateralized by U.S. Government securities with market
value no less than 102% of the amount of the transaction, including accrued
interest. Repurchase transactions generally mature the next business day but,
in the event of a transaction of longer maturity, collateral will be marked to
market daily and, when required, additional cash or qualifying collateral will
be required from the counterparty.

In executing a repurchase agreement, a portfolio purchases eligible
securities subject to the seller's simultaneous agreement to repurchase them on
a mutually agreed upon date and at a mutually agreed upon price. The purchase
and resale prices are negotiated with the counterparty on the basis of current
short-term interest rates, which may be more or less than the rate on the
securities collateralizing the transaction. Physical delivery or, in the case
of "book-entry" securities, segregation in the counterparty's account at the
Federal Reserve for the benefit of the Portfolio is required to establish a
perfected claim to the collateral for the term of the agreement in the event
the counterparty fails to fulfill its obligation.

As the securities collateralizing a repurchase transaction are
generally of longer maturity than the term of the transaction, in the event of
default by the counterparty on its obligation, the Portfolio would bear the
risks of delay, adverse market fluctuation and transaction costs in disposing
of the collateral.

FOREIGN BANK OBLIGATIONS

Accounts MM and TSB may invest in obligations of foreign branches of
U.S. banks or U.S. branches of foreign banks. The obligations of foreign
branches of United States banks may be general obligations of the parent bank
in addition to the issuing branch, or may be limited by the terms of a specific
obligation and by government regulation. Payment of interest and principal
upon these obligations may also be affected by governmental action in the
country of domicile of the branch (generally referred to as "sovereign risk").
In addition, evidences of ownership of such securities may be held outside the
United States and Accounts MM and TSB may be subject to the risks associated
with the holding of such property overseas. Various provisions of federal law
governing domestic branches do not apply to foreign branches of domestic banks.

Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by federal and state
regulation as well as by governmental action in the country in which the
foreign bank has its head office. In addition, there may be less publicly
available information about a United States branch of a foreign bank than about
a domestic bank.

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INVESTMENT MANAGEMENT AND ADVISORY SERVICES

The investments and administration of the separate accounts are under
the direction of the Board of Managers. The Travelers Investment Management
Company (TIMCO) furnishes investment management and advisory services to
Accounts TGIS, TSB and TAS according to the terms of written Investment Advisory
Agreements. The Investment Advisory Agreements between Account TGIS and TIMCO
and Account TSB and TIMCO, were each approved by a vote of the variable annuity
contract owners at their meeting held on April 23, 1993. The Investment Advisory
Agreement between Account TAS and TIMCO was approved by a vote of the variable
annuity contract owners at their meeting held on April 23, 1993, and amended
effective May 1, 1996 by virtue of contract owner approval at a meeting held on
April 19, 1996.

Travelers Asset Management International Corporation (TAMIC) furnishes
investment management and advisory services to Accounts GIS, QB, MM and TB
according to the terms of written Investment Advisory Agreements. The
Investment Advisory Agreements between Account QB and TAMIC, Account MM and
TAMIC, and Account TB and TAMIC, were each approved by a vote of variable
annuity contract owners at their meeting held on April 23, 1993. The Investment
Advisory Agreement between TAMIC and Account GIS was approved by a vote of
contract owners at their meeting held on April 27, 1998. In addition, TAMIC
oversees the sub-adviser of Account GIS, TIMCO. TIMCO, pursuant to a written
sub-advisory agreement with TAMIC which was approved by a vote of contract
owners at their meeting of April 27, 1998, supervises the day-to-day operation
of Account GIS.

The agreements between Accounts TGIS, TSB and TAS and TIMCO, and the
agreements between Accounts GIS, QB, MM and TB and TAMIC, will all continue in
effect as described below in (3), as required by the 1940 Act. Each of the
agreements:

1. provides that for investment management and advisory services, the
Company will pay to TIMCO and TAMIC, on an annual basis, an
advisory fee based on the current value of the assets of the
accounts for which TIMCO and TAMIC act as investment advisers (see
"Advisory Fees" in the prospectus);

2. may not be terminated by TIMCO or TAMIC without the prior approval
of a new investment advisory agreement by those casting a majority
of the votes entitled to be cast and will be subject to
termination without the payment of any penalty, upon sixty days
written notice, by the Board of Managers or by a vote of those
casting a majority of the votes entitled to be cast;

3. will continue in effect for a period more than two years from the
date of its execution, only so long as its continuance is
specifically approved at least annually by a vote of a majority of
the Board of Managers, or by a vote of a majority of the
outstanding voting securities of the Accounts. In addition, and
in either event, the terms of the agreements must be approved
annually by a vote of a majority of the Board of Managers who are
not parties to, or interested persons of any party to, the
agreements, cast in person at a meeting called for the purpose of
voting on the approval and at which the Board of Managers has been
furnished the information that is reasonably necessary to evaluate
the terms of the agreements; and

4. will automatically terminate upon assignment.

ADVISORY FEES

The advisory fee for each Separate Account is described in the
prospectus.

The advisory fees paid to TIMCO by each of the Accounts during the
last three fiscal years were:

<TABLE>
<CAPTION>
ACCOUNT TSB ACCOUNT TGIS ACCOUNT TAS
----------- ------------ -----------
<S> <C> <C> <C>
1995 $ 444,144 $ 479,029 $ 215,616
1996 $ 267,590 $ 596,659 $ 259,403
1997 $ $ $
</TABLE>

The advisory fees paid to TAMIC by each of the Accounts during the
last three fiscal years were:

<TABLE>
<S> <C> <C> <C>
ACCOUNT GIS* ACCOUNT QB ACCOUNT MM ACCOUNT TB
----------- ---------- ---------- ----------
$
$
$

</TABLE>

_______________

* Based upon management fee scale approved by shareholders on April 27, 1998.

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<PAGE> 171
<TABLE>
<S> <C> <C> <C>
1995 $ 547,715 $ 254,985 $ 62,947
1996 $ 576,329 $ 253,092 $ 26,799
1997 $ $ $
</TABLE>

TIMCO

Investment decisions for Accounts GIS, TGIS, TSB and TAS will be made
independently from each other and from any other accounts that may be or become
managed by TIMCO. If, however, accounts managed by TIMCO are simultaneously
engaged in the purchase of the same security, then available securities may be
allocated to each account and may be averaged as to price in whatever manner
TIMCO deems to be fair. In some cases, this system might adversely affect the
price or volume of securities being bought or sold by an account, while in
other cases it may produce better executions or lower brokerage rates.

BROKERAGE

Subject to approval of the Board of Managers, and in accordance with
the Investment Advisory and Sub-Advisory Agreements, TIMCO will place purchase
and sale orders for portfolio securities of the Accounts through brokerage firms
which it may select from time to time with the objective of seeking the best
execution by responsible brokerage firms at reasonably competitive rates. To
the extent consistent with this policy, certain brokerage transactions may be
placed with firms which provide brokerage and research services to TIMCO, and
such transactions may be paid for at higher rates than other firms would charge.
The term "brokerage and research services" includes advice as to the value of
securities; the advisability of investing in, purchasing or selling securities;
the availability of securities for purchasers or sellers of securities;
furnishing analyses and reports concerning issues, industries, securities,
economic factors and trends, portfolio strategy and performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). These brokerage and research services may
be utilized in providing investment advice to Accounts GIS, TGIS, TSB and TAS,
and may also be utilized in providing investment advice and management to all
accounts over which TIMCO exercises investment discretion, but not all of such
services will necessarily be utilized in providing investment advice to all
accounts. This practice may be expected to result in greater cost to the
Accounts than might otherwise be the case if brokers whose charges were based on
execution alone were used for such transactions. TIMCO believes that brokers'
research services are very important in providing investment advice to the
Accounts, but is unable to give the services a dollar value. While research
services are not expected to reduce the expenses of TIMCO, TIMCO will, through
the use of these services, avoid the additional expenses which would be incurred
if it should attempt to develop comparable information through its own staff.

Transactions in the over-the-counter market are placed with the
principal market makers unless better price and execution may be obtained
otherwise. Brokerage fees will be incurred in connection with futures
transactions, and Accounts GIS, TGIS and TAS will be required to deposit and
maintain funds with brokers as margin to guarantee performance of future
obligations.

The overall reasonableness of brokerage commissions paid is evaluated
by personnel of TIMCO responsible for trading and managing the portfolios of
Accounts GIS, TGIS, TSB and TAS by comparing brokerage firms utilized by TIMCO
to other firms with respect to the following factors: the prices paid or
received in securities transactions, speed of execution and settlement, size
and difficulty of the brokerage transactions, the financial soundness of the
firms, and the quality, timeliness and quantity of research information and
reports.

The total brokerage commissions paid by Account GIS for the fiscal
years ended December 31, 1995, 1996 and 1997 were $866,658, $890,690 and
$__________, respectively. For the fiscal year ended December 31, 1997,
portfolio transactions in the amount of $___________ were directed to certain
brokers because of research services, of which $_______ was paid in commissions
with respect to these transactions. Commissions in the amount of $______ and
$______ were paid to Smith Barney Inc. and The Robinson Humphrey Company, Inc.,
respectively, both affiliates of TIMCO, which equals, for each, ____% and ____%
of Account GIS's aggregate brokerage commissions paid to such brokers during
1997. The percentage of the Account GIS's aggregate dollar amount of
transactions involving the payment of commissions effected through Smith Barney
and Robinson Humphrey was ____% and ____% respectively.

The total brokerage commissions paid by Account TGIS for the fiscal
years ended December 31, 1995, 1996 and 1997 were $260,684, $307,174 and
$________, respectively. For the fiscal year ended December 31, 1997,
portfolio

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<PAGE> 172
transactions in the amount of $___________ were directed to certain brokers
because of research services, of which $_______ was paid in commissions with
respect to these transactions. Commissions in the amount of $______and $______
were paid to Smith Barney Inc. and The Robinson Humphrey Company, Inc.,
respectively, both affiliates of TIMCO, which equals, for each, ____% and ____%
of Account TGIS's aggregate brokerage commissions paid to such brokers during
1997. The percentage of the Account TGIS's aggregate dollar amount of
transactions involving the payment of commissions effected through Smith Barney
and Robinson Humphrey was ____% and ____% respectively.

The total brokerage commissions paid by Account TAS for the fiscal
years ended December 31, 1995, 1996 and 1997 were $247,733, $263,570 and
$________, respectively. For the fiscal year ended December 31, 1997,
portfolio transactions in the amount of $___________ were directed to certain
brokers because of research services, of which $_______ was paid in commissions
with respect to these transactions. Commissions in the amount of $_____ and
$______ were paid to Smith Barney Inc. and The Robinson Humphrey Company, Inc.,
respectively, both affiliates of TIMCO, which equals, for each, ____% and ____%
of Account TAS's aggregate brokerage commissions paid to such brokers during
1997. The percentage of the Account TAS's aggregate dollar amount of
transactions involving the payment of commissions effected through Smith Barney
and Robinson Humphrey was ____% and ____%, respectively.

No formulas were used in placing portfolio transactions with brokers
which provided research services, and no specific amount of transactions was
allocated for research services.

TAMIC

Investment advice and management for TAMIC's clients (Accounts QB, MM
and TB) are furnished in accordance with their respective investment objectives
and policies and investment decisions for the Accounts will be made
independently from those of any other accounts managed by TAMIC. However,
securities owned by Accounts QB, MM or TB may also be owned by other clients
and it may occasionally develop that the same investment advice and decision
for more than one client is made at the same time. Furthermore, it may develop
that a particular security is bought or sold for only some clients even though
it might be held or bought or sold for other clients, or that a particular
security is bought for some clients when other clients are selling the
security. When two or more accounts are engaged in the purchase or sale of the
same security, the transactions are allocated as to amount in accordance with a
formula which is equitable to each account. It is recognized that in some
cases this system could have a detrimental effect on the price or volume of the
security as far as Accounts QB, MM or TB are concerned. In other cases,
however, it is believed that the ability of the accounts to participate in
volume transactions will produce better executions for the accounts.

BROKERAGE

Subject to approval of the Board of Managers, it is the policy of
TAMIC, in executing transactions in portfolio securities, to seek best
execution of orders at the most favorable prices. The determination of what
may constitute best execution and price in the execution of a securities
transaction by a broker involves a number of considerations, including, without
limitation, the overall direct net economic result to Accounts QB and TB,
involving both price paid or received and any commissions and other cost paid,
the efficiency with which the transaction is effected, the ability to effect
the transaction at all where a large block is involved, the availability of the
broker to stand ready to execute possible difficult transactions in the future,
and the financial strength and stability of the broker. Such considerations are
judgmental and are weighed by management in determining the overall
reasonableness of brokerage commissions paid. Subject to the foregoing, a
factor in the selection of brokers is the receipt of research services,
analyses and reports concerning issuers, industries, securities, economic
factors and trends, and other statistical and factual information. Any such
research and other statistical and factual information provided by brokers is
considered to be in addition to and not in lieu of services required to be
performed by TAMIC under its Investment Advisory Agreements. The cost, value
and specific application of such information are indeterminable and hence are
not practicably allocable among Accounts QB and TB and other clients of TAMIC
who may indirectly benefit from the availability of such information.
Similarly, Accounts QB and TB may indirectly benefit from information made
available as a result of transactions for such clients.

Purchases and sales of bonds and money market instruments will usually
be principal transactions and will normally be purchased directly from the
issuer or from the underwriter or market maker for the securities. There
usually will be no brokerage commissions paid for such purchases. Purchases
from the underwriters will include the underwriting commission or concession,
and purchases from dealers serving as market makers will include the spread
between the bid and asked prices. Where transactions are made in the
over-the-counter market, Accounts QB and TB will deal with primary market
makers unless more favorable prices are otherwise obtainable. Brokerage fees
will be incurred in

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<PAGE> 173
connection with futures transactions, and Accounts QB and TB will be required
to deposit and maintain funds with brokers as margin to guarantee performance
of future obligations.

TAMIC may follow a policy of considering the sale of units of Account
QB and TB a factor in the selection of broker-dealers to execute portfolio
transactions, subject to the requirements of best execution described above.

The policy of TAMIC with respect to brokerage is and will be reviewed
by the Board of Managers periodically. Because of the possibility of further
regulatory developments affecting the securities exchanges and brokerage
practices generally, the foregoing practices may be changed, modified or
eliminated.

The total brokerage commissions paid by Account QB for the fiscal
years ended December 31, 1995, 1996 and 1997 were $549,540, $745,209 and
$__________, respectively. For the fiscal year ended December 31, 1997, no
portfolio transactions were directed to certain brokers because of research
services. No commissions were paid to broker dealers affiliated with TAMIC.

The total brokerage commissions paid by Account TB for the fiscal
years ended December 31, 1995, 1996 and 1997 were $65,596, $75,437 and
$__________, respectively. For the fiscal year ended December 31, 1997, no
portfolio transactions were directed to certain brokers because of research
services.

PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Board of Managers, TAMIC is
responsible for the investment decisions and the placement of orders for
portfolio transactions of Account MM. Portfolio transactions occur primarily
with issuers, underwriters or major dealers in money market instruments acting
as principals. Such transactions are normally on a net basis and do not
involve payment of brokerage commissions. The cost of securities purchased
from an underwriter usually includes a commission paid by the issuer to the
underwriter, and transactions with dealers normally reflect the spread between
the bid and asked prices. TAMIC seeks to obtain the best net price and most
favorable execution of orders for the purchase and sale of portfolio
securities.

VALUATION OF ASSETS

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

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<PAGE> 174
When market quotations are not considered to be readily available for
long-term corporate bonds and notes, such investments are generally stated at
fair value on the basis of valuations furnished by a pricing service. These
valuations are determined for normal institutional-size trading units of such
securities using methods based on market transactions for comparable securities
and various relationships between securities which are generally recognized by
institutional traders. Securities, including restricted securities, for which
pricing services are not readily available are value by management at prices
which it deems in good faith to be fair.

Short term investments for which a quoted market price is available
are valued at market. Short-term investments for which there is no reliable
quoted market price are valued at amortized cost which approximates market.

NET INVESTMENT FACTOR

THE CONTRACT VALUE: The value of an Accumulation Unit on any business day is
determined by multiplying the value on the immediately preceding business day
by the net investment factor for the valuation period just ended. The net
investment factor is used to measure the investment performance of an
investment alternative from one Valuation Period to the next. The net
investment factor is determined by dividing (a) by (b) and adding (c) to the
result where:

(a) is the net result of the Valuation Period's investment income
(including, in the case of assets invested in an underlying mutual
fund, distributions whose ex-dividend date occurs during the
Valuation Period), PLUS capital gains and losses (whether realized
or unrealized), LESS any deduction for applicable taxes (presently
zero);

(b) is the value of the assets at the beginning of the Valuation
Period (or, in the case of assets invested in an underlying mutual
fund, value is based on the net asset value of the mutual fund);

(c) is the net result of 1.000, LESS the Valuation Period deduction
for the insurance charge, LESS the applicable deduction for the
investment advisory fee, and in the case of Accounts TGIS, TSB,
TAS and TB, LESS the applicable deduction for market timing fees
(the deduction for the investment advisory fee is not applicable
in the case of assets invested in an Underlying Fund, since the
fee is reflected in the net asset value of the fund).

The net investment factor may be more or less than one.

ACCUMULATION UNIT VALUE. The value of an accumulation unit on any business day
is determined by multiplying the value on the preceding business day by the net
investment factor for the business day just ended. The net investment factor is
calculated for each funding option and takes into account the investment
performance, expenses and the deduction of certain expenses.

ANNUITY UNIT VALUE. An Annuity Unit Value as of any business day is equal to
(a) the value of the Annuity Unit on the preceding business day, multiplied by
(b) the corresponding net investment factor for the business day just ended,
divided by (c) the assumed net investment factor for the valuation period.
(For example, the assumed net investment factor based on an annual assumed net
investment rate of 3.0% for a valuation period of one day is 1.000081 and, for
a period of two days, is 1.000081 x 1.000081.)

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<PAGE> 175

FEDERAL TAX CONSIDERATIONS

The following description of the federal income tax consequences under this
Contract is not exhaustive and is not intended to cover all situations.
Because of the complexity of the law and the fact that the tax results will
vary according to the factual status of the individual involved, tax advice may
be needed by a person contemplating purchase of an annuity contract and by a
contract owner or beneficiary who may make elections under a contract. For
further information, please consult a qualified tax adviser.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS
Federal tax law requires that minimum annual distributions begin by April
1st of the calendar year following the calendar year in which a participant
under a qualified plan, a Section 403(b) annuity, or an IRA attains age 70 1/2.
Distributions must also begin or be continued according to required patterns
following the death of the contract owner or the annuitant.

NONQUALIFIED ANNUITY CONTRACTS
Individuals may purchase tax-deferred annuities without tax law funding
limits. The purchase payments receive no tax benefit, deduction or deferral,
but increases in the value of the contract are generally deferred from tax
until distribution. If a nonqualified annuity is owned by other than an
individual, however, (e.g., by a corporation), the increases in value
attributable to purchase payments made after February 28, 1986 are includable
in income annually. Furthermore, for contracts issued after April 22, 1987,
all deferred increases in value will be includable in the income of a contract
owner when the contract owner transfers the contract without adequate
consideration.

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

Those receiving partial distributions made before the maturity date will
generally be taxed on an income-first basis to the extent of income in the
contract. If you are exchanging another annuity contract for this annuity,
certain pre-August 14, 1982 deposits into an annuity contract that have been
placed in the contract by means of a tax-deferred exchange under Section 1035
of the Code may be withdrawn first without income tax liability. This
information on deposits must be provided to the Company by the other insurance
company at the time of the exchange. There is income in the contract generally
to the extent the cash value exceeds the investment in the contract. The
investment in the contract is equal to the amount of premiums paid less any
amount received previously which was excludable from gross income. Any direct
or indirect borrowing against the value of the contract or pledging of the
contract as security for a loan will be treated as a cash distribution under
the tax law.

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

INDIVIDUAL RETIREMENT ANNUITIES

To the extent of earned income for the year and not exceeding $2,000 per
individual, an individual may make deductible contributions to an individual
retirement annuity (IRA). There are certain limits on the deductible amount
based on the adjusted gross income of the individual and spouse and based on
their participation in a retirement plan. If an individual is married and the
spouse does not have earned income, the individual may establish IRAs for the
individual and spouse. Purchase payments may then be made annually into IRAs
for both spouses in the maximum amount of 100% of earned income up to a
combined limit of $4,000.

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

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<PAGE> 176
SIMPLE Plan IRA Form

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

Roth IRAs

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

Qualified distributions from a Roth IRA are tax-free. A qualified
distribution requires that the Roth IRA has been held for at least 5 years, and
the distribution is made after age 591/2, on death or disability of the owner,
or for a limited amount ($10,000) for a qualified first time home purchase for
the owner or certain relatives. Income tax and a 10% penalty tax may apply to
distributions made (1) before age 591/2 (subject to certain exceptions) or (2)
during five taxable years starting with the year in which the first
contribution is made to the Roth IRA.

QUALIFIED PENSION AND PROFIT-SHARING PLANS

Under a qualified pension or profit-sharing plan, purchase payments made by
an employer are not currently taxable to the participant and increases in the
value of a contract are not subject to taxation until received by a participant
or beneficiary.

Distributions are taxable to the participant or beneficiary as ordinary
income in the year of receipt. Any distribution that is considered the
participant's "investment in the contract" is treated as a return of capital
and is not taxable. Certain lump-sum distributions may be eligible for special
forward averaging tax treatment for certain classes of individuals.

FEDERAL INCOME TAX WITHHOLDING

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

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

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

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

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

(c) a minimum required distribution as defined under the tax law is taken after
the attainment of the age of 701/2 or as otherwise required by law.

A distribution including a rollover that is not a direct rollover will be
subject to the 20% withholding, and a 10% additional tax penalty may apply to
any amount not added back in the rollover. The 20% withholding may be
recovered when the participant or beneficiary files a personal income tax
return for the year if a rollover was completed within 60

23
<PAGE> 177
days of receipt of the funds, except to the extent that the participant or
spousal beneficiary is otherwise underwithheld or short on estimated taxes for
that year.

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

To the extent not described as requiring 20% withholding in 1 above, the
portion of a non-periodic distribution which constitutes taxable income will be
subject to federal income tax withholding, if the aggregate distributions
exceed $200 for the year, unless the recipient elects not to have taxes
withheld. If no such election is made, 10% of the taxable distribution will be
withheld as federal income tax. Election forms will be provided at the time
distributions are requested. This form of withholding applies to all annuity
programs.

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 periodic
withholding.

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

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

PERFORMANCE DATA

YIELD QUOTATIONS OF ACCOUNT MM

Yield quotations of Account MM are calculated using the base period
return for a seven-day period. The base period return is calculated using a
hypothetical pre-existing account having a balance of one accumulation unit at
the beginning of the period; base period return per accumulation unit is equal
to accrued interest on portfolio securities plus or minus amortized purchase
discount or premium less all accrued expenses for investment advisory fees and
mortality and expense guarantees, and less a pro rata portion of the contract
administrative charge (calculated in the manner described under "Average Annual
Total Return" below), divided by the accumulation unit value at the beginning
of the period. Realized capital gains or losses and unrealized appreciation or
depreciation of the portfolio are not included in the base period return, but
are included in accumulation unit values.

Current yield is equal to the base period return multiplied by 365,
and the result divided by 7. The current yield for Account MM for the
seven-day period ended December 31, 1997 was ____%.

Effective yield, which includes the effects of compounding, is equal
to the sum of 1 plus the base period return, raised to a power equal to 365
divided by 7, minus 1. The effective yield for Account MM for the seven-day
period ended December 31, 1997 was ____%.

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<PAGE> 178
These quotations do not reflect a deduction for any applicable
surrender charge. If the surrender charge was included, yield and effective
yield would be reduced.

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of
historical performance for Accounts GIS, QB, MM, TGIS, TSB, TAS, TB and the
Funding Options of Fund U.

STANDARDIZED METHOD. Quotations of average annual total return are
computed according to a formula in which a hypothetical initial investment of
$1,000 is applied to an Account or Funding Option, and then related to ending
redeemable values over one-, five- and ten-year periods, or for a period
covering the time during which the Funding Option has been in existence, if
less. If a Funding Option has been in existence for less than one year, the
"since inception" total return performance quotations are year-to-date and are
not average annual total returns. The quotations reflect the deduction of all
recurring charges during each period (on a pro rata basis in the case of
fractional periods). The deduction for the semiannual administrative charge
($15) is converted to a percentage of assets based on the actual fee collected,
divided by the average net assets per contract sold under the Prospectus to
which this Statement of Additional Information relates. Each quotation assumes
a total redemption at the end of each period with the assessment of any
applicable surrender charge at that time. For Accounts TGIS, TSB, TAS and TB,
market timing fees are included in expenses in the calculation of performance
for periods on or after May 1, 1990, the date on which the market timing fee
became a charge against the daily assets of the timed accounts. The
performance for periods prior to May 1, 1990 does not reflect the deduction of
the market timing fee.

NONSTANDARDIZED METHOD. Nonstandardized "total return" will be
calculated in a manner similar to "standardized" as described above. However,
nonstandardized total return will not reflect the deduction of any applicable
withdrawal charge or the $15 semiannual 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.

TOTAL RETURN QUOTATIONS FOR TIMED ACCOUNTS. Because Accounts TGIS,
TSB, TAS and TB are primarily available to Contract Owners who have entered
into third party market timing services agreements, the Accounts may experience
wide fluctuations in assets over a given time period. Consequently,
performance data computed according to both the standardized and
nonstandardized methods for Accounts TGIS, TSB, TAS and TB may not always be
useful in evaluating the performance of these Accounts. In addition,
performance data for Accounts TGIS, TSB, TAS and TB alone will not generally be
useful to the purchase of evaluating the performance of a market timing
strategy that uses these Accounts.

GENERAL. 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
separate accounts and mutual funds.

For funding options that were in existence before they became available under
Fund U, the standardized average total return and non-standardized total return
quotations may accompany returns showing the investment performance that such
funding option would have achieved (reduced by the applicable charges) had
they been held available under the Contract for the period quoted. The total
return quotations are based upon historical earnings and are not necessarily
representative of future performance. A Contract Owner's Contract Value at
redemption may be more or less than original cost. Average annual total
returns of each Separate Account computed according to the standardized and
non-standardized methods for the periods ended December 31, 1997 are set forth
in the following table.

25
<PAGE> 179

<TABLE>
<CAPTION>
STANDARDIZED NON-STANDARDIZED
INCEPTION
DATE
1 YEAR 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C>
Account GIS 5/83
Account QB 5/83
Account MM 5/83
Account TGIS 11.76%
Account TSB(1) 11/87
Account TAS 11/87
Account TB 11/87
FUND U **--
Managed Assets Trust
High Yield Bond Trust 5/83
Capital Appreciation Fund(2) 5/83
U.S. Government Securities 1/92
Portfolio
Social Awareness Stock 5/92
Portfolio
Utilities Portfolio 2/94
Templeton Bond Fund 8/88
Templeton Stock Fund 8/88
Templeton Asset Allocation 8/88
Fund
Fidelity VIP High Income 9/85
Portfolio
Fidelity VIP Equity-Income 10/86
Portfolio
Fidelity VIP Growth Portfolio 10/86
Fidelity VIP II Asset Manager 9/89
Portfolio
Dreyfus Stock Index Fund 9/89
American Odyssey Core Equity 5/93
Fund
American Odyssey Emerging 5/93
Opportunities Fund
American Odyssey 5/93
International Equity Fund
American Odyssey Long-Term 5/93
Bond Fund
American Odyssey 5/93
Intermediate-Bond Fund
American Odyssey Short-Term 5/93
Bond Fund
American Odyssey Core Equity
Fund***
American Odyssey Emerging
Opportunities Fund***
American Odyssey
International Equity Fund***
American Odyssey Long-Term
Bond Fund***
American Odyssey
Intermediate-Bond Fund***
American Odyssey Global High
Yield Bond Fund***(3)
Smith Barney Income and 6/94
Growth Portfolio
Alliance Growth Portfolio 6/94
Smith Barney International 6/94
Equity Portfolio
Putnam Diversified Income 6/94
Portfolio
Smith Barney High Income 6/94
Portfolio
MFS Total Return Portfolio 6/94
Delaware Real Estate Fund
Salomon Brothers Variable
General Bond Fund
Salomon Brothers Variable
Investors Fund
Travelers Mid Cap Disciplined
Equity Fund
Travelers Disciplined Small
Cap Fund
</TABLE>

26
<PAGE> 180
Dreyfus Capital Appreciation
Fund
Dreyfus Small Cap Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio

Funds which are not listed above are new and do not have performance
information as of December 31, 1997.

* Since inception date.

***The CHART Fees are reflected in these performance figures.

(1) Formerly The Travelers Timed Money Market Account for Variable Annuities
(Account TMM).
(2) Formerly Aggressive Stock Trust.
(3) Formerly American Odyssey Short Term Bond Fund

THE BOARD OF MANAGERS

The investments and administration of each of the Separate Accounts
are under the direction of the Board of Managers, listed below. Members of the
Board of Managers of Accounts GIS, QB, MM, TGIS, TSB, TAS and TB are elected
annually by those Contract Owners participating in the Separate Accounts. A
majority of the members of the Board of Managers are persons who are not
affiliated with The Travelers Insurance Company, TIMCO, TAMIC or their
affiliates.

<TABLE>
<CAPTION>
Name Present Position and Principal Occupation During Last Five Years
---- ----------------------------------------------------------------
<S> <C>
*Heath B. McLendon Managing Director (1993-present), Smith Barney Inc. ("Smith Barney");
Chairman and Member Chairman (1993-present), Smith Barney Strategy Advisors, Inc.;
388 Greenwich Street President (1994-present), Smith Barney Mutual Funds Management Inc.;
New York, New York Chairman and Director of forty-one investment companies associated with
Age 64 Smith Barney; Chairman, Board of Trustees, Drew University; Trustee,
The East New York Savings Bank; Advisory Director, First Empire State
Corporation; Chairman, Board of Managers, seven Variable Annuity
Separate Accounts of The Travelers Insurance Company+; Chairman, Board
of Trustees, five Mutual Funds sponsored by The Travelers Insurance
Company++; prior to July 1993, Senior Executive Vice President of
Shearson Lehman Brothers Inc.

Knight Edwards Of Counsel (1988-present), Edwards & Angell, Attorneys; Member,
Member Advisory Board (1973-1994), thirty-one mutual funds sponsored by
2700 Hospital Trust Tower Keystone Group, Inc.; Member, Board of Managers, seven Variable Annuity
Providence, Rhode Island Separate Accounts of The Travelers Insurance Company+; Trustee, five
Age 74 Mutual Funds sponsored by The Travelers Insurance Company++.

Robert E. McGill, III Retired manufacturing executive. Director (1983-1995), Executive Vice
Member President (1989-1994) and Senior Vice President, Finance and
295 Hancock Street Administration (1983-1989), The Dexter Corporation (manufacturer of
Williamstown, Massachusetts specialty chemicals and materials); Vice Chairman (1990-1992), Director
Age 66 (1983-1995), Life Technologies, Inc. (life science/biotechnology
products); Director, (1994-present), The Connecticut Surety Corporation
(insurance); Director (1995-present), CN Bioscience, Inc.
(life/biotechnology products); Director (1995-present), Chemfab
Corporation (specialty materials manufacturer); Member, Board of
Managers, seven Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Trustee, five

</TABLE>

27
<PAGE> 181

<TABLE>
<S> <C>
Mutual Funds sponsored by The Travelers Insurance Company++.

Lewis Mandell Dean, College of Business Administration (1995-present), Marquette
Member University; Professor of Finance (1980-1995) and Associate Dean
606 N. 13th Street (1993-1995), School of Business Administration, and Director, Center
Milwaukee, WI 53233 for Research and Development in Financial Services (1980-1995),
Age 55 University of Connecticut; Director (1992-present), GZA
Geoenvironmental Tech, Inc. (engineering services); Member, Board of
Managers, seven Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company++.
</TABLE>

28
<PAGE> 182
<TABLE>
<S> <C>
Frances M. Hawk Private Investor (1997-present), Portfolio Manager (1992-1997), HLM
Member Management Company, Inc. (investment management); Assistant Treasurer,
222 Berkeley Street Pensions and Benefits. Management (1989-1992), United Technologies
Boston, Massachusetts Corporation (broad- based designer and manufacturer of high technology
Age 50 products); Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee, five Mutual
Funds sponsored by The Travelers Insurance Company++.

Ernest J. Wright Vice President and Secretary (1996-present), Assistant Secretary
Secretary to the Board (1994-1996), Counsel (1987-present), The Travelers Insurance Company;
One Tower Square Secretary, Board of Managers, seven Variable Annuity Separate Accounts
Hartford, Connecticut of The Travelers Insurance Company+; Secretary, Board of Trustees, five
Age 57 Mutual Funds sponsored by The Travelers Insurance Company++.

Kathleen A. McGah Assistant Secretary and Counsel (1995-present), The Travelers Insurance
Assistant Secretary to the Board Company; Assistant Secretary, Board of Managers, seven Variable Annuity
One Tower Square Separate Accounts of The Travelers Insurance Company+; Assistant
Hartford, Connecticut Secretary, Board of Trustees, five Mutual Funds sponsored by The
Age 47 Travelers Insurance Company++. Prior to January 1995, Counsel, ITT
Hartford Life Insurance Company.
</TABLE>

++ These five Mutual Funds are: Capital Appreciation Fund, Cash Income
Trust, High Yield Bond Trust, Managed Assets Trust and The Travelers
Series Trust.

* Mr. McLendon is an "interested person" within the meaning of
the 1940 Act by virtue of his position as Managing Director of Smith Barney
Inc., an indirect wholly owned subsidiary of Travelers Group Inc. and also owns
shares and options to purchase shares of Travelers Group Inc., the indirect
parent of The Travelers Insurance Company.

The Company is responsible for payment of the fees and expenses of the
Board of Managers, and the expenses of audit of the Separate Accounts, as well
as other expenses for services related to the operations of the accounts, for
which it deducts certain amounts from purchase payments and from the accounts.

Members of the Board of Managers who are also officers or employees of
Travelers Group Inc. or its subsidiaries are not entitled to any fee. Members
of the Board of Managers who are not affiliated as employees of Travelers Group
Inc. or its subsidiaries receive an aggregate retainer of $19,000 for service
on the Boards of the seven Variable Annuity Separate Accounts established by
The Travelers Insurance Company and the five Mutual Funds sponsored by The
Travelers Insurance Company. Board Members with 10 years of service may agree
to provide services as emeritus director at age 72 or upon reaching 80 years of
age and will receive 50% of the annual retainer and 50% of meeting fees if
attended. They also receive an aggregate fee of $2,500 for each meeting of such
Boards attended.

29
<PAGE> 183
DISTRIBUTION AND MANAGEMENT SERVICES

Under the terms of a Distribution and Management Agreement between
each Separate Account, the Company and Tower Square Securities, Inc., the
Company provides all sales and administrative services and mortality and
expense risk guarantees related to variable annuity contracts issued by the
Company in connection with the Separate Accounts and assumes the risk of
minimum death benefits, as applicable. The Company also pays all sales costs
(including costs associated with the preparation of sales literature); all
costs of qualifying the Separate Accounts and the variable annuity contracts
with regulatory authorities; the costs of proxy solicitation; all custodian,
accountants' and legal fees; and all compensation paid to the unaffiliated
members of the Board of Managers. In addition, under the terms of the
Distribution and Management Agreements between the Company and Accounts TGIS,
TSB, TAS and TB, the Company deducts amounts necessary to pay fees to
third-party registered investment advisers which provide market timing
investment advisory services to Contract Owners in those accounts and, in turn,
pays such fees to the registered investment advisers. The Company also
provides without cost to the Separate Accounts all necessary office space,
facilities, and personnel to manage its affairs.

The Company received the following amounts from the Separate Accounts
in each of the last three fiscal years for services provided under the
Distribution and Management Agreements:

<TABLE>
<CAPTION>
SEPARATE ACCOUNT 1997 1996 1995
---------------- ---- ---- ----
<S> <C> <C>
GIS $ 5,889,123 $ 4,557,639
QB $ 2,322,938 $ 2,119,384
MM $ 1,141,046 $ 1,122,833
U $43,929,076 $ 27,747,007
TGIS $ 2,727,368 $ 1,986,950
TSB $ 1,217,057 $ 1,860,151
TAS $ 1,196,757 $ 906,250
TB $ 77,050 $ 179,197
</TABLE>

SECURITIES CUSTODIAN

Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, New
York, is the custodian of the portfolio securities and similar investments of
Accounts GIS, QB, MM, TGIS, TSB, TAS and TB.

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P., independent accountants, 100 Pearl Street,
Hartford, Connecticut, are the independent auditors for Accounts GIS, QB, MM,
TGIS, TSB, TAS, TB and Fund U. The services provided to these Separate
Accounts include primarily the audit of the Accounts' financial statements.
The financial statements for the year ended December 31, 1997 of Account GIS,
QB, MM, TGIS, TSB, TAS, TB and Fund U appear in the Annual Reports for each,
which are incorporated herein by reference. Such financial statements have been
audited by Coopers & Lybrand L.L.P., as indicated in their reports thereon in
reliance upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of The Travelers Insurance
Company and Subsidiaries as of December 31, 1997 and 1996, and for each of the
years in the three-year period ended December 31, 1997, have been included
herein and in the registration statement in reliance upon the reports of KPMG
Peat Marwick LLP, independent certified public accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.

30
<PAGE> 184
FINANCIAL STATEMENTS

TRAVELERS INSURANCE COMPANY

31
<PAGE> 185

THETRAVELERS

THE TRAVELERS

VARIABLE ANNUITIES

INDIVIDUAL AND GROUP VARIABLE ANNUITY CONTRACTS

Issued By

THE TRAVELERS INSURANCE COMPANY

PENSION AND PROFIT-SHARING,

SECTION 403(B) AND SECTION 408, AND

DEFERRED COMPENSATION PROGRAMS

L-11165S TIC Ed. 5-98
Printed in U.S.A.

32
<PAGE> 186

STATEMENT OF ADDITIONAL INFORMATION

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

GROUP VARIABLE ANNUITY CONTRACTS ISSUED BY
THE TRAVELERS INSURANCE COMPANY
FOR FUNDING QUALIFIED RETIREMENT PLANS

MAY 1, 1998

This Statement of Additional Information ("SAI") is not a prospectus but
relates to, and should be read in conjunction with, the Prospectus dated May 1,
1998. A copy of the Prospectus may be obtained by writing to The Travelers
Insurance Company (the "Company"), Annuity Services, One Tower Square,
Hartford, Connecticut 06183-5030, or by calling 860-422-3985.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNT . . . . . . . . . . . . . . . . . . . . . 2
The Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INVESTMENT OBJECTIVE AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . 4
WRITING COVERED CALL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
BUYING PUT AND CALL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
FUTURES CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
MONEY MARKET INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
INVESTMENT MANAGEMENT AND ADVISORY SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . 10
Advisory and Subadvisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
TAMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
TIMCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
VALUATION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
THE BOARD OF MANAGERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
DISTRIBUTION AND MANAGEMENT SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECURITIES CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
FINANCIAL STATEMENTS - THE TRAVELERS INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>

<PAGE> 187
DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNT

THE INSURANCE COMPANY

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

THE SEPARATE ACCOUNT

The Travelers Growth and Income Stock Account for Variable Annuities (Account
GIS), which serves as the funding vehicle for the Variable Annuity contract
described in the Prospectus, meets the definition of a separate account under
the federal securities laws, and will comply with the provisions of the
Investment Company Act of 1940, as amended (the "1940 Act"). Additionally, the
operations of Account GIS 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 the investments of Account GIS, and the Commissioner has
adopted no regulations under the Section that affect Account GIS.

Account GIS was established on September 22, 1967 and is registered with the
Securities and Exchange Commission ("SEC") as a diversified, open-end
management investment company under the 1940 Act. The assets of Account GIS
are invested directly in securities (such as stocks) which are compatible with
its stated investment policies.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective and fundamental investment restrictions of Account GIS
are set forth below. Neither the investment objective nor the fundamental
investment restrictions can be changed without a vote of a majority of the
outstanding voting securities of the Account, as defined in the 1940 Act.
Additionally, in accomplishing its investment objectives, Account GIS uses
certain types of investments and investment techniques which are discussed
under "Investments and Investment Techniques" on page 4.

The percentage restrictions (for either fundamental investment policies or
investment restrictions) are interpreted such that if they are adhered to at
the time of investment, a later increase in a percentage beyond the specified
limit resulting from a change in the values of portfolio securities or in the
amount of net assets shall not be considered a violation. It must be
recognized that there are risks inherent in the ownership of any investment and
that there can be no assurance that the investment objectives of Account GIS
will be achieved.

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT OBJECTIVE

2
<PAGE> 188
combined considerations of risk, income and appreciation, investments may also
be made in bonds, notes or other evidence of indebtedness, issued publicly or
placed privately, of a type customarily purchased for investment by
institutional investors, including United States Government securities. These
investments generally would not have a prospect of long-term appreciation.
Investments in other than equity securities are temporary for defensive
purposes. Such investments may or may not be convertible into stock or be
accompanied by stock purchase options or warrants for the purchase of stock.

Account GIS may use exchange-traded financial futures contracts as a hedge to
protect against changes in stock prices. The use of stock index futures by
Account GIS is intended primarily to limit transaction and borrowing costs.
Account GIS expects that risk management transactions involving futures
contracts will not impact more than thirty percent (30%) of Account GIS's
assets at any one time. Account GIS may also write covered call options on
securities which it owns, and may purchase index or individual equity call or
put options.

INVESTMENT RESTRICTIONS

The investment restrictions for Account GIS set forth in items 1 through 9 are
fundamental and may not be changed without a vote of a majority of the
outstanding voting securities, as defined in the 1940 Act. Items 10 through 13
may be changed by a vote of the Board of Managers.

1. Not more than 5% of the assets of the Account will be invested in the
securities of any one issuer, except obligations of the United States
Government and its instrumentalities.

2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that such
borrowings will not exceed 5% of the value of the assets of the
Account and that immediately after the borrowing, and at all times
thereafter, and while any such borrowing is unrepaid, there will be
asset coverage of at least 300% for all borrowings of the Account.

3. Securities of other issuers will not be underwritten, except that the
Account could be deemed an underwriter when engaged in the sale of
restricted securities. (See item 13.)

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established market.

5. No purchase of commodities or commodity contracts will be made, except
transactions involving financial futures in order to limit transaction
and borrowing costs and for hedging purposes, as discussed above.

7. Investments will not be made in the securities of a company for the
purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer will be
acquired. (It is the present practice of Account GIS not to exceed 5%
of the voting securities of any one issuer.)

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for short-term credits
which are necessary for the clearance of transactions, and for the
placement of not more than 5% of its net asset value in total margin
deposits for positions in futures contracts.

3
<PAGE> 189
12. The Account will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

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

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

PORTFOLIO TURNOVER

Although Account GIS intends to purchase securities for long-term appreciation
of capital and income, and does not intend to place emphasis on obtaining
short-term trading profits, such short-term trading may occur. A higher
turnover rate should not be interpreted as indicating a variation from the
stated investment policy of seeking long-term accumulation of capital, and will
normally increase the brokerage costs of Account GIS. However, negotiated fees
and the use of futures contracts will help to reduce brokerage costs. While
there is no restriction on portfolio turnover, Account GIS expects to have a
moderate to high level of portfolio turnover in the range of 150% to 300%. The
portfolio turnover rate for Account GIS for the years ended December 31, 1995,
1996 and 1997 were 96%, and 85%, and _______ respectively.

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNT

WRITING COVERED CALL OPTIONS

Account GIS may write covered call options on portfolio securities for which
call options are available and which are listed on a national securities
exchange. These call options generally will be short-term contracts with a
duration of nine months or less.

Account GIS will write only "covered" call options, that is, it will own the
underlying securities which are acceptable for escrow when it writes the call
option and until the obligation to sell the underlying security is extinguished
by exercise or expiration of the call option, or until a call option covering
the same underlying security and having the same exercise price and expiration
date is purchased. Account GIS will receive a premium for writing a call
option, but gives up, until the expiration date, the opportunity to profit from
an increase in the underlying security's price above the exercise price.
Account GIS will retain the risk of loss from a decrease in the price of the
underlying security. Writing covered call options is a conservative investment
technique which is believed to involve relatively little risk, but which is
capable of enhancing an account's total returns.

The premium received for writing a covered call option will be recorded as a
liability in the Account's Statement of Assets and Liabilities. This liability
will be adjusted daily to the option's current market value, which will be the
latest sale price at the close of the New York Stock Exchange (the "Exchange"),
or, in the absence of such sale, at the latest bid quotation. The liability
will be extinguished upon expiration of the option, the purchase of an
identical option in a closing transaction, or delivery of the underlying
security upon exercise of the option.

4
<PAGE> 190
The Options Clearing Corporation is the issuer of, and the obligor on, the
covered call options written by Account GIS. In order to secure an obligation
to deliver to the Options Clearing Corporation the underlying security of a
covered call option, Account GIS will be required to make escrow arrangements.

In instances where Account GIS believes it is appropriate to close a covered
call option, it can close out the previously written call option by purchasing
a call option on the same underlying security with the same exercise price and
expiration date. Account GIS may also, under certain circumstances, be able to
transfer a previously written call option.

A previously written call option can be closed out by purchasing an identical
call option only on a national securities exchange which provides a secondary
market in the call option. There is no assurance that a liquid secondary
market will exist for a particular call option at such time. If Account GIS
cannot effect a closing transaction, it will not be able to sell the underlying
security while the previously written option remains outstanding, even though
it might otherwise be advantageous to do so.

If a substantial number of the call options are exercised, the Account's rate
of portfolio turnover may exceed historical levels. This would result in
higher brokerage commissions in connection with the writing of covered call
options and the purchase of call options to close out previously written
options. Such brokerage commissions are normally higher than those applicable
to purchases and sales of portfolio securities.

BUYING PUT AND CALL OPTIONS

Account GIS may purchase put options on securities held, or on futures
contracts whose price volatility is expected to closely match that of
securities held, as a defensive measure to preserve contract owners' capital
when market conditions warrant. Account GIS may purchase call options on
specific securities, or on futures contracts whose price volatility is expected
to closely match that of securities, eligible for purchase by Account GIS, in
anticipation of or as a substitute for the purchase of the securities
themselves. These options may be listed on a national exchange or executed
"over-the-counter" with a broker-dealer as the counterparty. While the
investment adviser anticipates that the majority of option purchases and sales
will be executed on a national exchange, put or call options on specific
securities or for non-standard terms are likely to be executed directly with a
broker-dealer when it is advantageous to do so. Option contracts will be
short-term in nature, generally less than nine months. Account GIS will pay a
premium in exchange for the right to purchase (call) or sell (put) a specific
number of shares of an equity security or futures contract at a specified price
(the strike price) on or before the expiration date of the options contract.
In either case, Account GIS's risk is limited to the option premium paid.

Account GIS may sell the put and call options prior to their expiration and
realize a gain or loss thereby. A call option will expire worthless if the
price of the related security is below the contract strike price at the time of
expiration; a put option will expire worthless if the price of the related
security is above the contract strike price at the time of expiration.

Put and call options will be employed for bona fide hedging purposes only.
Liquid securities sufficient to fulfill the call option delivery obligation
will be identified and segregated in an account; deliverable securities
sufficient to fulfill the put option obligation will be similarly identified
and segregated. In the case of put options on futures contracts, portfolio
securities whose price volatility is expected to match that of the underlying
futures contract will be identified and segregated.

FUTURES CONTRACTS

STOCK INDEX FUTURES

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price at which the futures contract is originally struck. The stock index
assigns relative values to the common stocks included in the index and reflects
overall price trends in the designated market for equity securities.
Therefore, price changes in a stock index futures contract reflect changes in
the specified index of equity securities on which the futures contract is
based. Stock index futures may also be used, to a limited extent, to hedge
specific common stocks with respect to market (systematic) risk (involving the
market's assessment of overall economic prospects) as distinguished from
stock-specific risk (involving the market's evaluation of the merits of the
issuer of a particular security). By establishing an appropriate "short"
position in stock index futures, Account GIS may seek to protect the value of
its equity securities against an overall decline in the market for equity
securities. Alternatively, in anticipation of a generally rising market,
Account GIS can seek to avoid losing the benefit of apparently low current
prices by establishing a "long" position in stock index futures and later
liquidating that position as particular equity securities are in fact acquired.
Account GIS will not be a hedging fund; however, to the extent that any hedging
strategies actually employed are successful, Account GIS will be affected to a
lesser degree by adverse overall market price movements unrelated to the merits
of specific portfolio equity securities than would otherwise be the case.
Gains and losses on futures contracts employed as hedges for specific
securities will normally be offset by losses or gains, respectively, on the
hedged security.

FUTURES MARKETS AND REGULATIONS

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.
Account GIS will incur brokerage fees in connection with its futures
transactions, and will be required to deposit and maintain funds with brokers
as margin to guarantee performance of future obligations.

Positions taken in the futures markets are not normally held to maturity, but
instead are liquidated through offsetting transactions which may result in a
profit or a loss. Closing out an open futures contract sale or purchase is
effected by entering into an offsetting futures contract purchase or sale,
respectively, for the same aggregate amount of the stock index futures contract
and the same delivery date. If the offsetting purchase price is less than the
original sale price, Account GIS realizes a gain; if it is more, Account GIS
realizes a loss. Conversely, if the offsetting sale price is more than the
original purchase price, Account GIS realizes a gain; if less, a loss. While
futures positions taken by Account GIS will usually be liquidated in this
manner, Account GIS may instead make or take delivery of the underlying
securities whenever it appears economically advantageous for them to do so. In
determining gain or loss, transaction costs must also be taken into account.
There can be no assurance that Account GIS will be able to enter into an
offsetting transaction with respect to a particular contract at a particular
time.

A clearing corporation associated with the exchange on which futures are traded
guarantees that the sale and purchase obligations will be performed with regard
to all positions that remain open at the termination of the contract.

All stock index futures will be traded on exchanges that are licensed and
regulated by the Commodity Futures Trading Commission ("CFTC"). Stock index
futures are currently traded on the Exchange and the Chicago Mercantile
Exchange.

The investment adviser does not believe Account GIS to be a "commodity pool" as
defined under the Commodity Exchange Act. Account GIS will only enter into
futures contracts for bona fide hedging or other appropriate risk management
purposes as permitted by CFTC regulations and interpretations, and subject to
the requirements of the SEC. 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 unrealized losses on any such contracts which it has entered into.
Account GIS will further seek to assure that fluctuations in the price of any
futures contracts that it uses for hedging purposes will be substantially
related to fluctuations in the price of the securities which it holds or which
it expects to purchase, although there can be no assurance that the expected
result will be achieved.

As evidence of its hedging intent, Account GIS expects that on seventy-five
percent (75%) or more of the occasions on which it purchases a long futures
contract, it will effect the purchase of securities in the cash market or take

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delivery at the close of a futures position. In particular cases, however,
when it is economically advantageous, a long futures position may be terminated
without the corresponding purchase of securities.

SPECIAL RISKS

While certain futures contracts may be purchased and sold to reduce certain
risks, these transactions may entail other risks. Thus, while Account GIS may
benefit from the use of such futures, unanticipated changes in stock price
movements may result in a poorer overall performance for Account GIS than if it
had not entered into such futures contracts. Moreover, in the event of an
imperfect correlation between the futures position and the portfolio position
which is intended to be protected, the desired protection may not be obtained
and Account GIS may be exposed to risk of loss. The investment adviser will
attempt to reduce this risk by engaging in futures transactions, to the extent
possible, where, in its judgment, there is a significant correlation between
changes in the prices of the futures contracts and the prices of any portfolio
securities sought to be hedged.

In addition to the possibility that there may be a less than perfect
correlation between movements in the futures contracts and securities in the
portfolio being hedged, the prices of futures contracts may not correlate
perfectly with movements in the underlying security due to certain market
distortions. First, rather than meeting variation margin deposit requirements
should a futures contract value move adversely, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the index and futures markets. Second, since margin
requirements in the futures market are less onerous than in the securities
market, the futures market may attract more speculators than the securities
market. Increased participation by speculators may cause temporary price
distortions. Due to the possibility of such price distortion, and also because
of the imperfect correlation discussed above, even a correct forecast of
general market trends by the investment adviser may not result in a successful
hedging transaction in the futures market over a short time period. However,
as is noted above, the use of financial futures by Account GIS is intended
primarily to limit transaction and borrowing costs. At no time will Account
GIS use financial futures for speculative purposes.

Successful use of futures contracts for hedging purposes is also subject to the
investment adviser's ability to predict correctly movements in the direction of
the market. However, the investment adviser believes that over time the value
of Account GIS's portfolio will tend to move in the same direction as the
market indices which are intended to correlate to the price movements of the
portfolio securities sought to be hedged.

MONEY MARKET INSTRUMENTS

Money market securities are instruments with remaining maturities of one year
or less, such as bank certificates of deposit, bankers' acceptances, commercial
paper (including master demand notes), and obligations issued or guaranteed by
the United States Government, its agencies or instrumentalities, some of which
may be subject to repurchase agreements.

CERTIFICATES OF DEPOSIT

Certificates of deposit are receipts issued by a bank in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest
to the bearer of the receipt on the date specified on the certificate. The
certificate usually can be traded in the secondary market prior to maturity.

Certificates of deposit will be limited to U.S. dollar-denominated certificates
of United States banks which have at least $1 billion in deposits as of the
date of their most recently published financial statements (including foreign
branches of U.S. banks, U.S. branches of foreign banks which are members of the
Federal Reserve System or the Federal Deposit Insurance Corporation).

Account GIS will not acquire time deposits or obligations issued by the
International Bank for Reconstruction and Development, the Asian Development
Bank or the Inter-American Development Bank. Additionally, Account GIS does
not currently intend to purchase such foreign securities (except to the extent
that certificates of deposit of

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foreign branches of U.S. banks may be deemed foreign securities) or purchase
certificates of deposit, bankers' acceptances or other similar obligations
issued by foreign banks.

BANKERS' ACCEPTANCES

Bankers' acceptances typically arise from short-term credit arrangements
designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then "accepted" by the bank which, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be
as long as 270 days, most acceptances have maturities of six months or less.
Bankers' acceptances acquired by Account GIS must have been accepted by U.S.
commercial banks, including foreign branches of U.S. commercial banks, having
total deposits at the time of purchase in excess of $1 billion, and must be
payable in U.S. dollars.

COMMERCIAL PAPER RATINGS

Investments in commercial paper are limited to those rated A-1 by Standard &
Poor's Corporation and Prime-1 by Moody's Investors Service, Inc. Commercial
paper rated A-1 by S&P has the following characteristics: (1) liquidity ratios
are adequate to meet cash requirements; (2) the issuer's long-term senior debt
is rated "A" or better, although in some cases "BBB" credits may be allowed;
(3) the issuer has access to at least two additional channels of borrowing; (4)
basic earnings and cash flow have an upward trend with allowances made for
unusual circumstances; and (5) the issuer's industry is typically well
established and the issuer has a strong position within the industry.

The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the following:
(1) evaluating the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks
which may be inherent in certain areas; (3) evaluation of the issuer's products
in relation to competition and customer acceptance; (4) liquidity; (5) amount
and quality of long-term debt; (6) trend of earnings over a period of ten
years; (7) financial strength of a parent company and the relationship which
exists with the issuer; and (8) recognition by the management of obligations
which may be present or may arise as a result of public preparations to meet
such obligations. The relative strength or weakness of the above factors
determines how the issuer's commercial paper is rated within various
categories.

MASTER DEMAND NOTES

Master demand notes are unsecured obligations that permit the investment of
fluctuating amounts at varying rates of interest pursuant to direct
arrangements between the lender (issuer) and the borrower. Master demand notes
may permit daily fluctuations in the interest rate and daily changes in the
amounts borrowed. An Account has the right to increase the amount under the
note at any time up to the full amount provided by the note agreement, or to
decrease the amount, and the borrower may repay up to the full amount of the
note without penalty. Notes purchased by a separate account must permit it to
demand payment of principal and accrued interest at any time (on not more than
seven days notice) or to resell the note at any time to a third party. Master
demand notes may have maturities of more than one year, provided they specify
that (i) the account be entitled to payment of principal and accrued interest
upon not more than seven days notice, and (ii) the rate of interest on such
notes be adjusted automatically at periodic intervals which normally will not
exceed 31 days, but which may extend up to one year. Because these types of
notes are direct lending arrangements between the lender and the borrower, such
instruments are not normally traded, and there is no secondary market for these
notes, although they are redeemable and thus repayable by the borrower at face
value plus accrued interest at any time. Accordingly, the right to redeem is
dependent upon the ability of the borrower to pay principal and interest on
demand. In connection with master demand note arrangements, the investment
adviser considers earning power, cash flow, and other liquidity ratios of the
borrower to pay principal and interest on demand. These notes, as such, are
not typically rated by credit rating agencies. Unless they are so rated, a
separate account may invest in them only if at the time of an investment the

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issuer meets the criteria set forth above for commercial paper. The notes will
be deemed to have a maturity equal to the longer of the period remaining to the
next interest rate adjustment or the demand notice period.

UNITED STATES GOVERNMENT SECURITIES

Securities issued or guaranteed by the United States Government include a
variety of Treasury securities that differ only in their interest rates,
maturities and dates of issuance. Treasury Bills have maturities of one year
or less, Treasury Notes have maturities of one to ten years, and Treasury Bonds
generally have maturities of greater than ten years at the date of issuance.

Securities issued or guaranteed by the United States Government or its agencies
or instrumentalities include direct obligations of the United States Treasury
and securities issued or guaranteed by the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Small
Business Administration, Government National Mortgage Association, General
Services Administration, Central Bank for Cooperatives, Federal Home Loan
Banks, Federal Loan Mortgage Corporation, Federal Intermediate Credit Banks,
Federal Land Banks, Maritime Administration, The Tennessee Valley Authority,
District of Columbia Armory Board and Federal National Mortgage Association.

Some obligations of United States Government agencies and instrumentalities,
such as Treasury Bills and Government National Mortgage Association
pass-through certificates, are supported by the full faith and credit of the
United States; others, such as securities of Federal Home Loan Banks, are
supported by the right of the issuer to borrow from the Treasury; still others,
such as bonds issued by the Federal National Mortgage Association, a private
corporation, are supported only by the credit of the instrumentality. Because
the United States Government is not obligated by law to provide support to an
instrumentality it sponsors, Account GIS will invest in the securities issued
by such an instrumentality only when the investment advisers determine that the
credit risk with respect to the instrumentality does not make the securities
unsuitable investments. United States Government securities will not include
international agencies or instrumentalities in which the United States
Government, its agencies or instrumentalities participate, such as the World
Bank, the Asian Development Bank or the Inter-American Development Bank, or
issues insured by the Federal Deposit Insurance Corporation.

REPURCHASE AGREEMENTS

In executing a repurchase agreement, a portfolio purchases eligible securities
subject to the seller's simultaneous agreement to repurchase them on a mutually
agreed upon date and at a mutually agreed upon price. The purchase and resale
prices are negotiated with the counterparty on the basis of current short-term
interest rates, which may be more or less than the rate on the securities
collateralizing the transaction. Physical delivery or, in the case of
"book-entry" securities, segregation in the counterparty's account at the
Federal Reserve for the benefit of the Portfolio is required to establish a
perfected claim to the collateral for the term of the agreement in the event
the counterparty fails to fulfill its obligation.

As the securities collateralizing a repurchase transaction are generally of
longer maturity than the term of the transaction, in the event of default by
the counterparty on its obligation, the Portfolio would bear the risks of
delay, adverse market fluctuation and transaction costs in disposing of the
collateral.

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INVESTMENT MANAGEMENT AND ADVISORY SERVICES

The investments and administration of Account GIS are under the direction
of the Board of Managers. The Travelers Asset Management International
Corporation (TAMIC) furnishes investment management and advisory services to
Account GIS according to the terms of a written Investment Advisory Agreement.
The agreement between Account GIS and TAMIC was approved by a vote of the
Variable Annuity Contract Owners at their meeting held on April 27, 1998.

The agreement will continue in effect as described below in (3), as required by
the 1940 Act. The agreement:

1. provides that for investment management and advisory services, the
Company will pay TAMIC, on an annual basis, an advisory fee based on
the current value of the assets of Account GIS (see "Advisory Fees"
below);

2. may not be terminated by TAMIC without prior approval of a new
investment advisory agreement by those casting a majority of the votes
entitled to be cast and will be subject to termination without the
payment of any penalty, upon sixty days written notice, by the Board
of Managers of the Account or by vote of those casting a majority of
the votes entitled to be cast;

3. will continue in effect for a period more than two years from the date
of its execution, only so long as its continuance is specifically
approved at least annually by a vote of a majority of the Board of
Managers, or by a vote of a majority of the outstanding voting
securities of Account GIS. In addition, and in either event, the
terms of the agreement must be approved annually by a vote of a
majority of the Board of Managers who are not parties to the agreement
or interested persons of any party to the agreement, cast in person,
at a meeting called for the purpose of voting on such approval and at
which the Board of Managers has been furnished the information that is
reasonably necessary to evaluate the terms of the agreement; and

4. will automatically terminate upon assignment.

ADVISORY AND SUBADVISORY FEES

For furnishing investment management and advisory services to Account GIS, under
a management agreement effective May 1, 1998, TAMIC is paid an amount
equivalent, on an annual basis, to a maximum of 0.65% of the average daily net
assets of Account GIS, grading down to 0.40%. The fee is computed daily and
paid monthly. Prior to May 1, 1998, TIMCO was the investment advisor, and the
fee was 0.45%. The total advisory fees paid to TIMCO by Account GIS for the
fiscal years ended December 31, 1995, 1996 and 1997 were $1,700,124; $2,079,020;
and $2,724,400, respectively. Had the new advisory fee been in effect during
1997, the amount paid by GIS would have been $3,807,000.

TIMCO will become the subadviser to Account GIS effective May 1, 1998;
therefore, there are no subadvisory fees for 1997 and earlier.

TAMIC

TAMIC, an indirect wholly owned subsidiary of Travelers Group Inc., is located
at One Tower Square, Hartford, Connecticut 06183. In addition to providing
investment management and advisory services to Account GIS, TAMIC acts as
investment adviser for other investment companies which serve as the funding
media for certain variable annuity and variable life insurance contracts
offered by The Travelers Insurance Company and its affiliates. TAMIC also acts
as investment adviser for individual and pooled pension and profit-sharing
accounts, for offshore insurance companies affiliated with The Travelers
Insurance Company, and for non-affiliated insurance companies, both domestic
and offshore.

TIMCO

TIMCO serves as subadvisor to Account GIS pursuant to a written agreement with
TAMIC. TAMIC pays TIMCO an amount equivalent on an annual basis to a maximum of
0.45% of the aggregate of the average daily net assets of Account GIS, grading
down to 0.20%.

TIMCO, an indirect wholly owned subsidiary of Travelers Group Inc., is located
at One Tower Square, Hartford, Connecticut 06183. In addition to providing
subadvisory services to Account GIS, TIMCO acts as investment adviser (or
subadviser) for other investment companies which serve as the funding media for
certain variable annuity and variable life insurance contracts offered by The
Travelers Insurance Company and its affiliates. TIMCO acts as investment
adviser for individual and pooled pension and profit-sharing accounts and for
affiliated companies of The Travelers Insurance Company.

Investment decisions for Account GIS will be made independently from those of
any other accounts managed by TIMCO. If, however, accounts managed by TIMCO
are simultaneously engaged in the purchase of the same security, then available
securities may be allocated to each account and may be averaged as to price in
whatever manner TIMCO deems to be fair. In some cases, this system might
adversely affect the price or volume of securities being bought or sold by an
account, while in other cases it may produce better executions or lower
brokerage rates.

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BROKERAGE

Subject to approval of the Board of Managers, and in accordance with the
Investment Advisory Agreement, TIMCO will place purchase and sale orders for
the portfolio securities of Account GIS through brokerage firms which it may
select from time to time with the objective of seeking the best execution by
responsible brokerage firms at reasonably competitive rates. To the extent
consistent with this policy, certain brokerage transactions may be placed with
firms which provide brokerage and research services to TIMCO, and such
transactions may be paid for at higher rates than other firms would charge.
The term "brokerage and research services" includes advice as to the value of
securities; the advisability of investing in, purchasing or selling securities;
the availability of securities for purchasers or sellers of securities;
furnishing analyses and reports concerning issues, industries, securities,
economic factors and trends, portfolio strategy and performance of accounts;
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement). These brokerage and research
services may be utilized in providing investment advice to Account GIS and may
also be utilized in providing investment advice and management to all accounts
over which TIMCO exercises investment discretion, but not all of such services
will necessarily be utilized in providing investment advice to all accounts.
This practice may be expected to result in greater cost to the Accounts than
might otherwise be the case if brokers whose charges were based on execution
alone were used for such transactions. TIMCO believes that brokers' research
services are very important in providing investment advice to the Accounts but
is unable to give the services a dollar value. While research services are not
expected to reduce the expenses of TIMCO, TIMCO will, through the use of these
services, avoid the additional expenses which would be incurred if it should
attempt to develop comparable information through its own staff.

Transactions in the over-the-counter market are placed with the principal
market makers unless better price and execution may be obtained otherwise.
Brokerage fees will be incurred in connection with futures transactions, and
Account GIS will be required to deposit and maintain funds with brokers as
margin to guarantee performance of future obligations.

The overall reasonableness of brokerage commissions paid is evaluated by
personnel of TIMCO responsible for trading and for managing Account GIS's
portfolio by comparing brokerage firms utilized by TIMCO and other firms with
respect to the following factors: the prices paid or received in securities
transactions, speed of execution and settlement, size and difficulty of the
brokerage transactions, the financial soundness of the firms, and the quality,
timeliness and quantity of research information and reports.

The total brokerage commissions paid by Account GIS for the fiscal years ended
December 31, 1995, 1996 and 1997 were $ , $866,658, $890,690, and
respectively. For the fiscal year ended December 31, 1997, portfolio
transactions in the amount of $ were directed to certain brokers because
of research services, of which $ was paid in commissions with respect to
these transactions. No formula was used in placing such transactions, and no
specific amount of transactions was allocated for research services. Commissions
in the amount of $ and $ were paid to Smith Barney Inc. and The
Robinson Humphrey Company, Inc., respectively, both affiliates of TIMCO, which
equals, for each, % and % of Account GIS's aggregate brokerage commissions
paid to such brokers during 1996. The percentage of Account GIS's aggregate
dollar amount of transactions involving the payment of commissions effected
through Smith Barney and Robinson Humphrey was % and %, respectively.

VALUATION OF ASSETS

The value of the assets of each Separate Account is determined on each
Valuation Date as of the close of the Exchange. If the Exchange is not open
for trading on any such day, then such computation shall be made as of the
normal close of the Exchange. Each security traded on a national securities
exchange is valued at the last reported sale price on the Valuation Date. If
there has been no sale on that day, then the value of the security is taken to
be

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the mean between the reported bid and asked prices on the Valuation Date or on
the basis of quotations received from a reputable broker or any other
recognized source.

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

When market quotations are not considered to be readily available for long-term
corporate bonds and notes, such investments are generally stated at fair value
on the basis of valuations furnished by a pricing service. These valuations
are determined for normal institutional-size trading units of such securities
using methods based on market transactions for comparable securities and
various relationships between securities which are generally recognized by
institutional traders. Securities, including restricted securities, for
which pricing services are not readily available are value by management at
prices which it deems in good faith to be fair.

Short term investments for which a quoted market price is available are valued
at market. Short-term investments for which there is no reliable quoted market
price are valued at amortized cost which approximates market.

THE BOARD OF MANAGERS

The investments and administration of Account GIS are under the direction of
the Board of Managers, listed below. Members of the Board of Managers are
elected annually by those Contract Owners participating in the Separate
Account. A majority of the members of the Board of Managers are persons who
are not affiliated with The Travelers Insurance Company, TIMCO, TAMIC or their
affiliates.

Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & Angell,
Member Attorneys; Member, Advisory Board (1973-1994), thirty-one mutual funds
2700 Hospital Trust Tower sponsored by Keystone Group, Inc.; Member, Board of Managers, seven
Providence, Rhode Island Variable Annuity Separate Accounts of The Travelers Insurance Company+;
Age 74 Trustee, five Mutual Funds sponsored by The Travelers Insurance
Company.++
</TABLE>

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<TABLE>
<S> <C>
Robert E. McGill, III Retired manufacturing executive. Director (1983-1995), Executive Vice
Member President (1989-1994) and Senior Vice President, Finance and
295 Hancock Street Administration (1983-1989), The Dexter Corporation (manufacturer of
Williamstown, Massachusetts specialty chemicals and materials); Vice Chairman (1990-1992), Director
Age 66 (1983-1995), Life Technologies, Inc. (life science/biotechnology
products); Director, (1994-present), The Connecticut Surety Corporation
(insurance); Director (1995-present), CN Bioscience, Inc.
(life science/biotechnology products); Director (1995-present), Chemfab
Corporation (specialty materials manufacturer); Member, Board of
Managers, seven Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company.++

Frances M. Hawk Private Investor (1997-present), Portfolio Manager (1992-present), HLM Management
Member Company, Inc. (investment management); Assistant Treasurer, Pensions and Benefits.
222 Berkeley Street Management (1989-1992), United Technologies Corporation (broad- based
Boston, Massachusetts designer and manufacturer of high technology products); Member, Board
Age 50 of Managers, seven Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company.++

Ernest J. Wright Vice President and Secretary (1996-present) Assistant Secretary (1994-1996),
Secretary to the Board Counsel (1987-present), The Travelers Insurance Company; Secretary, Board of Managers,
One Tower Square seven Variable Annuity Separate Accounts of The Travelers Insurance Company+;
Hartford, Connecticut Secretary, Board of Trustees, five Mutual Funds sponsored by The
Age 57 Travelers Insurance Company.++

Kathleen A. McGah Assistant Secretary and Counsel (1995-present), The Travelers Insurance
Assistant Secretary to the Board Company; Assistant Secretary, Board of Managers, seven Variable Annuity
One Tower Square Separate Accounts of The Travelers Insurance Company+; Assistant
Hartford, Connecticut Secretary, Board of Trustees, five Mutual Funds sponsored by The
Age 47 Travelers Insurance Company.++ Prior to January 1995, Counsel, ITT
Hartford Life Insurance Company.
</TABLE>

+ These seven Variable Annuity Separate Accounts are: The Travelers Growth
and Income Stock Account for Variable Annuities, The Travelers Quality Bond
Account for Variable Annuities, The Travelers Money Market Account for
Variable Annuities, The Travelers Timed Growth and Income Stock Account for
Variable Annuities, The Travelers Timed Short-Term Bond Account for Variable
Annuities, The Travelers Timed Aggressive Stock Account for Variable
Annuities and The Travelers Timed Bond Account for Variable Annuities.
++ These five Mutual Funds are: Capital Appreciation Fund, Cash Income Trust,
High Yield Bond Trust, Managed Assets Trust and The Travelers Series Trust.
* Mr. McLendon is an "interested person" within the meaning of the 1940 Act by
virtue of his position as Managing Director of Smith Barney Inc., an
indirect wholly owned subsidiary of Travelers Group Inc. and also

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owns shares and options to purchase shares of Travelers Group Inc., the
indirect parent of The Travelers Insurance Company.

The Company is responsible for payment of the fees and expenses of the Board of
Managers, and the expenses of audit of the Separate Accounts, as well as other
expenses for services related to the operations of the accounts, for which it
deducts certain amounts from purchase payments and from the accounts.

Members of the Board of Managers who are also officers or employees of Travelers
Group Inc. or its subsidiaries are not entitled to any fee. Members of the
Board of Managers who are not affiliated as employees of Travelers Group Inc. or
its subsidiaries receive an aggregate retainer of $19,000 for service on the
Boards of the seven Variable Annuity Separate Accounts established by The
Travelers Insurance Company and the five Mutual Funds sponsored by The Travelers
Insurance Company. Board Members with 10 years of service may agree to provide
services as emeritus director at age 72 or upon reaching 80 years of age and
will receive 50% of the annual retainer and 50% of meetings if attended. They
also receive an aggregate fee of $2,500 for each meeting of such Boards
attended.

DISTRIBUTION AND MANAGEMENT SERVICES

Under the terms of a Distribution and Management Agreement between Account GIS,
the Company and Tower Square Securities, Inc., the Company provides all sales
and administrative services and mortality and expense risk guarantees related
to variable annuity contracts issued by the Company in connection with Account
GIS and assumes the risk of minimum death benefits, as applicable. The Company
also pays all sales costs (including costs associated with the preparation of
sales literature); all costs of qualifying Account GIS and the variable annuity
contracts with regulatory authorities; the costs of proxy solicitation; all
custodian, accountants' and legal fees; and all compensation paid to the
unaffiliated members of the Board of Managers. The Company also provides
without cost to Account GIS all necessary office space, facilities, and
personnel to manage its affairs.

The Company received $4,557,639, $5,889,123, and from Account GIS
during the fiscal years ended December 31, 1995, 1996 and 1997, respectively,
for services provided under the Distribution and Management Agreement.

SECURITIES CUSTODIAN

Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, New York, is the
custodian of the portfolio securities and similar investments of Account GIS.

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P., independent accountants, 100 Pearl Street, Hartford,
Connecticut, are the independent auditors for Account GIS. The services
provided to Account GIS include primarily the audit of the Account's financial
statements. The financial statements for the year ended December 31, 1996 of
Account GIS appear in the Annual Report which is incorporated herein by
reference. Such financial statements have been audited by Coopers & Lybrand
L.L.P., as indicated in their report thereon in reliance upon the authority of
said firm as experts in accounting and auditing.

The consolidated financial statements of The Travelers Insurance Company and
Subsidiaries as of December 31, 1996 and 1995, and for each of the years in the
three-year period ended December 31, 1996, have been included herein and in the
registration statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.

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TheTRAVELERS (logo umbrella)

GROUP VARIABLE ANNUITY CONTRACTS

Issued By

THE TRAVELERS INSURANCE COMPANY

Pension and Profit-Sharing Programs
Section 403(b) Plans

L-11161S TIC Ed. 5-98
Printed in U.S.A

<PAGE> 201

STATEMENT OF ADDITIONAL INFORMATION

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

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

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

GROUP VARIABLE ANNUITY CONTRACTS
ISSUED BY THE TRAVELERS INSURANCE COMPANY
FOR FUNDING QUALIFIED RETIREMENT PLANS
UNDER PENSION AND PROFIT-SHARING PROGRAMS

May 1, 1998

This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Prospectus dated May 1, 1998. A
copy of the Prospectus may be obtained by writing to The Travelers Insurance
Company (the "Company"), Annuity Marketing, One Tower Square, Hartford,
Connecticut 06183-5030, or by calling 1-800-842-8573.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS ...................... 2
The Insurance Company.................................................. 2
The Separate Accounts ................................................. 2

INVESTMENT OBJECTIVES AND POLICIES .......................................... 2
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES .............................................. 3
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES ............. 4

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNTS ......................... 6

WRITING COVERED CALL OPTIONS .......................................... 6
BUYING PUT AND CALL OPTIONS .......................................... 7
FUTURES CONTRACTS ..................................................... 8
MONEY MARKET INSTRUMENTS .............................................. 10

INVESTMENT MANAGEMENT AND ADVISORY SERVICES ................................. 12
Advisory and Subadvisory Fees ......................................... 13
TAMIC.................................................................. 13
TIMCO.................................................................. 13

VALUATION OF ASSETS ......................................................... 16
THE BOARD OF MANAGERS ....................................................... 16
DISTRIBUTION AND MANAGEMENT SERVICES ........................................ 18
SECURITIES CUSTODIAN ........................................................ 18
INDEPENDENT ACCOUNTANTS ..................................................... 19
FINANCIAL STATEMENTS - THE TRAVELERS INSURANCE COMPANY ...................... FS-1
</TABLE>

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DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS

THE INSURANCE COMPANY

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

THE SEPARATE ACCOUNTS

Each of the Separate Accounts which serve as the funding vehicles for the
Variable Annuity contracts described in this Statement of Additional Information
meets the definition of a separate account under the federal securities laws,
and will comply with the provisions of the Investment Company Act of 1940, as
amended (the "1940 Act"). Additionally, the operations of each of the Separate
Accounts are subject to the provisions of Section 38a-433 of the Connecticut
General Statutes which authorizes the Connecticut Insurance Commissioner to
adopt regulations under it. The Section contains no restrictions on investments
of the Separate Accounts, and the Commissioner has adopted no regulations under
the Section that affect the Separate Accounts.

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

Purchase Payments may be allocated to either of the Separate Accounts. The
Company may make additions to or deletions from the investment alternatives
available under the Contract, as permitted by law. The investment objectives of
each of the Separate Accounts are as follows:

ACCOUNT GIS: The primary objective of Account GIS is long-term
accumulation of principal through capital appreciation and
retention of net investment income. The assets of Account GIS
will normally be invested in a portfolio of common stocks
spread over industries and companies.

ACCOUNT QB: The primary objective of Account QB is current income,
moderate capital volatility and total return. Assets of
Account QB will be invested in short-term to intermediate-term
bonds or other debt securities with a market value-weighted
average maturity of five years or less.

INVESTMENT OBJECTIVES AND POLICIES

Each Separate Account has a different investment objective and different
investment policies, and each Separate Account has certain fundamental
investment restrictions, all of which are set forth below. Neither the
investment objective nor the fundamental investment restrictions can be changed
without a vote of a majority of the outstanding voting securities of the
Accounts, as defined in the 1940 Act. Additionally, in accomplishing their
respective investment objectives, each Account uses certain types of investments
and investment techniques which are discussed under "Investments and Investment
Techniques" on page 6.

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The percentage restrictions (for either fundamental investment policies or
investment restrictions) are interpreted such that if they are adhered to at the
time of investment, a later increase in a percentage beyond the specified limit
resulting from a change in the values of portfolio securities or in the amount
of net assets shall not be considered a violation. It must be recognized that
there are risks inherent in the ownership of any investment and that there can
be no assurance that the investment objectives of the Separate Accounts will be
achieved.

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT OBJECTIVE

The basic investment objective of Account GIS is the selection of investments
from the point of view of an investor concerned primarily with long-term
accumulation of principal through capital appreciation and retention of net
investment income. This principal objective does not preclude the realization of
short-term gains when conditions would suggest the long-term goal is
accomplished by such short-term transactions. The assets of Account GIS will
primarily be invested in a portfolio of equity securities, mainly common stocks,
spread over industries and companies. However, when it is determined that
investments of other types may be advantageous on the basis of combined
considerations of risk, income and appreciation, investments may also be made in
bonds, notes or other evidence of indebtedness, issued publicly or placed
privately, of a type customarily purchased for investment by institutional
investors, including United States Government securities. These investments
generally would not have a prospect of long-term appreciation. Investments in
other than equity securities are temporary for defensive purposes. Such
investments may or may not be convertible into stock or be accompanied by stock
purchase options or warrants for the purchase of stock.

Account GIS may use exchange-traded financial futures contracts as a hedge to
protect against changes in stock prices. The use of stock index futures by
Account GIS is intended primarily to limit transaction and borrowing costs.
Account GIS expects that risk management transactions involving futures
contracts will not impact more than thirty percent (30%) of Account GIS's assets
at any one time. Account GIS may also write covered call options on securities
which it owns, and may purchase index or individual equity call or put options.

INVESTMENT RESTRICTIONS

1. Not more than 5% of the assets of the Account will be invested in the
securities of any one issuer, except obligations of the United States
Government and its instrumentalities.

2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that such borrowings
will not exceed 5% of the value of the assets of the Account and that
immediately after the borrowing, and at all times thereafter, and while
any such borrowing is unrepaid, there will be asset coverage of at
least 300% for all borrowings of the Account.

3. Securities of other issuers will not be underwritten, except that the
Account could be deemed an underwriter when engaged in the sale of
restricted securities. (See item 13.)

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established market.

5. No purchase of commodities or commodity contracts will be made, except
transactions involving financial futures in order to limit transaction
and borrowing costs and for hedging purposes, as discussed above.

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7. Investments will not be made in the securities of a company for the
purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer will be
acquired. (It is the present practice of Account GIS not to exceed 5%
of the voting securities of any one issuer.)

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for short-term credits
which are necessary for the clearance of transactions, and for the
placement of not more than 5% of its net asset value in total margin
deposits for positions in futures contracts.

12. The Account will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

13. Not more than 5% of the value of the assets of the Account may be
invested in restricted securities (securities which may not be publicly
offered without registration under the Securities Act of 1933).

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

PORTFOLIO TURNOVER

Although Account GIS intends to purchase securities for long-term appreciation
of capital and income, and does not intend to place emphasis on obtaining
short-term trading profits, such short-term trading may occur. A higher turnover
rate should not be interpreted as indicating a variation from the stated
investment policy of seeking long-term accumulation of capital, and will
normally increase the brokerage costs of Account GIS. However, negotiated fees
and the use of futures contracts will help to reduce brokerage costs. While
there is no restriction on portfolio turnover, Account GIS expects to have a
moderate to high level of portfolio turnover in the range of 150% to 300%. The
portfolio turnover rate for Account GIS for the years ended December 31, 1995,
1996 and 1997 was 9.6%, 85% and % respectively.

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT OBJECTIVE

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

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<PAGE> 205

It is contemplated that the assets of Account QB will be invested in money
market obligations, including, but not limited to, Treasury bills, repurchase
agreements, commercial paper, bank certificates of deposit and bankers'
acceptances, and in publicly traded debt securities, including bonds, notes,
debentures, equipment trust certificates and short-term instruments. These
securities may carry certain equity features such as conversion or exchange
rights or warrants for the acquisition of stocks of the same or different
issuer, or participations based on revenues, sales or profits. It is currently
anticipated that the market value-weighted average maturity of the portfolio
will not exceed five years. (In the case of mortgage-backed securities, the
estimated average life of cash flows will be used instead of average maturity.)
Investments in longer term obligations may be made if the Board of Managers
concludes that the investment yields justify a longer term commitment.

Account QB may purchase and sell futures contracts on debt securities ("interest
rate futures") to hedge against changes in interest rates that might otherwise
have an adverse effect upon the value of Account QB's securities.

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

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

INVESTMENT RESTRICTIONS

The investment restrictions set forth in items 1 through 9 below are fundamental
and may not be changed without a vote of a majority of the outstanding voting
securities of Account QB, as defined in the 1940 Act. Items 10 through 13 may be
changed by a vote of the Board of Managers of Account QB.

1. Not more than 15% of the value of the assets of Account QB will be
invested in the securities of any one issuer, except obligations of the
United States Government and its instrumentalities, for which there is
no limit.

2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that these
borrowings will not exceed 5% of the value of the assets of Account QB
and that immediately after the borrowing, and at all times thereafter,
and while any borrowing is unrepaid, there will be asset coverage of at
least 300% for all borrowings of Account QB.

3. Securities of other issuers will not be underwritten, except that
Account QB could be deemed to be an underwriter when engaged in the
sale of restricted securities.

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established market.

5. No purchase of commodities or commodity contracts will be made, except
transactions involving financial futures used as a hedge against
unanticipated changes in prevailing levels of interest rates.

7. Investments will not be made in the securities of a company for the
purpose of exercising management or control.

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<PAGE> 206

8. Not more than 10% of the voting securities of any one issuer will be
acquired.

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for any short-term
credits that are necessary for the clearance of transactions and to
place up to 5% of the value of its net assets in total margin deposits
for positions in futures contracts.

12. Account QB will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

The investments of Account QB will not be concentrated in any one industry; that
is, no more than twenty-five percent (25%) of the value of its assets will be
invested in any one industry. There is no investment policy as to Account QB's
investment in foreign securities.

PORTFOLIO TURNOVER

Brokerage costs associated with short-term debt instruments are significantly
lower than those incurred on equity investments, and thus, a high portfolio
turnover rate would not adversely affect the brokerage costs of Account QB to
the same extent as high turnover in a separate account which invests primarily
in common stock. The portfolio turnover rate for Account QB for the years ended
December 31, 1995, 1996 and 1997 was 138%, 176% and , respectively.
The marked increase in the portfolio turnover rate for 1995 was due to a
restructuring of corporate bond positions in order to seek increased returns.

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT TECHNIQUES
AVAILABLE TO THE SEPARATE ACCOUNTS

WRITING COVERED CALL OPTIONS

Account GIS will write only "covered" call options, that is, it will own the
underlying securities which are acceptable for escrow when it writes the call
option and until the obligation to sell the underlying security is extinguished
by exercise or expiration of the call option, or until a call option covering
the same underlying security and having the same exercise price and expiration
date is purchased. Account GIS will receive a premium for writing a call option,
but gives up, until the expiration date, the opportunity to profit from an
increase in the underlying security's price above the exercise price. Account
GIS will retain the risk of loss from a decrease in the price of the underlying
security. Writing covered call options is a conservative investment technique
which is believed to involve relatively little risk, but which is capable of
enhancing an account's total returns.

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quotation. The liability will be extinguished upon expiration of the option, the
purchase of an identical option in a closing transaction, or delivery of the
underlying security upon exercise of the option.

The Options Clearing Corporation is the issuer of, and the obligor on, the
covered call options written by Account GIS. In order to secure an obligation to
deliver to the Options Clearing Corporation the underlying security of a covered
call option written by Account GIS, the Account will be required to make escrow
arrangements.

In instances where Account GIS believes it is appropriate to close a covered
call option, it can close out the previously written call option by purchasing a
call option on the same underlying security with the same exercise price and
expiration date. Account GIS may also, under certain circumstances, be able to
transfer a previously written call option.

A previously written call option can be closed out by purchasing an identical
call option only on a national securities exchange which provides a secondary
market in the call option. There is no assurance that a liquid secondary market
will exist for a particular call option at such time. If Account GIS cannot
effect a closing transaction, it will not be able to sell the underlying
security while the previously written option remains outstanding, even though it
might otherwise be advantageous to do so.

If a substantial number of the call options are exercised, the Account's rate of
portfolio turnover may exceed historical levels. This would result in higher
brokerage commissions in connection with the writing of covered call options and
the purchase of call options to close out previously written options. Such
brokerage commissions are normally higher than those applicable to purchases and
sales of portfolio securities.

BUYING PUT AND CALL OPTIONS

Account GIS may purchase put options on securities held, or on futures contracts
whose price volatility is expected to closely match that of securities held, as
a defensive measure to preserve contract owners' capital when market conditions
warrant. Account GIS may purchase call options on specific securities, or on
futures contracts whose price volatility is expected to closely match that of
securities, eligible for purchase by Account GIS, in anticipation of or as a
substitute for the purchase of the securities themselves. These options may be
listed on a national exchange or executed "over-the-counter" with a
broker-dealer as the counterparty. While the investment adviser anticipates that
the majority of option purchases and sales will be executed on a national
exchange, put or call options on specific securities or for non-standard terms
are likely to be executed directly with a broker-dealer when it is advantageous
to do so. Option contracts will be short-term in nature, generally less than
nine months. Account GIS will pay a premium in exchange for the right to
purchase (call) or sell (put) a specific number of shares of an equity security
or futures contract at a specified price (the strike price) on or before the
expiration date of the options contract. In either case, Account GIS's risk is
limited to the option premium paid.

Account GIS may sell the put and call options prior to their expiration and
realize a gain or loss thereby. A call option will expire worthless if the price
of the related security is below the contract strike price at the time of
expiration; a put option will expire worthless if the price of the related
security is above the contract strike price at the time of expiration.

Put and call options will be employed for bona fide hedging purposes only.
Liquid securities sufficient to fulfill the call option delivery obligation will
be identified and segregated in an account; deliverable securities sufficient to
fulfill the put option obligation will be similarly identified and segregated.
In the case of put options on futures contracts, portfolio securities whose
price volatility is expected to match that of the underlying futures contract
will be identified and segregated.

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FUTURES CONTRACTS

STOCK INDEX FUTURES

Account GIS will invest in stock index futures. A stock index futures contract
provides for one party to take and the other to make delivery of an amount of
cash over the hedging period equal to a specified amount times the difference
between a stock index value at the close of the last trading day of the contract
or the selling price and the price at which the futures contract is originally
struck. The stock index assigns relative values to the common stocks included in
the index and reflects overall price trends in the designated market for equity
securities. Therefore, price changes in a stock index futures contract reflect
changes in the specified index of equity securities on which the futures
contract is based. Stock index futures may also be used, to a limited extent, to
hedge specific common stocks with respect to market (systematic) risk (involving
the market's assessment of overall economic prospects) as distinguished from
stock-specific risk (involving the market's evaluation of the merits of the
issuer of a particular security). By establishing an appropriate "short"
position in stock index futures, Account GIS may seek to protect the value of
its equity securities against an overall decline in the market for equity
securities. Alternatively, in anticipation of a generally rising market, Account
GIS can seek to avoid losing the benefit of apparently low current prices by
establishing a "long" position in stock index futures and later liquidating that
position as particular equity securities are in fact acquired. Account GIS will
not be a hedging fund; however, to the extent that any hedging strategies
actually employed are successful, Account GIS will be affected to a lesser
degree by adverse overall market price movements unrelated to the merits of
specific portfolio equity securities than would otherwise be the case. Gains and
losses on futures contracts employed as hedges for specific securities will
normally be offset by losses or gains, respectively, on the hedged security.

INTEREST RATE FUTURES

Account QB may purchase and sell futures contracts on debt securities ("interest
rate futures") to hedge against anticipated changes in interest rates that might
otherwise have an adverse effect upon the value of an Account's debt securities.
An interest rate futures contract is a binding contractual commitment which, if
held to maturity, will result in an obligation to make or accept delivery,
during a particular future month, of debt securities having a standardized face
value and rate of return.

By purchasing interest rate futures (assuming a "long" position), Account QB
will be legally obligated to accept the future delivery of the underlying
security and pay the agreed price. This would be done, for example, when Account
QB intends to purchase particular debt securities when it has the necessary
cash, but expects the rate of return available in the securities markets at that
time to be less favorable than rates currently available in the futures markets.
If the anticipated rise in the price of the debt securities should occur (with
its concurrent reduction in yield), the increased cost of purchasing the
securities will be offset, at least to some extent, by the rise in the value of
the futures position taken in anticipation of the securities purchase.

By selling interest rate futures held by it, or interest rate futures having
characteristics similar to those held by it (assuming a "short" position),
Account QB will be legally obligated to make the future delivery of the security
against payment of the agreed price. Such a position seeks to hedge against an
anticipated rise in interest rates that would adversely affect the value of
Account QB's portfolio debt securities.

Open futures positions on debt securities will be valued at the most recent
settlement price, unless such price does not appear to the Board of Managers to
reflect the fair value of the contract, in which case the positions will be
valued at fair value determined in good faith by or under the direction of the
Board of Managers.

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FUTURES MARKETS AND REGULATIONS

When a futures contract is purchased, Accounts GIS and QB will set aside, in an
identifiable manner, an amount of cash and cash equivalents equal to the total
market value of the futures contract, less the amount of the initial margin. The
Accounts will incur brokerage fees in connection with their futures
transactions, and will be required to deposit and maintain funds with brokers as
margin to guarantee performance of future obligations.

Positions taken in the futures markets are not normally held to maturity, but
instead are liquidated through offsetting transactions which may result in a
profit or a loss. Closing out an open futures contract sale or purchase is
effected by entering into an offsetting futures contract purchase or sale,
respectively, for the same aggregate amount of the stock index or interest rate
futures contract and the same delivery date. If the offsetting purchase price is
less than the original sale price, the Accounts realize a gain; if it is more,
the Accounts realize a loss. Conversely, if the offsetting sale price is more
than the original purchase price, the Accounts realize a gain; if less, a loss.
While futures positions taken by the Accounts will usually be liquidated in this
manner, the Accounts may instead make or take delivery of the underlying
securities whenever it appears economically advantageous for them to do so. In
determining gain or loss, transaction costs must also be taken into account.
There can be no assurance that the Accounts will be able to enter into an
offsetting transaction with respect to a particular contract at a particular
time.

A clearing corporation associated with the exchange on which futures are traded
guarantees that the sale and purchase obligations will be performed with regard
to all positions that remain open at the termination of the contract.

All stock index and interest rate futures will be traded on exchanges that are
licensed and regulated by the Commodity Futures Trading Commission ("CFTC").
Stock index futures are currently traded on the New York Futures Exchange and
the Chicago Mercantile Exchange. Interest rate futures are actively traded on
the Chicago Board of Trade and the International Monetary Market at the Chicago
Mercantile Exchange.

The investment advisers do not believe any of the Accounts to be a "commodity
pool" as defined under the Commodity Exchange Act. The Accounts will only enter
into futures contracts for bona fide hedging or other appropriate risk
management purposes as permitted by CFTC regulations and interpretations, and
subject to the requirements of the SEC. The Accounts will not purchase or sell
futures contracts for which the aggregate initial margin exceeds five percent
(5%) of the fair market value of their individual assets, after taking into
account unrealized profits and unrealized losses on any such contracts which
they have entered into. The Accounts will further seek to assure that
fluctuations in the price of any futures contracts that they use for hedging
purposes will be substantially related to fluctuations in the price of the
securities which they hold or which they expect to purchase, although there can
be no assurance that the expected result will be achieved.

As evidence of their hedging intent, the Accounts expect that on seventy-five
percent (75%) or more of the occasions on which they purchase a long futures
contract, they will effect the purchase of securities in the cash market or take
delivery at the close of a futures position. In particular cases, however, when
it is economically advantageous, a long futures position may be terminated
without the corresponding purchase of securities.

SPECIAL RISKS

While certain futures contracts may be purchased and sold to reduce certain
risks, these transactions may entail other risks. Thus, while the Accounts may
benefit from the use of such futures, unanticipated changes in stock price
movements or interest rates may result in a poorer overall performance for the
Account than if it had not entered into such futures contracts. Moreover, in the
event of an imperfect correlation between the futures position and the portfolio
position which is intended to be protected, the desired protection may not be
obtained and the Accounts may be exposed to risk of loss. The investment
advisers will attempt to reduce this risk by engaging in futures transactions,
to the extent possible, where, in their judgment, there is a significant
correlation between changes in the prices of the futures contracts and the
prices of any portfolio securities sought to be hedged.

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In addition to the possibility that there may be a less than perfect correlation
between movements in the futures contracts and securities in the portfolio being
hedged, the prices of futures contracts may not correlate perfectly with
movements in the underlying security due to certain market distortions. First,
rather than meeting variation margin deposit requirements should a futures
contract value move adversely, investors may close futures contracts through
offsetting transactions which could distort the normal relationship between the
index and futures markets. Second, since margin requirements in the futures
market are less onerous than in the securities market, the futures market may
attract more speculators than the securities market. Increased participation by
speculators may cause temporary price distortions. Due to the possibility of
such price distortion, and also because of the imperfect correlation discussed
above, even a correct forecast of general market trends by the investment
advisers may not result in a successful hedging transaction in the futures
market over a short time period. However, as is noted above, the use of
financial futures by the Accounts is intended primarily to limit transaction and
borrowing costs. At no time will the Accounts use financial futures for
speculative purposes.

Successful use of futures contracts for hedging purposes is also subject to the
investment advisers' ability to predict correctly movements in the direction of
the market. However, the investment advisers believe that over time the value of
the Accounts' portfolios will tend to move in the same direction as the market
indices which are intended to correlate to the price movements of the portfolio
securities sought to be hedged.

MONEY MARKET INSTRUMENTS

Money market securities are instruments with remaining maturities of one year or
less, such as bank certificates of deposit, bankers' acceptances, commercial
paper (including master demand notes), and obligations issued or guaranteed by
the United States Government, its agencies or instrumentalities, some of which
may be subject to repurchase agreements.

CERTIFICATES OF DEPOSIT

Certificates of deposit are receipts issued by a bank in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest to
the bearer of the receipt on the date specified on the certificate. The
certificate usually can be traded in the secondary market prior to maturity.

Certificates of deposit will be limited to U.S. dollar-denominated certificates
of United States banks which have at least $1 billion in deposits as of the date
of their most recently published financial statements (including foreign
branches of U.S. banks, U.S. branches of foreign banks which are members of the
Federal Reserve System or the Federal Deposit Insurance Corporation).

The Accounts will not acquire time deposits or obligations issued by the
International Bank for Reconstruction and Development, the Asian Development
Bank or the Inter-American Development Bank. Additionally, the Accounts do not
currently intend to purchase such foreign securities (except to the extent that
certificates of deposit of foreign branches of U.S. banks may be deemed foreign
securities) or purchase certificates of deposit, bankers' acceptances or other
similar obligations issued by foreign banks.

BANKERS' ACCEPTANCES

Bankers' acceptances typically arise from short-term credit arrangements
designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then "accepted" by the bank which, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be as
long as 270 days, most acceptances have maturities of six months or less.
Bankers' acceptances acquired by the Accounts must have been accepted by U.S.
commercial banks, including foreign branches of U.S. commercial banks, having
total deposits at the time of purchase in excess of $1 billion, and must be
payable in U.S. dollars.

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COMMERCIAL PAPER RATINGS

Investments in commercial paper are limited to those rated A-1 by Standard &
Poor's Corporation and Prime-1 by Moody's Investors Service, Inc. Commercial
paper rated A-1 by S&P has the following characteristics: (1) liquidity ratios
are adequate to meet cash requirements; (2) the issuer's long- term senior debt
is rated "A" or better, although in some cases "BBB" credits may be allowed; (3)
the issuer has access to at least two additional channels of borrowing; (4)
basic earnings and cash flow have an upward trend with allowances made for
unusual circumstances; and (5) the issuer's industry is typically well
established and the issuer has a strong position within the industry.

The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the following:
(1) evaluating the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks which
may be inherent in certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity; (5) amount and
quality of long-term debt; (6) trend of earnings over a period of ten years; (7)
financial strength of a parent company and the relationship which exists with
the issuer; and (8) recognition by the management of obligations which may be
present or may arise as a result of public preparations to meet such
obligations. The relative strength or weakness of the above factors determines
how the issuer's commercial paper is rated within various categories.

MASTER DEMAND NOTES

Master demand notes are unsecured obligations that permit the investment of
fluctuating amounts at varying rates of interest pursuant to direct arrangements
between the lender (issuer) and the borrower. Master demand notes may permit
daily fluctuations in the interest rate and daily changes in the amounts
borrowed. An Account has the right to increase the amount under the note at any
time up to the full amount provided by the note agreement, or to decrease the
amount, and the borrower may repay up to the full amount of the note without
penalty. Notes purchased by a separate account must permit it to demand payment
of principal and accrued interest at any time (on not more than seven days
notice) or to resell the note at any time to a third party. Master demand notes
may have maturities of more than one year, provided they specify that (i) the
account be entitled to payment of principal and accrued interest upon not more
than seven days notice, and (ii) the rate of interest on such notes be adjusted
automatically at periodic intervals which normally will not exceed 31 days, but
which may extend up to one year. Because these types of notes are direct lending
arrangements between the lender and the borrower, such instruments are not
normally traded, and there is no secondary market for these notes, although they
are redeemable and thus repayable by the borrower at face value plus accrued
interest at any time. Accordingly, the right to redeem is dependent upon the
ability of the borrower to pay principal and interest on demand. In connection
with master demand note arrangements, the investment adviser considers earning
power, cash flow, and other liquidity ratios of the borrower to pay principal
and interest on demand. These notes, as such, are not typically rated by credit
rating agencies. Unless they are so rated, a separate account may invest in them
only if at the time of an investment the issuer meets the criteria set forth
above for commercial paper. The notes will be deemed to have a maturity equal to
the longer of the period remaining to the next interest rate adjustment or the
demand notice period.

UNITED STATES GOVERNMENT SECURITIES

Securities issued or guaranteed by the United States Government include a
variety of Treasury securities that differ only in their interest rates,
maturities and dates of issuance. Treasury Bills have maturities of one year or
less, Treasury Notes have maturities of one to ten years, and Treasury Bonds
generally have maturities of greater than ten years at the date of issuance.

Securities issued or guaranteed by the United States Government or its agencies
or instrumentalities include direct obligations of the United States Treasury
and securities issued or guaranteed by the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Small
Business Administration, Government National Mortgage Association, General
Services Administration, Central Bank for Cooperatives, Federal Home Loan Banks,
Federal Loan Mortgage Corporation, Federal Intermediate Credit Banks,

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Federal Land Banks, Maritime Administration, The Tennessee Valley Authority,
District of Columbia Armory Board and Federal National Mortgage Association.

Some obligations of United States Government agencies and instrumentalities,
such as Treasury Bills and Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the United States;
others, such as securities of Federal Home Loan Banks, are supported by the
right of the issuer to borrow from the Treasury; still others, such as bonds
issued by the Federal National Mortgage Association, a private corporation, are
supported only by the credit of the instrumentality. Because the United States
Government is not obligated by law to provide support to an instrumentality it
sponsors, the Accounts will invest in the securities issued by such an
instrumentality only when the investment advisers determine that the credit risk
with respect to the instrumentality does not make the securities unsuitable
investments. United States Government securities will not include international
agencies or instrumentalities in which the United States Government, its
agencies or instrumentalities participate, such as the World Bank, the Asian
Development Bank or the Inter-American Development Bank, or issues insured by
the Federal Deposit Insurance Corporation.

REPURCHASE AGREEMENTS

Interim cash balances may be invested from time to time in repurchase agreements
with approved counterparties. Approved counterparties are limited to national
banks or reporting broker-dealers meeting the Advisor's credit quality standards
as presenting minimal risk of default. All repurchase transactions must be
collateralized by U.S. Government securities with market value no less than 102%
of the amount of the transaction, including accrued interest. Repurchase
transactions generally mature the next business day but, in the event of a
transaction of longer maturity, collateral will be marked to market daily and,
when required, additional cash or qualifying collateral will be required from
the counterparty.

In executing a repurchase agreement, a portfolio purchases eligible securities
subject to the seller's simultaneous agreement to repurchase them on a mutually
agreed upon date and at a mutually agreed upon price. The purchase and resale
prices are negotiated with the counterparty on the basis of current short-term
interest rates, which may be more or less than the rate on the securities
collateralizing the transaction. Physical delivery or, in the case of
"book-entry" securities, segregation in the counterparty's account at the
Federal Reserve for the benefit of the Portfolio is required to establish a
perfected claim to the collateral for the term of the agreement in the event the
counterparty fails to fulfill its obligation.

As the securities collateralizing a repurchase transaction are generally of
longer maturity than the term of the transaction, in the event of default by the
counterparty on its obligation, the Portfolio would bear the risks of delay,
adverse market fluctuation and transaction costs in disposing of the collateral.

INVESTMENT MANAGEMENT AND ADVISORY SERVICES

The investments and administration of the separate accounts are under the
direction of the Board of Managers. Travelers Asset Management International
Corporation ("TAMIC") furnishes investment management and advisory services to
Account QB and Account GIS, according to the terms of written Investment
Advisory Agreements. The agreement between Account GIS and TAMIC was approved
by a vote of the Variable Annuity Contract Owners at their meeting held on
April 27, 1998. The agreement between Account QB and TAMIC was approved by a
vote of the Variable Annuity Contract Owners at their meeting held on April 23,
1993.

Each of these agreements will continue in effect as described below in (3), as
required by the 1940 Act. Each of the agreements:

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1. provides that for investment management and advisory services, the
Company will pay to TIMCO and TAMIC, an advisory fee based on the
current value of the assets of the accounts for which TIMCO and TAMIC
act as investment adviser (see "Advisory Fees" below:);

2. may not be terminated by TIMCO or TAMIC without prior approval of a new
investment advisory agreement by those casting a majority of the votes
entitled to be cast and will be subject to termination without the
payment of any penalty, upon sixty days written notice, by the Board of
Managers or by a vote of those casting a majority of the votes entitled
to be cast;

3. will continue in effect for a period more than two years from the date
of its execution, only so long as its continuance is specifically
approved at least annually by a vote of a majority of the Board of
Managers, or by a vote of a majority of the outstanding voting
securities of the Account. In addition, and in either event, the terms
of the agreement must be approved annually by a vote of a majority of
the Board of Managers who are not parties to, or interested persons of
any party to, the agreement, cast in person, at a meeting called for
the purpose of voting on the approval and at which the Board of
Managers has been furnished the information that is reasonably
necessary to evaluate the terms of the agreement;

4. will automatically terminate upon assignment.

ADVISORY AND SUBADVISORY FEES

TIMCO will become the subadviser to Account GIS effective May 1, 1998;
therefore, there are no subadvisory fees for 1997 and earlier.

For furnishing investment management and advisory services to Account QB, TAMIC
is paid an amount equivalent on an annual basis to 0.3233% of the average daily
net assets of Account QB. For the years ended December 31, 1995, 1996 and 1997
the advisory fees were $547,715, $576,329, and , respectively.

TAMIC

TAMIC, an indirect wholly owned subsidiary of Travelers Group Inc., is located
at One Tower Square, Hartford, Connecticut 06183. In addition to providing
subadvisory services to Accounts GIS and QB, TAMIC acts
as investment adviser for other investment companies which serve as the funding
media for certain variable annuity and variable life insurance contracts offered
by The Travelers Insurance Company and its affiliates. TAMIC also acts as
investment adviser for individual and pooled pension and profit-sharing
accounts, for offshore insurance companies affiliated with The Travelers
Insurance Company, and for non-affiliated insurance companies, both domestic and
offshore.

Investment advice and management for TAMIC's clients are furnished in accordance
with their respective investment objectives and policies and investment
decisions for the Accounts will be made independently from those of any other
accounts managed by TAMIC. However, securities owned by Accounts GIS and QB may
also be owned by other clients and it may occasionally develop that the same
investment advice and decision for more than one client is made at the same
time. Furthermore, it may develop that a particular security is bought or sold
for only some clients even though it might be held or bought or sold for other
clients, or that a particular security is bought for some clients when other
clients are selling the security. When two or more accounts are engaged in the
purchase or sale of the same security, the transactions are allocated as to
amount in accordance with a formula which is equitable to each account. It is
recognized that in some cases this system could have a detrimental effect on the
price or volume of the security as far as Accounts GIS and QB are concerned. In
other cases, however, it is believed that the ability of Accounts GIS and QB to
participate in volume transactions will produce better executions for the
accounts.

BROKERAGE

Subject to approval of the Board of Managers, it is the policy of TAMIC, in
executing transactions in portfolio securities, to seek best execution of orders
at the most favorable prices. The determination of what may constitute best
execution and price in the execution of a securities transaction by a broker
involves a number of considerations, including, without limitation, the overall
direct net economic result to Account QB, involving both price paid or received
and any commissions and other cost paid, the efficiency with which the
transaction is effected, the ability to effect the transaction at all where a
large block is involved, the availability of the broker to stand ready to
execute potentially difficult transactions in the future and the financial
strength and stability of the broker. Such considerations are judgmental and are
weighed by management in determining the overall reasonableness of brokerage
commissions paid. Subject to the foregoing, a factor in the selection of brokers
is the receipt of research services, analyses and reports concerning issuers,
industries, securities, economic factors and trends, and other statistical and
factual information. Any such research and other statistical and factual
information provided by brokers is considered to be in addition to and not in
lieu of services required to be performed by TAMIC under its Investment Advisory
Agreements. The cost, value and specific application of such information are
indeterminable and hence are not practicably allocable among Account QB and
other clients of TAMIC who may indirectly benefit from the availability of
such information. Similarly, Account QB may indirectly benefit from
information made available as a result of transactions for such clients.

Purchases and sales of bonds and money market instruments will usually be
principal transactions and will normally be purchased directly from the issuer
or from the underwriter or market maker for the securities. There usually will
be no brokerage commissions paid for such purchases. Purchases from the
underwriters will include the underwriting commission or concession, and
purchases from dealers serving as market makers will include the spread between
the bid and asked prices. Where transactions are made in the over-the-counter
market, Account QB will deal with primary market makers unless more favorable
prices are otherwise obtainable. Brokerage fees will be incurred in connection
with futures transactions, and Account QB will be required to deposit and
maintain funds with brokers as margin to guarantee performance of future
obligations.

TAMIC may follow a policy of considering the sale of units of Account QB a
factor in the selection of broker-dealers to execute portfolio transactions,
subject to the requirements of best execution described above.

The policy of TAMIC with respect to brokerage is and will be reviewed by the
Board of Managers periodically. Because of the possibility of further regulatory
developments affecting the securities exchanges and brokerage practices
generally, the foregoing practices may be changed, modified or eliminated.

The total brokerage commissions paid by Account QB for the fiscal years ended
December 31, 1995, 1996 and 1997 were $549,540, $745,209, and ____________,
respectively. For the fiscal year ended December 31, 1996, no portfolio
transactions were directed to certain brokers because of research services. No
commissions were paid to broker dealers affiliated with TAMIC.

TIMCO

TIMCO, an indirect wholly owned subsidiary of Travelers Group Inc., is located
at One Tower Square, Hartford, Connecticut 06183. In addition to providing
subadvisory services to Account GIS, TIMCO acts as investment adviser (or
subadviser) for other investment companies which serve as the funding media for
certain variable annuity and variable life insurance contracts offered by The
Travelers Insurance Company and its affiliates. TIMCO also acts as investment
adviser for individual and pooled pension and profit-sharing accounts and for
affiliated companies of The Travelers Insurance Company.

Investment decisions for Account GIS will be made independently from those of
any other accounts managed by TIMCO. If, however, accounts managed by TIMCO are
simultaneously engaged in the purchase of the same security, then available
securities may be allocated to each account and may be averaged as to price in
whatever manner TIMCO deems to be fair. In some cases, this system might
adversely affect the price or volume of securities being bought or sold by an
account, while in other cases it may produce better executions or lower
brokerage rates.

BROKERAGE

Subject to approval of the Board of Managers, and in accordance with the
Investment Subadvisory Agreement, TIMCO will place purchase and sale orders for
the portfolio securities of Account GIS through brokerage firms which it may
select from time to time with the objective of seeking the best execution by
responsible brokerage firms at reasonably competitive rates. To the extent
consistent with this policy, certain brokerage transactions may be

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placed with firms which provide brokerage and research services to TIMCO, and
such transactions may be paid for at higher rates than other firms would charge.
The term "brokerage and research services" includes advice as to the value of
securities; the advisability of investing in, purchasing or selling securities;
the availability of securities for purchasers or sellers of securities;
furnishing analyses and reports concerning issues, industries, securities,
economic factors and trends, portfolio strategy and performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). These brokerage and research services may be
utilized in providing investment advice to Account GIS and may also be utilized
in providing investment advice and management to all accounts over which TIMCO
exercises investment discretion, but not all of such services will necessarily
be utilized in providing investment advice to all accounts. This practice may be
expected to result in greater cost to the Accounts than might otherwise be the
case if brokers whose charges were based on execution alone were used for such
transactions. TIMCO believes that brokers' research services are very important
in providing investment advice to the Accounts but is unable to give the
services a dollar value. While research services are not expected to reduce the
expenses of TIMCO, TIMCO will, through the use of these services, avoid the
additional expenses which would be incurred if it should attempt to develop
comparable information through its own staff.

Transactions in the over-the-counter market are placed with the principal market
makers unless better price and execution may be obtained otherwise. Brokerage
fees will be incurred in connection with futures transactions, and Account GIS
will be required to deposit and maintain funds with brokers as margin to
guarantee performance of future obligations.

The total brokerage commissions paid by Account GIS for the fiscal years ending
December 31, 1995, 1996 and 1997 were $866,658, $890,690, and ________________,
respectively. For the fiscal year ended December 31, 1997, portfolio
transactions in the amount of $__________ were directed to certain brokers
because of research services, of which $__________ was paid in commissions with
respect to such transactions. No formula was used in placing such transactions
and no specific amount of transactions was allocated for research services. For
the year ended December 31, 1997, commissions in the amounts of $ and
$ were paid to Smith Barney Inc. and The Robinson Humphrey Company, Inc.,
respectively, both affiliates of TIMCO, which equals, for each, % and %
of Account GIS's aggregate brokerage commissions paid to such brokers during
1997. The percentage of Account GIS's aggregate dollar amount of transactions
involving the payment of commissions effected through Smith Barney and Robinson
Humphrey were % and %, respectively.

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VALUATION OF ASSETS

The value of the assets of each Separate Account is determined on each Valuation
Date as of the close of the New York Stock Exchange (the "Exchange"). If the
Exchange is not open for trading on any such day, then such computation shall be
made as of the normal close of the Exchange. Each security traded on a national
securities exchange is valued at the last reported sale price on the Valuation
Date. If there has been no sale on that day, then the value of the security is
taken to be the mean between the reported bid and asked prices on the Valuation
Date or on the basis of quotations received from a reputable broker or any other
recognized source.

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

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

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

THE BOARD OF MANAGERS

The investment and administration of each of the Separate Accounts are
under the direction of the Board of Managers, listed below. Members of the Board
of Managers are elected annually by those Contract Owners participating in the
Separate Accounts. A majority of the members of the Board of Managers are
persons who are not affiliated with The Travelers Insurance Company, TIMCO,
TAMIC or their affiliates.

Present Position and Principal Occupation
Name During Last Five Years

* Heath B. McLendon Managing Director (1993-present), Smith
Chairman and Member Barney Inc. ("Smith Barney"); Chairman
388 Greenwich Street (1993-present), Smith Barney Strategy
New York, New York Advisors, Inc.; President (1994-present),
Age 64 Smith Barney Mutual Funds Management Inc.;
Chairman and Director of forty-one
investment companies associated with Smith
Barney; Chairman, Board of Trustees, Drew
University; Trustee, The East New York
Savings Bank; Advisory Director, First
Empire State Corporation; Chairman, Board of
Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance
Company+; Chairman, Board of Trustees, five
Mutual Funds sponsored by The Travelers
Insurance Company++; prior to July 1993,
Senior Executive Vice President of Shearson
Lehman Brothers Inc.

Knight Edwards Of Counsel (1988-present), Partner
Member (1956-1988), Edwards & Angell, Attorneys;
2700 Hospital Trust Tower Member, Advisory Board (1973-1994),
Providence, Rhode Island thirty-one mutual funds sponsored by
Age 74 Keystone Group, Inc.; Member, Board of
Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance
Company+; Trustee, five Mutual Funds
sponsored by The Travelers Insurance
Company.++

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<PAGE> 216

Robert E. McGill, III Retired manufacturing executive. Director
Member (1983-1995), Executive Vice President
295 Hancock Street (1989-1994) and Senior Vice President,
Williamstown, Massachusetts Finance and Administration (1983-1989), The
Age 66 Dexter Corporation (manufacturer of
specialty chemicals and materials); Vice
Chairman (1990-1992), Director (1983-1995),
Life Technologies, Inc. (life
science/biotechnology products); Director,
(1994-present), The Connecticut Surety
Corporation (insurance); Director
(1995-present), CN Bioscience, Inc.
(life science/biotechnology products);
Director (1995-present), Chemfab
Corporation (specialty materials
manufacturer); Member, Board of Managers,
seven Variable Annuity Separate Accounts of
The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers
Insurance Company.++

Lewis Mandell Dean, College of Business Administration
Member (1995-present), Marquette University;
606 N. 13th Street Professor of Finance (1980-1995) and
Milwaukee, WI 53233 Associate Dean (1993-1995), School of
Age 55 Business Administration, and Director,
Center for Research and Development in
Financial Services (1980-1995), University
of Connecticut; Director (1992-present), GZA
Geoenvironmental Tech, Inc. (engineering
services); Member, Board of Managers, seven
Variable Annuity Separate Accounts of The
Travelers Insurance Company+; Trustee, five
Mutual Funds sponsored by The Travelers
Insurance Company.++

Frances M. Hawk Private Investor (1997-Present), Portfolio
Member Manager (1992-present), HLM
222 Berkeley Street Management Company, Inc. (investment
Boston, Massachusetts management); Assistant Treasurer, Pensions
Age 50 and Benefits. Management (1989-1992), United
Technologies Corporation (broad- based
designer and manufacturer of high technology
products); Member, Board of Managers, seven
Variable Annuity Separate Accounts of The
Travelers Insurance Company+; Trustee, five
Mutual Funds sponsored by The Travelers
Insurance Company.++

Ernest J. Wright Vice President and Secretary (1996-
Secretary to the Board Present), Assistant Secretary (1994-1996),
One Tower Square Counsel (1987-present), The Travelers
Hartford, Connecticut Insurance Company; Secretary, Board of
Age 57 Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance
Company+; Secretary, Board of Trustees, five
Mutual Funds sponsored by The Travelers
Insurance Company.++

Kathleen A. McGah Assistant Secretary and Counsel
Assistant Secretary to the Board (1995-present), The Travelers Insurance
One Tower Square Company; Assistant Secretary, Board of
Hartford, Connecticut Managers, seven Variable Annuity Separate
Age 47 Accounts of The Travelers Insurance
Company+; Assistant Secretary, Board of
Trustees, five Mutual Funds sponsored by The
Travelers Insurance Company.++ Prior to
January 1995, Counsel, ITT Hartford Life
Insurance Company.

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<PAGE> 217

++ These five Mutual Funds are: Capital Appreciation Fund, Cash Income
Trust, High Yield Bond Trust, Managed Assets Trust and The Travelers
Series Trust.

* Mr. McLendon is an "interested person" within the meaning of the 1940
Act by virtue of his position as Managing Director of Smith Barney Inc., an
indirect wholly owned subsidiary of Travelers Group Inc. and also owns shares
and options to purchase shares of Travelers Group Inc., the indirect parent of
The Travelers Insurance Company.

Members of the Board of Managers who are also officers or employees of
Travelers Group Inc. or its subsidiaries are not entitled to any fee. Members of
the Board of Managers who are not affiliated as employees of Travelers Group
Inc. or its subsidiaries receive an aggregate retainer of $19,000 for service on
the Boards of the seven Variable Annuity Separate Accounts established by The
Travelers Insurance Company and the five Mutual Funds sponsored by The Travelers
Insurance Company. Board Members with 10 years of service may agree to provide
services as emeritus director at age 72 or upon reaching 80 years of age and
will receive 50% of the annual retainer and 50% of meetings if attended. They
also receive an aggregate fee of $2,500 for each meeting of such Boards
attended.

DISTRIBUTION AND MANAGEMENT SERVICES

Under the terms of a Distribution and Management Agreement each Separate
Account, the Company and Tower Square Securities, Inc., the Company provides all
sales and administrative services and mortality and expense risk guarantees
related to variable annuity contracts issued by the Company in connection with
Account GIS and assumes the risk of minimum death benefits, as applicable. The
Company also pays all sales costs (including costs associated with the
preparation of sales literature); all costs of qualifying Account GIS and the
variable annuity contracts with regulatory authorities; the costs of proxy
solicitation; all custodian, accountants' and legal fees; and all compensation
paid to the unaffiliated members of the Board of Managers. The Company also
provides without cost to Account GIS all necessary office space, facilities, and
personnel to manage its affairs.

The Company received the following amounts from the Separate Accounts in each of
the last three fiscal years for services provided under the Distribution and
Management Agreements:

<TABLE>
<CAPTION>
SEPARATE ACCOUNT 1997 1996 1995

SECURITIES CUSTODIAN

Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, New York, is the
custodian of the portfolio securities and similar investments of Accounts GIS
and QB.

<PAGE> 218

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P., independent accountants, 100 Pearl Street, Hartford,
Connecticut, are the independent auditors for Accounts GIS and QB. The services
provided to these Separate Accounts include primarily the examination of the
Accounts' financial statements. The financial statements for the year ended
December 31, 1997 of Accounts GIS and QB appear in the Annual Report which is
incorporated herein by reference. Such financial statements have been audited by
Coopers & Lybrand L.L.P., as indicated in their reports thereon in reliance upon
the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of The Travelers Insurance Company and
Subsidiaries as of December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, have been included herein and in the
registration statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.

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THETRAVELERS

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

GROUP VARIABLE ANNUITY CONTRACTS

ISSUED BY

THE TRAVELERS INSURANCE COMPANY

Pension and Profit-Sharing Programs

L-11162S TIC ED. 5-98
Printed in U.S.A

<PAGE> 220

STATEMENT OF ADDITIONAL INFORMATION

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

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

MAY 1, 1998

This Statement of Additional Information ("SAI") is not a prospectus
but relates to, and should be read in conjunction with, the Prospectus dated May
1, 1998. A copy of the Prospectus may be obtained by writing to The Travelers
Insurance Company (the "Company"), Annuity Services, One Tower Square, Hartford,
Connecticut 06183-5030, or by calling 860-422-3985.

TABLE OF CONTENTS

<TABLE>
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PAGE

<S> <C>
DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS ...................... 2
The Insurance Company .............................................. 2
The Separate Accounts .............................................. 2
INVESTMENT OBJECTIVES AND POLICIES .......................................... 2
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES ..................................................... 3
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES ................... 4
DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNTS ............................... 6
WRITING COVERED CALL OPTIONS ....................................... 6
BUYING PUT AND CALL OPTIONS ........................................ 7
FUTURES CONTRACTS .................................................. 8
MONEY MARKET INSTRUMENTS ........................................... 10
INVESTMENT MANAGEMENT AND ADVISORY SERVICES ................................. 12
Advisory and Subadvisory Fees ...................................... 13
TAMIC .............................................................. 13
TIMCO .............................................................. 13
VALUATION OF ASSETS ......................................................... 16
THE BOARD OF MANAGERS ....................................................... 16
DISTRIBUTION AND MANAGEMENT SERVICES ........................................ 18
SECURITIES CUSTODIAN ........................................................ 18
INDEPENDENT ACCOUNTANTS ..................................................... 19
FINANCIAL STATEMENTS ........................................................ F-1
</TABLE>

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DESCRIPTION OF THE TRAVELERS AND THE SEPARATE ACCOUNTS

THE INSURANCE COMPANY

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

THE SEPARATE ACCOUNTS

Each of the Separate Accounts which serve as the funding vehicles for the
Variable Annuity contracts described in this SAI meets the definition of a
separate account under the federal securities laws, and will comply with the
provisions of the Investment Company Act of 1940, as amended (the "1940 Act").
Additionally, the operations of each of the Separate Accounts are subject to the
provisions of Section 38a-433 of the Connecticut General Statutes which
authorizes the Connecticut Insurance Commissioner to adopt regulations under it.
The Section contains no restrictions on investments of the Separate Accounts,
and the Commissioner has adopted no regulations under the Section that affect
the Separate Accounts.

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

ACCOUNT GIS: The primary objective of Account GIS is long-term
accumulation of principal through capital
appreciation and retention of net investment income.
The assets of Account GIS will normally be invested
in a portfolio of common stocks spread over
industries and companies.

ACCOUNT QB: The primary objective of Account QB is current
income, moderate capital volatility and total return.
Assets of Account QB will be invested in short-term
to intermediate-term bonds or other debt securities
with a market value-weighted average maturity of five
years or less.

INVESTMENT OBJECTIVES AND POLICIES

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The percentage restrictions (for either fundamental investment policies or
investment restrictions) are interpreted such that if they are adhered to at the
time of investment, a later increase in a percentage beyond the specified limit
resulting from a change in the values of portfolio securities or in the amount
of net assets shall not be considered a violation. It must be recognized that
there are risks inherent in the ownership of any investment and that there can
be no assurance that the investment objectives of the Separate Accounts will be
achieved.

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT OBJECTIVE

The basic investment objective of Account GIS is the selection of investments
from the point of view of an investor concerned primarily with long-term
accumulation of principal through capital appreciation and retention of net
investment income. This principal objective does not preclude the realization of
short-term gains when conditions would suggest the long-term goal is
accomplished by such short-term transactions. The assets of Account GIS will
primarily be invested in a portfolio of equity securities, mainly common stocks,
spread over industries and companies. However, when it is determined that
investments of other types may be advantageous on the basis of combined
considerations of risk, income and appreciation, investments may also be made in
bonds, notes or other evidence of indebtedness, issued publicly or placed
privately, of a type customarily purchased for investment by institutional
investors, including United States Government securities. These investments
generally would not have a prospect of long-term appreciation. Investments in
other than equity securities are temporary for defensive purposes. Such
investments may or may not be convertible into stock or be accompanied by stock
purchase options or warrants for the purchase of stock.

Account GIS may use exchange-traded financial futures contracts as a hedge to
protect against changes in stock prices. The use of stock index futures by
Account GIS is intended primarily to limit transaction and borrowing costs.
Account GIS expects that risk management transactions involving futures
contracts will not impact more than thirty percent (30%) of Account GIS's assets
at any one time. Account GIS may also write covered call options on securities
which it owns, and may purchase index or individual equity call or put options.

INVESTMENT RESTRICTIONS

1. Not more than 5% of the assets of the Account will be invested
in the securities of any one issuer, except obligations of the
United States Government and its instrumentalities.

2. Borrowings will not be made, except that the right is reserved
to borrow from banks for emergency purposes, provided that such
borrowings will not exceed 5% of the value of the assets of the
Account and that immediately after the borrowing, and at all
times thereafter, and while any such borrowing is unrepaid,
there will be asset coverage of at least 300% for all borrowings
of the Account.

3. Securities of other issuers will not be underwritten, except
that the Account could be deemed an underwriter when engaged in
the sale of restricted securities. (See item 13.)

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established
market.

5. No purchase of commodities or commodity contracts will be made,
except transactions involving financial futures in order to
limit transaction and borrowing costs and for hedging purposes,
as discussed above.

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6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures or other evidences
of indebtedness of a type customarily purchased by institutional
investors. (See item 13.)

7. Investments will not be made in the securities of a company for
the purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer
will be acquired. (It is the present practice of Account GIS not
to exceed 5% of the voting securities of any one issuer.)

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for short-term
credits which are necessary for the clearance of transactions,
and for the placement of not more than 5% of its net asset value
in total margin deposits for positions in futures contracts.

12. The Account will not invest in the securities of other
investment companies, except as part of a plan of merger,
consolidation or acquisition of assets.

13. Not more than 5% of the value of the assets of the Account may
be invested in restricted securities (securities which may not
be publicly offered without registration under the Securities
Act of 1933).

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

PORTFOLIO TURNOVER

Although Account GIS intends to purchase securities for long-term appreciation
of capital and income, and does not intend to place emphasis on obtaining
short-term trading profits, such short-term trading may occur. A higher turnover
rate should not be interpreted as indicating a variation from the stated
investment policy of seeking long-term accumulation of capital, and will
normally increase the brokerage costs of Account GIS. However, negotiated fees
and the use of futures contracts will help to reduce brokerage costs. While
there is no restriction on portfolio turnover, Account GIS expects to have a
moderate to high level of portfolio turnover in the range of 150% to 300%. The
portfolio turnover rate for Account GIS for the years ended December 31, 1995,
1996 and 1997 was 96%, 85%, and _________, respectively.

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT OBJECTIVE

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

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It is contemplated that the assets of Account QB will be invested in money
market obligations, including, but not limited to, Treasury bills, repurchase
agreements, commercial paper, bank certificates of deposit and bankers'
acceptances, and in publicly traded debt securities, including bonds, notes,
debentures, equipment trust certificates and short-term instruments. These
securities may carry certain equity features such as conversion or exchange
rights or warrants for the acquisition of stocks of the same or different
issuer, or participations based on revenues, sales or profits. It is currently
anticipated that the market value-weighted average maturity of the portfolio
will not exceed five years. (In the case of mortgage-backed securities, the
estimated average life of cash flows will be used instead of average maturity.)
Investments in longer term obligations may be made if the Board of Managers
concludes that the investment yields justify a longer term commitment.

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

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

INVESTMENT RESTRICTIONS

The investment restrictions set forth in items 1 through 9 below are fundamental
and may not be changed without a vote of a majority of the outstanding voting
securities of Account QB, as defined in the 1940 Act. Items 10 through 13 may be
changed by a vote of the Board of Managers of Account QB.

1. Not more than 15% of the value of the assets of Account QB will
be invested in the securities of any one issuer, except
obligations of the United States Government and its
instrumentalities, for which there is no limit.

2. Borrowings will not be made, except that the right is reserved
to borrow from banks for emergency purposes, provided that these
borrowings will not exceed 5% of the value of the assets of
Account QB and that immediately after the borrowing, and at all
times thereafter, and while any borrowing is unrepaid, there
will be asset coverage of at least 300% for all borrowings of
Account QB.

3. Securities of other issuers will not be underwritten, except
that Account QB could be deemed to be an underwriter when
engaged in the sale of restricted securities.

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established
market.

6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures and other evidences
of indebtedness of a type customarily purchased by institutional
investors.

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7. Investments will not be made in the securities of a company for
the purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer
will be acquired.

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

12. Account QB will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

13. The average period of maturity (or in the case of
mortgage-backed securities, the estimated average life of cash
flows) of all fixed interest debt instruments held by Account QB
will not exceed five years.

PORTFOLIO TURNOVER

Brokerage costs associated with short-term debt instruments are significantly
lower than those incurred on equity investments, and thus, a high portfolio
turnover rate would not adversely affect the brokerage costs of Account QB to
the same extent as high turnover in a separate account which invests primarily
in common stock. The portfolio turnover rate for Account QB for the years ended
December 31, 1995, 1996 and 1997 was 138%, 176%, and ___________, respectively.
The marked increase in the portfolio turnover rate for 1995 and 1996 was due to
a restructuring of corporate bond positions in order to seek increased return.

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNTS

WRITING COVERED CALL OPTIONS

Account GIS will write only "covered" call options, that is, it will own the
underlying securities which are acceptable for escrow when it writes the call
option and until the obligation to sell the underlying security is extinguished
by exercise or expiration of the call option, or until a call option covering
the same underlying security and having the same exercise price and expiration
date is purchased. Account GIS will receive a premium for writing a call option,
but gives up, until the expiration date, the opportunity to profit from an
increase in the underlying security's price above the exercise price. Account
GIS will retain the risk of loss from a decrease in the price of the underlying
security. Writing covered call options is a conservative investment technique
which is believed to involve relatively little risk, but which is capable of
enhancing an account's total returns.

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The premium received for writing a covered call option will be recorded as a
liability in the Account's Statement of Assets and Liabilities. This liability
will be adjusted daily to the option's current market value, which will be the
latest sale price at the close of the New York Stock Exchange, or, in the
absence of such sale, at the latest bid quotation. The liability will be
extinguished upon expiration of the option, the purchase of an identical option
in a closing transaction, or delivery of the underlying security upon exercise
of the option.

In instances where Account GIS believes it is appropriate to close a covered
call option, it can close out the previously written call option by purchasing a
call option on the same underlying security with the same exercise price and
expiration date. Account GIS may also, under certain circumstances, be able to
transfer a previously written call option.

A previously written call option can be closed out by purchasing an identical
call option only on a national securities exchange which provides a secondary
market in the call option. There is no assurance that a liquid secondary market
will exist for a particular call option at such time. If Account GIS cannot
effect a closing transaction, it will not be able to sell the underlying
security while the previously written option remains outstanding, even though it
might otherwise be advantageous to do so.

If a substantial number of the call options are exercised, the Account's rate of
portfolio turnover may exceed historical levels. This would result in higher
brokerage commissions in connection with the writing of covered call options and
the purchase of call options to close out previously written options. Such
brokerage commissions are normally higher than those applicable to purchases and
sales of portfolio securities.

BUYING PUT AND CALL OPTIONS

Account GIS may purchase put options on securities held, or on futures contracts
whose price volatility is expected to closely match that of securities held, as
a defensive measure to preserve contract owners' capital when market conditions
warrant. Account GIS may purchase call options on specific securities, or on
futures contracts whose price volatility is expected to closely match that of
securities, eligible for purchase by Account GIS, in anticipation of or as a
substitute for the purchase of the securities themselves. These options may be
listed on a national exchange or executed "over-the-counter" with a
broker-dealer as the counterparty. While the investment adviser anticipates that
the majority of option purchases and sales will be executed on a national
exchange, put or call options on specific securities or for non-standard terms
are likely to be executed directly with a broker-dealer when it is advantageous
to do so. Option contracts will be short-term in nature, generally less than
nine months. Account GIS will pay a premium in exchange for the right to
purchase (call) or sell (put) a specific number of shares of an equity security
or futures contract at a specified price (the strike price) on or before the
expiration date of the options contract. In either case, Account GIS's risk is
limited to the option premium paid.

Account GIS may sell the put and call options prior to their expiration and
realize a gain or loss thereby. A call option will expire worthless if the price
of the related security is below the contract strike price at the time of
expiration; a put option will expire worthless if the price of the related
security is above the contract strike price at the time of expiration.

Put and call options will be employed for bona fide hedging purposes only.
Liquid securities sufficient to fulfill the call option delivery obligation will
be identified and segregated in an account; deliverable securities sufficient to
fulfill the put option obligation will be similarly identified and segregated.
In the case of put options on futures contracts, portfolio securities whose
price volatility is expected to match that of the underlying futures contract
will be identified and segregated.

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FUTURES CONTRACTS

STOCK INDEX FUTURES

Account GIS will invest in stock index futures. A stock index futures contract
provides for one party to take and the other to make delivery of an amount of
cash over the hedging period equal to specified amount times the difference
between a stock index value at the close of the last trading day of the contract
or the selling price and the price at which the futures contract is originally
struck. The stock index assigns relative values to the common stocks included in
the index and reflects overall price trends in the designated market for equity
securities. Therefore, price changes in a stock index futures contract reflect
changes in the specified index of equity securities on which the futures
contract is based. Stock index futures may also be used, to a limited extent, to
hedge specific common stocks with respect to market (systematic) risk (involving
the market's assessment of overall economic prospects) as distinguished from
stock-specific risk (involving the market's evaluation of the merits of the
issuer of a particular security). By establishing an appropriate "short"
position in stock index futures, Account GIS may seek to protect the value of
its equity securities against an overall decline in the market for equity
securities. Alternatively, in anticipation of a generally rising market, Account
GIS can seek to avoid losing the benefit of apparently low current prices by
establishing a "long" position in stock index futures and later liquidating that
position as particular equity securities are in fact acquired. Account GIS will
not be a hedging fund; however, to the extent that any hedging strategies
actually employed are successful, Account GIS will be affected to a lesser
degree by adverse overall market price movements unrelated to the merits of
specific portfolio equity securities than would otherwise be the case. Gains and
losses on futures contracts employed as hedges for specific securities will
normally be offset by losses or gains, respectively, on the hedged security.

INTEREST RATE FUTURES

Open futures positions on debt securities will be valued at the most recent
settlement price, unless such price does not appear to the Board of Managers to
reflect the fair value of the contract, in which case the positions will be
valued at fair value determined in good faith by or under the direction of the
Board of Managers.

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FUTURES MARKETS AND REGULATIONS

Positions taken in the futures markets are not normally held to maturity, but
instead are liquidated through offsetting transactions which may result in a
profit or a loss. Closing out an open futures contract sale or purchase is
effected by entering into an offsetting futures contract purchase or sale,
respectively, for the same aggregate amount of the stock index or interest rate
futures contract and the same delivery date. If the offsetting purchase price is
less than the original sale price, the Accounts realize a gain; if it is more,
the Accounts realize a loss. Conversely, if the offsetting sale price is more
than the original purchase price, the Accounts realize a gain; if less, a loss.
While futures positions taken by the Accounts will usually be liquidated in this
manner, the Accounts may instead make or take delivery of the underlying
securities whenever it appears economically advantageous for them to do so. In
determining gain or loss, transaction costs must also be taken into account.
There can be no assurance that the Accounts will be able to enter into an
offsetting transaction with respect to a particular contract at a particular
time.

A clearing corporation associated with the exchange on which futures are traded
guarantees that the sale and purchase obligations will be performed with regard
to all positions that remain open at the termination of the contract.

The investment advisers do not believe any of the Accounts to be a "commodity
pool" as defined under the Commodity Exchange Act. The Accounts will only enter
into futures contracts for bona fide hedging or other appropriate risk
management purposes as permitted by CFTC regulations and interpretations, and
subject to the requirements of the SEC. The Accounts will not purchase or sell
futures contracts for which the aggregate initial margin exceeds five percent
(5%) of the fair market value of their individual assets, after taking into
account unrealized profits and unrealized losses on any such contracts which
they have entered into. The Accounts will further seek to assure that
fluctuations in the price of any futures contracts that they use for hedging
purposes will be substantially related to fluctuations in the price of the
securities which they hold or which they expect to purchase, although there can
be no assurance that the expected result will be achieved.

SPECIAL RISKS

While certain futures contracts may be purchased and sold to reduce certain
risks, these transactions may entail other risks. Thus, while the Accounts may
benefit from the use of such futures, unanticipated changes in stock price
movements or interest rates may result in a poorer overall performance for the
Account than if it had not entered into such futures contracts. Moreover, in the
event of an imperfect correlation between the futures position and the portfolio
position which is intended to be protected, the desired protection may not be
obtained and the Accounts may be exposed to risk of loss. The investment
advisers will attempt to reduce this risk by engaging in futures transactions,
to the extent possible, where, in their judgment, there is a significant
correlation between changes in the prices of the futures contracts and the
prices of any portfolio securities sought to be hedged.

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In addition to the possibility that there may be a less than perfect correlation
between movements in the futures contracts and securities in the portfolio being
hedged, the prices of futures contracts may not correlate perfectly with
movements in the underlying security due to certain market distortions. First,
rather than meeting variation margin deposit requirements should a futures
contract value move adversely, investors may close futures contracts through
offsetting transactions which could distort the normal relationship between the
index and futures markets. Second, since margin requirements in the futures
market are less onerous than in the securities market, the futures market may
attract more speculators than the securities market. Increased participation by
speculators may cause temporary price distortions. Due to the possibility of
such price distortion, and also because of the imperfect correlation discussed
above, even a correct forecast of general market trends by the investment
advisers may not result in a successful hedging transaction in the futures
market over a short time period. However, as is noted above, the use of
financial futures by the Accounts is intended primarily to limit transaction and
borrowing costs. At no time will the Accounts use financial futures for
speculative purposes.

Successful use of futures contracts for hedging purposes is also subject to the
investment advisers' ability to predict correctly movements in the direction of
the market. However, the investment advisers believe that over time the value of
the Accounts' portfolios will tend to move in the same direction as the market
indices which are intended to correlate to the price movements of the portfolio
securities sought to be hedged.

MONEY MARKET INSTRUMENTS

Money market securities are instruments with remaining maturities of one year or
less, such as bank certificates of deposit, bankers' acceptances, commercial
paper (including master demand notes), and obligations issued or guaranteed by
the United States Government, its agencies or instrumentalities, some of which
may be subject to repurchase agreements.

CERTIFICATES OF DEPOSITS

Certificates of deposit are receipts issued by a bank in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest to
the bearer of the receipt on the date specified on the certificate. The
certificate usually can be traded in the secondary market prior to maturity.

Certificates of deposit will be limited to U.S. dollar-denominated certificates
of United States banks which have at least $1 billion in deposits as of the date
of their most recently published financial statements (including foreign
branches of U.S. banks, U.S. branches of foreign banks which are members of the
Federal Reserve System or the Federal Deposit Insurance Corporation).

The Accounts will not acquire time deposits or obligations issued by the
International Bank for Reconstruction and Development, the Asian Development
Bank or the Inter-American Development Bank. Additionally, the Accounts do not
currently intend to purchase such foreign securities (except to the extent that
certificates of deposit of foreign branches of U.S. banks may be deemed foreign
securities) or purchase certificates of deposit, bankers' acceptances or other
similar obligations issued by foreign banks.

BANKERS' ACCEPTANCES

Bankers' acceptances typically arise from short-term credit arrangements
designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then "accepted" by the bank which, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be as
long as 270 days, most acceptances have maturities of six months or less.
Bankers' acceptances acquired by the Accounts must have been accepted by U.S.
commercial banks, including foreign branches of U.S. commercial banks, having
total deposits at the time of purchase in excess of $1 billion, and must be
payable in U.S. dollars.

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COMMERCIAL PAPER RATINGS

Investments in commercial paper are limited to those rated A-1 by Standard &
Poor's Corporation and Prime-1 by Moody's Investors Service, Inc. Commercial
paper rated A-1 by S&P has the following characteristics: (1) liquidity ratios
are adequate to meet cash requirements; (2) the issuer's long-term senior debt
is rated "A" or better, although in some cases "BBB" credits may be allowed; (3)
the issuer has access to at least two additional channels of borrowing; (4)
basic earnings and cash flow have an upward trend with allowances made for
unusual circumstances; and (5) the issuer's industry is typically well
established and the issuer has a strong position within the industry.

The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the following:
(1) evaluating the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks which
may be inherent in certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity; (5) amount and
quality of long-term debt; (6) trend of earnings over a period of ten years; (7)
financial strength of a parent company and the relationship which exists with
the issuer; and (8) recognition by the management of obligations which may be
present or may arise as a result of public preparations to meet such
obligations. The relative strength or weakness of the above factors determines
how the issuer's commercial paper is rated within various categories.

MASTER DEMAND NOTES

Master demand notes are unsecured obligations that permit the investment of
fluctuating amounts at varying rates of interest pursuant to direct arrangements
between the lender (issuer) and the borrower. Master demand notes may permit
daily fluctuations in the interest rate and daily changes in the amounts
borrowed. An Account has the right to increase the amount under the note at any
time up to the full amount provided by the note agreement, or to decrease the
amount, and the borrower may repay up to the full amount of the note without
penalty. Notes purchased by a separate account must permit it to demand payment
of principal and accrued interest at any time (on not more than seven days
notice) or to resell the note at any time to a third party. Master demand notes
may have maturities of more than one year, provided they specify that (i) the
account be entitled to payment of principal and accrued interest upon not more
than seven days notice, and (ii) the rate of interest on such notes be adjusted
automatically at periodic intervals which normally will not exceed 31 days, but
which may extend up to one year. Because these types of notes are direct lending
arrangements between the lender and the borrower, such instruments are not
normally traded, and there is no secondary market for these notes, although they
are redeemable and thus repayable by the borrower at face value plus accrued
interest at any time. Accordingly, the right to redeem is dependent upon the
ability of the borrower to pay principal and interest on demand. In connection
with master demand note arrangements, the investment adviser considers earning
power, cash flow, and other liquidity ratios of the borrower to pay principal
and interest on demand. These notes, as such, are not typically rated by credit
rating agencies. Unless they are so rated, a separate account may invest in them
only if at the time of an investment the issuer meets the criteria set forth
above for commercial paper. The notes will be deemed to have a maturity equal to
the longer of the period remaining to the next interest rate adjustment or the
demand notice period.

UNITED STATES GOVERNMENT SECURITIES

Securities issued or guaranteed by the United States Government include a
variety of Treasury securities that differ only in their interest rates,
maturities and dates of issuance. Treasury Bills have maturities of one year or
less, Treasury Notes have maturities of one to ten years, and Treasury Bonds
generally have maturities of greater than ten years at the date of issuance.

Securities issued or guaranteed by the United States Government or its agencies
or instrumentalities include direct obligations of the United States Treasury
and securities issued or guaranteed by the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Small
Business Administration, Government National Mortgage Association, General
Services Administration, Central Bank for Cooperatives, Federal Home Loan Banks,
Federal Loan Mortgage Corporation, Federal Intermediate Credit Banks,

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Federal Land Banks, Maritime Administration, The Tennessee Valley Authority,
District of Columbia Armory Board and Federal National Mortgage Association.

Some obligations of United States Government agencies and instrumentalities,
such as Treasury Bills and Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the United States;
others, such as securities of Federal Home Loan Banks, are supported by the
right of the issuer to borrow from the Treasury; still others, such as bonds
issued by the Federal National Mortgage Association, a private corporation, are
supported only by the credit of the instrumentality. Because the United States
Government is not obligated by law to provide support to an instrumentality it
sponsors, the Accounts will invest in the securities issued by such an
instrumentality only when the investment advisers determine that the credit risk
with respect to the instrumentality does not make the securities unsuitable
investments. United States Government securities will not include international
agencies or instrumentalities in which the United States Government, its
agencies or instrumentalities participate, such as the World Bank, the Asian
Development Bank or the Inter-American Development Bank, or issues insured by
the Federal Deposit Insurance Corporation.

REPURCHASE AGREEMENTS

Interim cash balances may be invested from time to time in repurchase agreements
with approved counterparties. Approved counterparties are limited to national
banks or reporting broker-dealers meeting the Advisor's credit quality standards
as presenting minimal risk of default. All repurchase transactions must be
collateralized by U.S. Government securities with market value no less than 102%
of the amount of the transaction, including accrued interest. Repurchase
transactions generally mature the next business day but, in the event of a
transaction of longer maturity, collateral will be marked to market daily and,
when required, additional cash or qualifying collateral will be required from
the counterparty.

In executing a repurchase agreement, a portfolio purchases eligible securities
subject to the seller's simultaneous agreement to repurchase them on a mutually
agreed upon date and at a mutually agreed upon price. The purchase and resale
prices are negotiated with the counterparty on the basis of current short-term
interest rates, which may be more or less than the rate on the securities
collateralizing the transaction. Physical delivery or, in the case of
"book-entry" securities, segregation in the counterparty's account at the
Federal Reserve for the benefit of the Portfolio is required to establish a
perfected claim to the collateral for the term of the agreement in the event the
counterparty fails to fulfill its obligation.

As the securities collateralizing a repurchase transaction are generally of
longer maturity than the term of the transaction, in the event of default by the
counterparty on its obligation, the Portfolio would bear the risks of delay,
adverse market fluctuation and transaction costs in disposing of the collateral.

INVESTMENT MANAGEMENT AND ADVISORY SERVICES

The investments and administration of the separate accounts are under the
direction of the Board of Managers. Travelers Asset Management International
Corporation ("TAMIC") furnishes investment management and advisory services to
Account QB and Account GIS, according to the terms of written Investment
Advisory Agreements. The agreement between Account GIS and TAMIC was approved by
a vote of the Variable Annuity Contract Owners at their meeting held on April
27, 1998. The agreement between Account QB and TAMIC was approved by a vote of
the Variable Annuity Contract Owners at their meeting held on April 23, 1993.

Each of these agreements will continue in effect as described below in (3), as
required by the 1940 Act. Each of the agreements:

12
<PAGE> 232

1. provides that for investment management and advisory services,
the Company will pay to TIMCO and TAMIC, an advisory fee based
on the current value of the assets of the accounts for which
TIMCO and TAMIC act as investment adviser (see "Advisory Fees"
below);

2. may not be terminated by TIMCO or TAMIC without prior approval
of a new investment advisory agreement by those casting a
majority of the votes entitled to be cast and will be subject to
termination without the payment of any penalty, upon sixty days'
written notice, by the Board of Managers or by a vote of those
casting a majority of the votes entitled to be cast;

3. will continue in effect for a period more than two years from
the date of its execution, only so long as its continuance is
specifically approved at least annually by a vote of a majority
of the Board of Managers, or by a vote of a majority of the
outstanding voting securities of the Account. In addition, and
in either event, the terms of the agreement must be approved
annually by a vote of a majority of the Board of Managers who
are not parties to, or interested persons of any party to, the
agreement, cast in person, at a meeting called for the purpose
of voting on the approval and at which the Board of Managers has
been furnished the information that is reasonably necessary to
evaluate the terms of the agreement;

4. will automatically terminate upon assignment.

ADVISORY AND SUBADVISORY FEES

TIMCO will become the subadviser to Account GIS effective May 1, 1998;
therefore, there are no subadvisory fees for 1997 and earlier.

For furnishing investment management and advisory services to Account QB, TAMIC
is paid an amount equivalent on an annual basis to 0.3233% of the average daily
net assets of Account QB. For the years ended December 31, 1994, 1995 and 1996
the advisory fees were $572,484, $547,715 and $576,329, respectively.

TAMIC

Investment advice and management for TAMIC's clients are furnished in
accordance with their respective investment objectives and policies and
investment decisions for the Accounts will be made independently from those of
any other accounts managed by TAMIC. However, securities owned by Account QB
may also be owned by other clients and it may occasionally develop that the
same investment advice and decision for more than one client is made at the
same time. Furthermore, it may develop that a particular security is bought or
sold for only some clients even though it might be held or bought or sold for
other clients, or that a particular security is bought for some clients when
other clients are selling the security. When two or more accounts are engaged
in the purchase or sale of the same security, the transactions are allocated as
to amount in accordance with a formula which is equitable to each account. It is
recognized that in some cases this system could have a detrimental effect on the
price or volume of the security as far as Account QB is concerned. In other
cases, however, it is believed that the ability of Account QB to participate in
volume transactions will produce better executions for the account.

BROKERAGE

Subject to approval of the Board of Managers, it is the policy of TAMIC, in
executing transactions in portfolio securities, to seek best execution of orders
at the most favorable prices. The determination of what may constitute best
execution and price in the execution of a securities transaction by a broker
involves a number of considerations, including, without limitation, the overall
direct net economic result to Account QB, involving both price paid or received
and any commissions and other cost paid, the efficiency with which the
transaction is effected, the ability to effect the transaction at all where a
large block is involved, the availability of the broker to stand ready to
execute potentially difficult transactions in the future and the financial
strength and stability of the broker. Such considerations are judgmental and are
weighed by management in determining the overall reasonableness of brokerage
commissions paid. Subject to the foregoing, a factor in the selection of brokers
is the receipt of research services, analyses and reports concerning issuers,
industries, securities, economic factors and trends, and other statistical and
factual information. Any such research and other statistical and factual
information provided by brokers is considered to be in addition to and not in
lieu of services required to be performed by TAMIC under its Investment Advisory
Agreements. The cost, value and specific application of such information are
indeterminable and hence are not practicably allocable among Account QB and
other clients of TAMIC who may indirectly benefit from the availability of such
information. Similarly, Account QB may indirectly benefit from information made
available as a result of transactions for such clients.

Purchases and sales of bonds and money market instruments will usually be
principal transactions and will normally be purchased directly from the issuer
or from the underwriter or market maker for the securities. There usually will
be no brokerage commissions paid for such purchases. Purchases from the
underwriters will include the underwriting commission or concession, and
purchases from dealers serving as market makers will include the spread between
the bid and asked prices. Where transactions are made in the over-the-counter
market, Account QB will deal with primary market makers unless more favorable
prices are otherwise obtainable. Brokerage fees will be incurred in connection
with futures transactions, and Account QB will be required to deposit and
maintain funds with brokers as margin to guarantee performance of future
obligations.

The policy of TAMIC with respect to brokerage is and will be reviewed by the
Board of Managers periodically. Because of the possibility of further regulatory
developments affecting the securities exchanges and brokerage practices
generally, the foregoing practices may be changed, modified or eliminated.

The total brokerage commissions paid by Account QB for the fiscal years ended
December 31, 1995, 1996 and 1997 were $549,540, $745,209, and _____________,
respectively. For the fiscal year ended December 31, 1996, no portfolio
transactions were directed to certain brokers because of research services. No
commissions were paid to broker dealers affiliated with TAMIC.

TIMCO

TIMCO, an indirect wholly owned subsidiary of Travelers Group Inc., is located
at One Tower Square, Hartford, Connecticut 06183. In addition to providing
subadvisory services to Account GIS, TIMCO acts as investment adviser (or
subadviser) for other investment companies which serve as the funding media for
certain variable annuity and variable life insurance contracts offered by The
Travelers Insurance Company and its affiliates. TIMCO also acts as investment
adviser for individual and pooled pension and profit-sharing accounts and for
affiliated companies of The Travelers Insurance Company.

Investment decisions for Account GIS will be made independently from those of
any other accounts managed by TIMCO. If, however, accounts managed by TIMCO are
simultaneously engaged in the purchase of the same security, then available
securities may be allocated to each account and may be averaged as to price in
whatever manner TIMCO deems to be fair. In some cases, this system might
adversely affect the price or volume of securities being bought or sold by an
account, while in other cases it may produce better executions or lower
brokerage rates.

BROKERAGE

13
<PAGE> 233

reasonably competitive rates. To the extent consistent with this policy, certain
brokerage transactions may be placed with firms which provide brokerage and
research services to TIMCO, and such transactions may be paid for at higher
rates than other firms would charge. The term "brokerage and research services"
includes advice as to the value of securities; the advisability of investing in,
purchasing or selling securities; the availability of securities for purchasers
or sellers of securities; furnishing analyses and reports concerning issues,
industries, securities, economic factors and trends, portfolio strategy and
performance of accounts; and effecting securities transactions and performing
functions incidental thereto (such as clearance and settlement). These brokerage
and research services may be utilized in providing investment advice to Account
GIS and may also be utilized in providing investment advice and management to
all accounts over which TIMCO exercises investment discretion, but not all of
such services will necessarily be utilized in providing investment advice to all
accounts. This practice may be expected to result in greater cost to the
Accounts than might otherwise be the case if brokers whose charges were based on
execution alone were used for such transactions. TIMCO believes that brokers'
research services are very important in providing investment advice to the
Accounts but is unable to give the services a dollar value. While research
services are not expected to reduce the expenses of TIMCO, TIMCO will, through
the use of these services, avoid the additional expenses which would be incurred
if it should attempt to develop comparable information through its own staff.

Transactions in the over-the-counter market are placed with the principal market
makers unless better price and execution may be obtained otherwise. Brokerage
fees will be incurred in connection with futures transactions, and Account GIS
will be required to deposit and maintain funds with brokers as margin to
guarantee performance of future obligations.

The total brokerage commissions paid by Account GIS for the fiscal years ending
December 31, 1995, 1996 and 1997 were $866,658, $890,690, and _______________,
respectively. For the fiscal year ended December 31, 1997, portfolio
transactions in the amount of $ were directed to certain brokers
because of research services, of which $ was paid in commissions with
respect to such transactions. No formula was used in placing such transactions
and no specific amount of transactions was allocated for research services. For
the year ended December 31, 1997, commissions in the amounts of $ and
______ were paid to Smith Barney Inc. and The Robinson Humphrey Company, Inc.,
respectively, both affiliates of TIMCO, which equals, for each, % and %
of Account GIS's aggregate brokerage commissions paid to such brokers during
1997. The percentage of Account GIS's aggregate dollar amount of transactions
involving the payment of commissions effected through Smith Barney and Robinson
Humphrey were % and %, respectively.

14
<PAGE> 234

VALUATION OF ASSETS

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

THE BOARD OF MANAGERS

The investment and administration of each of the Separate Accounts are under the
direction of the Board of Managers, listed below. Members of the Board of
Managers are elected annually by those Contract Owners participating in the
Separate Accounts. A majority of the members of the Board of Managers are
persons who are not affiliated with The Travelers Insurance Company, TIMCO,
TAMIC or their affiliates.

Present Position and Principal
Name Occupation During Last Five Years
- ---- ---------------------------------

*Heath B. McLendon Managing Director (1993-present),
Chairman and Member Smith Barney Inc. ("Smith Barney");
388 Greenwich Street Chairman (1993-present), Smith Barney
New York, New York Strategy Advisors, Inc.; President
Age 64 (1994-present), Smith Barney Mutual
Funds Management Inc.; Chairman and
Director of forty-one investment
companies associated with Smith
Barney; Chairman, Board of Trustees,
Drew University; Trustee, The East New
York Savings Bank; Advisory Director,
First Empire State Corporation;
Chairman, Board of Managers, seven
Variable Annuity Separate Accounts of
The Travelers Insurance Company+;
Chairman, Board of Trustees, five
Mutual Funds sponsored by The Travelers
Insurance Company++; prior to July
1993, Senior Executive Vice President
of Shearson Lehman Brothers Inc.

Knight Edwards Of Counsel (1988-present), Partner
Member (1956-1988), Edwards & Angell,
2700 Hospital Trust Tower Attorneys; Member, Advisory Board
Providence, Rhode Island (1973-1994), thirty-one mutual funds
Age 74 sponsored by Keystone Group, Inc.;
Member, Board of Managers, seven
Variable Annuity Separate Accounts of
The Travelers Insurance Company+;
Trustee, five Mutual Funds sponsored
by The Travelers

15
<PAGE> 235

<TABLE>
<C> <S>
Insurance Company.++

Robert E. McGill, III Retired manufacturing executive.
Member Director (1983-1995), Executive Vice
295 Hancock Street President (1989-1994) and Senior Vice
Williamstown, Massachusetts President, Finance and Administration
Age 66 (1983-1989), The Dexter Corporation
(manufacturer of specialty chemicals
and materials); Vice Chairman
(1990-1992), Director (1983-1995), Life
Technologies, Inc. (life
science/biotechnology products);
Director, (1994-present), The
Connecticut Surety Corporation
(insurance); Director (1995-present),
CN Bioscience, Inc. (life
science/biotechnology products);
Director (1995-present), Chemfab
Corporation (specialty materials
manufacturer); Member, Board of
Managers, seven Variable Annuity
Separate Accounts of The Travelers
Insurance Company+; Trustee, five
Mutual Funds sponsored by The Travelers
Insurance Company.++

Lewis Mandell Dean, College of Business
Member Administration (1995-present),
606 N. 13th Street Marquette University; Professor of
Milwaukee, WI 53233 Finance (1980-1995) and Associate Dean
Age 55 (1993-1995), School of Business
Administration, and Director, Center
for Research and Development in
Financial Services (1980-1995),
University of Connecticut; Director
(1992-present), GZA Geoenvironmental
Tech, Inc. (engineering services);
Member, Board of Managers, seven
Variable Annuity Separate Accounts of
The Travelers Insurance Company+;
Trustee, five Mutual Funds sponsored
by The Travelers Insurance Company.++

Frances M. Hawk Private Investor (1997-present),
Member Portfolio Manager (1992-present), HLM
222 Berkeley Street Management Company, Inc. (investment
Boston, Massachusetts management); Assistant Treasurer,
Age 50 Pensions and Benefits. Management
(1989-1992), United Technologies
Corporation (broad- based designer and
manufacturer of high technology
products); Member, Board of Managers,
seven Variable Annuity Separate
Accounts of The Travelers Insurance
Company+; Trustee, five Mutual Funds
sponsored by The Travelers Insurance
Company.++

Ernest J. Wright Vice President and Secretary (1996-present)
Secretary to the Board Assistant Secretary (1994-1996),
One Tower Square Counsel (1987-present), The Travelers
Hartford, Connecticut Insurance Company; Secretary, Board of
Age 57 Managers, seven Variable Annuity
Separate Accounts of The Travelers
Insurance Company+; Secretary, Board
of Trustees, five Mutual Funds
sponsored by The Travelers Insurance
Company.++

Kathleen A. McGah Assistant Secretary and Counsel
Assistant Secretary to the Board (1995-present), The Travelers
One Tower Square Insurance Company; Assistant
Hartford, Connecticut Secretary, Board of Managers, seven
Age 47 Variable Annuity Separate Accounts of
The Travelers Insurance Company+;
Assistant Secretary, Board of
Trustees, five Mutual Funds sponsored
by The Travelers Insurance Company.++
Prior to January 1995, Counsel, ITT
Hartford Life Insurance Company.
</TABLE>

16
<PAGE> 236

++ These five Mutual Funds are: Capital Appreciation Fund, Cash Income
Trust, High Yield Bond Trust, Managed Assets Trust and The Travelers
Series Trust.

* Mr. McLendon is an "interested person" within the meaning of the 1940
Act by virtue of his position as Managing Director of Smith Barney Inc., an
indirect wholly owned subsidiary of Travelers Group Inc. and also owns shares
and options to purchase shares of Travelers Group Inc., the indirect parent of
The Travelers Insurance Company.

The Company is responsible for payment of the fees and expenses of the Board of
Managers, and the expenses of audit of the Separate Accounts, as well as other
expenses for services related to the operations of the accounts, for which it
deducts certain amounts from purchase payments and from the accounts.

Members of the Board of Managers who are also officers or employees of Travelers
Group Inc. or its subsidiaries are not entitled to any fee. Members of the Board
of Managers who are not affiliated as employees of Travelers Group Inc. or its
subsidiaries receive an aggregate retainer of $19,000 for service on the Boards
of the seven Variable Annuity Separate Accounts established by The Travelers
Insurance Company and the five Mutual Funds sponsored by The Travelers Insurance
Company. Board Members with 10 years of service may agree to provide services as
emeritus director at age 72 or upon reaching 80 years of age and will receive
50% of the annual retainer and 50% of meeting fees if attended. They also
receive an aggregate fee of $2,500 for each meeting of such Boards attended.

DISTRIBUTION AND MANAGEMENT SERVICES

Under the terms of a Distribution and Management Agreement between each Separate
Account, the Company and Tower Square Securities, Inc., the Company provides all
sales and administrative services and mortality and expense risk guarantees
related to variable annuity contracts issued by the Company in connection with
the Separate Accounts, and assumes the risk of minimum death benefits, as
applicable. The Company also pays all sales costs (including costs associated
with the preparation of sales literature); all costs of qualifying the Separate
Accounts and the variable annuity contracts with regulatory authorities; the
costs of proxy solicitation; all custodian, accountants and legal fees; and all
compensation paid to the unaffiliated members of the Board of Managers. The
Company also provides without cost to the Separate Accounts all necessary office
space, facilities, and personnel to manage its affairs.

The Company received the following amounts from the Separate Accounts in each of
the last three fiscal years for services provided under the Distribution and
Management Agreements:

<TABLE>
<CAPTION>
SEPARATE ACCOUNT 1997 1996 1995
- ---------------- ---- ---- ----
<S> <C> <C> <C>

GIS $5,889,123 $4,557,639

QB $2,322,938 $2,119,384
</TABLE>

SECURITIES CUSTODIAN

Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, New York, is the
custodian of the portfolio securities and similar investments of Accounts GIS
and QB.

17
<PAGE> 237

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand, L.L.P., independent accountants, 100 Pearl Street, Hartford,
Connecticut, are the independent auditors for Accounts GIS and QB. The services
provided to these Separate Accounts include primarily the audit of the
Accounts' financial statements. The financial statements of Accounts GIS and QB
appear in the Annual Report, which is incorporated herein by reference. Such
financial statements have been audited by Coopers & Lybrand, L.L.P., as
indicated in their reports thereon in reliance upon the authority of said firm
as experts in accounting and auditing.

The consolidated financial statements of The Travelers Insurance Company and
Subsidiaries as of December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, have been included herein and in the
registration statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.

<PAGE> 238

THE TRAVELERS (LOGO UMBRELLA)

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

AND

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

Individual Variable Annuity Contracts

Issued By

THE TRAVELERS INSURANCE COMPANY

Individual Purchasers

L-11895S TIC Ed. 5-98
Printed in U.S.A

<PAGE> 239
PART C

OTHER INFORMATION

Item 28. Financial Statements and Exhibits

(a) The financial statements of the Registrant and the Report of Independent
Accountants thereto will be provided in a subsequent Post-Effective
Amendment.

The consolidated financial statements of The Travelers Insurance Company
and Subsidiaries and the report of Independent Accountants will be
provided in a subsequent Post-Effective Amendment.

(b) Exhibits

1. Resolution of The Travelers Insurance Company's Board of
Directors authorizing the establishment of the Registrant.
(Incorporated herein by reference to Exhibit 1 to Post-Effective
Amendment No. 67 to the Registration Statement on Form N-3 filed
April 19, 1996.)

2. Rules and Regulations of the Registrant. (Incorporated herein by
reference to Exhibit 2 to Post-Effective Amendment No. 67 to the
Registration Statement on Form N-4 filed April 19, 1996.)

3. Custody Agreement between the Registrant and Chase Manhattan
Bank, N. A., Brooklyn, New York. (Incorporated herein by
reference to Exhibit 3 to Post-Effective Amendment No. 66 to the
Registration Statement on Form N-3 filed April 27, 1995.)

4. Form of Investment Advisory Agreement between the Registrant and
Travelers Asset Management International Corporation.

4(a) Form of Investment Sub-Advisory Agreement between the Registrant
and The Travelers Investment Management Company.

5(a). Distribution and Management Agreement among the Registrant, The
Travelers Insurance Company and Travelers Equities Sales, Inc.
(now known as Tower Square Securities, Inc.). (Incorporated
herein by reference to Exhibit 5 to Post-Effective Amendment No.
66 to the Registration Statement on Form N-3 filed April 27,
1995.)

5(b). Selling Agreement, (Incorporated herein by reference to Exhibit
3(b) to Post-Effective Amendment No. 29 to the Registration
Statement on Form N-4, File No. 2-79529, filed April 19, 1996.)

6. Example of Variable Annuity Contract. (Incorporated herein by
reference to Exhibit 4 to Post-Effective Amendment No. 29 to
Registration Statement on Form N-4, File No. 2-79529, filed
April 19, 1996.)

7. Example of Application. (Incorporated herein by reference to
Exhibit 7 to Post-Effective Amendment No. 29 to Registration
Statement on Form N-4, File No. 2-79529, filed April 19, 1996.)

8(a). Charter of The Travelers Insurance Company, as amended on
October 19, 1995. (Incorporated herein by reference to Exhibit
3(a)(i) to the Registration Statement on Form S-2 , File No.
33-58677 , filed via EDGAR on April 18, 1995.)
<PAGE> 240
8(b). By-Laws of The Travelers Insurance Company, as amended on
October 20, 1995. (Incorporated herein by reference to Exhibit
3(b)(i) to the Registration Statement on Form S-2, File No.
33-58677, filed via EDGAR on April 18, 1995.)

12. Opinion of Counsel as to the legality of the securities being
registered. To be filed by amendment.

13(a). Consent of Coopers & Lybrand L.L.P., Independent Accountants.
To be filed by amendment.

13(b). Consent of KPMG Peat Marwick LLP Independent Certified Public
Accountants. To be filed by amendment.

16. Schedule for Computation of Total Return Calculations -
Standardized and Non-Standardized. (Incorporated herein by
reference to Exhibit 16 to Post-Effective Amendment No. 68 to
the Registration Statement on Form N-3 filed April 29, 1997.)

18(a). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Heath B. McLendon, Knight Edwards, Robert
E. McGill III, Lewis Mandell and Frances M. Hawk. (Incorporated
herein by reference to Exhibit 18(a) to Post-Effective Amendment
No. 67 to the Registration Statement on Form N-3 filed April 19,
1996.)

18(b). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Michael A. Carpenter, Jay S. Benet,
George C. Kokulis, Ian R. Stuart and Katherine M. Sullivan..
(Incorporated herein by reference to Exhibit 18(b) to
Post-Effective Amendment No. 68 to the Registration Statement on
Form N-3 filed April 29, 1997.)

18(c). Powers of Attorney authorizing Jay S. Fishman or Ernest J.
Wright as signatory for Robert I. Lipp, Charles O. Prince, III,
Marc P. Weill, Irwin R. Ettinger and Donald T. DeCarlo.
(Incorporated herein by reference to Exhibit 18(c) to
Post-Effective Amendment No. 66 to the Registration Statement on
Form N-3, filed April 27, 1995.)

27. Financial Data Schedules. To be filed by amendment.
<PAGE> 241
Item 29. Directors and Officers of The Travelers Insurance Company

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Insurance Company with Registrant
- -------------------------- ---------------------- -----------------
<S> <C> <C>
Michael A. Carpenter* Director, Chairman of the Board ----
President and Chief Executive Officer
Jay S. Benet* Director and Senior Vice President ----
George C. Kokulis* Director and Senior Vice President ----
Robert I. Lipp* Director ----
Ian R. Stuart* Director, Senior Vice President,
Chief Financial Officer, Chief
Accounting Officer and Controller
Katherine M. Sullivan* Director and Senior Vice President ----
and General Counsel
Marc P. Weill** Director and Senior Vice President ----
Stuart Baritz** Senior Vice President ----
Jay S. Fishman* Senior Vice President ----
Elizabeth C. Georgakopoulos* Senior Vice President ----
Barry Jacobson* Senior Vice President ----
Russell H. Johnson* Senior Vice President ----
Warren H. May* Senior Vice President ----
Christine M. Modie* Senior Vice President ----
David A. Tyson* Senior Vice President ----
F. Denney Voss* Senior Vice President ----
Paula Burton* Vice President ----
Virginia M. Meany* Vice President ---
William Hogan* Vice President and Actuary ----
Donald R. Munson, Jr.* Second Vice President ----
Ernest J. Wright* Vice President and Secretary Secretary to the
Board of Managers
Kathleen A. McGah* Assistant Secretary and Counsel Assistant Secretary to
the Board of Managers
David A. Golino Second Vice President Principal Accounting
Officer
</TABLE>

Principal Business Address:
* The Travelers Insurance Company ** Travelers Group Inc.
One Tower Square 388 Greenwich Street
Hartford, CT 06183 New York, N.Y. 10013
<PAGE> 242
Item 30. Persons Controlled by or Under Common Control with the Depositor or
Registrant.

To be provided in a subsequent post-effective amendment.

Item 31. Number of Contract Owners

As of March 1, 1998, ________ contract owners held qualified and non-qualified
contracts offered by the Registrant.

<PAGE> 243
Item 32. Indemnification

Pursuant to the provisions of Article VI of the Rules and Regulations of the
Registrant, indemnification is provided to members of the Board of Managers,
and the officers and employees of the Registrant in accordance with the
standards established by Section 33-770 of the Connecticut General Statutes
("C.G.S.") relating to indemnification under the Connecticut Stock Corporation
Act.

Section 33-770 of the Connecticut General Statutes regarding indemnification of
directors and officers of Connecticut corporations provides in general that
Connecticut corporations shall indemnify their officers, directors and certain
other defined individuals against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses actually incurred in connection with
proceedings against the corporation. The corporation's obligation to provide
such indemnification generally does not apply unless (1) the individual is
successful on the merits in the defense of any such proceeding; or (2) a
determination is made (by persons specified in the statute) that the individual
acted in good faith and in the best interests of the corporation; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With
respect to proceedings brought by or in the right of the corporation, the
statute provides that the corporation shall indemnify its officers, directors
and certain other defined individuals, against reasonable expenses actually
incurred by them in connection with such proceedings, subject to certain
limitations.

C.G.S. Section 33-770 provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

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

Rule 484 Undertaking

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liability (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 244
Item 33. Business and Other Connections of Investment Adviser and Sub-Adviser

Officers and Directors of Travelers Asset Management International Corporation
(TAMIC), the Fund's Investment Adviser, are set forth in the following table:

<TABLE>
<CAPTION>
Name Position with TAMIC Other Business
- ---- ------------------- --------------
<S> <C> <C>
Marc P. Weill Director and Chairman Senior Vice President **
David A. Tyson Director, President and Senior Vice President *
Chief Investment Officer
Joseph E. Rueli, Jr. Director, Senior Vice President Vice President*
and Chief Financial Officer
F. Denney Voss Director and Senior Senior Vice President*
Vice President
John R. Britt Director and Secretary Assistant Secretary *
Harvey Eisen Senior Vice President Senior Vice President**
Joseph M. Mullally Senior Vice President Vice President*
David Amaral Vice President Assistant Director*
John R. Calcagni Vice President Second Vice President*
Gene Collins Vice President Vice President*
John Green Vice President Second Vice President*
Thomas Hajdukiewicz Vice President Vice President*
Edward Hinchliffe III Vice President and Cashier Second Vice President & Cashier
Richard John Vice President Vice President*
Kathyrn D. Karlic Vice President Vice President*
David R. Miller Vice President Vice President*
Emil J. Molinaro Vice President Vice President*
Andrew Sanford Vice President Investment Officer*
Charles Silverstein Vice President Second Vice President*
Robert Simmons Vice President Assistant Investment Officer*
Jordan M. Stitzer Vice President Vice President*
Joel Straugh Vice President Vice President**
William H. White Treasurer Vice President and Treasurer *
Charles B. Chamberlain Assistant Treasurer Assistant Treasurer *
George C. Quaggin, Jr. Assistant Treasurer Assistant Treasurer *
Marla A. Berman Assistant Secretary Assistant Secretary**
Andrew Feldman Assistant Secretary Senior Counsel**
Millie Kim Assistant Secretary Senior Counsel**
Patricia A. Uzzel Compliance Officer Assistant Director*
Frank J. Fazzina Controller Director *
</TABLE>

* Positions are held with The Travelers Insurance Company, One Tower
Square, Hartford, Connecticut 06183.
** Positions are held with Travelers Group Inc., 388 Greenwich Street, New
York, N.Y. 10013.

<PAGE> 245
Officers and Directors of The Travelers Investment Management Company (TIMCO),
the Registrant's Sub-Adviser, are set forth in the following table:

<TABLE>
<CAPTION>
Name Position with TIMCO Other Business
- ---- ------------------- --------------
<S> <C> <C>
Thomas W. Jones Director and Chairman Vice Chairman
Travelers Group Inc.*
Chief Executive Officer
Asset Management Division
Smith Barney Inc.

Sandip A. Bhagat Director, President and -----
Chief Executive Officer**

Virgil H. Cumming Director Managing Director
Smith Barney Inc.*
Chief Investment Officer
Asset Management Division
Smith Barney Inc.

Heath B. McLendon Director Managing Director
Smith Barney Inc.*

Jacob E. Hurwitz Senior Vice President** -----

Emil J. Molinaro, Jr. Vice President Vice President
Travelers Group Inc.*

Daniel B. Willey Vice President** -----

Gloria G. Williams Vice President** -----

John W. Lau Assistant Vice President** -----

Feng Zhang Assistant Vice President** -----

Michael F. Rosenbaum Corporate Secretary General Counsel to
Asset Management
Smith Barney Inc.*

Michael Day Treasurer Managing Director
Smith Barney Inc.*
</TABLE>

Address: * 388 Greenwich Street, New York, New York, 10013
** One Tower Square, Hartford, Connecticut 06183
<PAGE> 246
Item 34. Principal Underwriter

(a) Tower Square Securities, Inc.
One Tower Square
Hartford, Connecticut 06183

Tower Square Securities, Inc. also serves as principal underwriter for the
following :

The Travelers Quality Bond Account for Variable Annuities
The Travelers Money Market Account for Variable Annuities
The Travelers Timed Growth and Income Stock Account for Variable
Annuities
The Travelers Timed Short-Term Bond Account for Variable Annuities
The Travelers Timed Aggressive Stock Account for Variable Annuities
The Travelers Timed Bond Account for Variable Annuities
The Travelers Fund U for Variable Annuities
The Travelers Fund VA for Variable Annuities
The Travelers Fund BD for Variable Annuities
The Travelers Fund BD II for Variable Annuities
The Travelers Fund BD III for Variable Annuities
The Travelers Fund BD IV for Variable Annuities
The Travelers Fund ABD for Variable Annuities
The Travelers Fund ABD II for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Life Insurance
The Travelers Variable Life Insurance Separate Account One
The Travelers Variable Life Insurance Separate Account Three
The Travelers Variable Life Insurance Separate Account Two
The Travelers Variable Life Insurance Separate Account Four
The Travelers Separate Account QP for Variable Annuities
The Travelers Separate Account PF for Variable Annuities
The Travelers Separate Account PF II for Variable Annuities

<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices Positions and Offices
Business Address * With Underwriter With Registrant
------------------ ---------------------------- ---------------------
<S> <C> <C>
Russell H. Johnson Chairman of the Board -----
Chief Executive Officer, President -----
and Chief Operating Officer
William F. Scully, III Member, Board of Directors, -----
Senior Vice President, Treasurer
and Chief Financial Officer
Cynthia P. Macdonald Vice President, Chief Compliance -----
Officer, and Assistant Secretary
Joanne K. Russo Member, Board of Directors -----
Senior Vice President
William D. Wilcox General Counsel and Secretary -----
Kathleen A. McGah Assistant Secretary Assistant Secretary
Jay S. Benet Member, Board of Directors -----
George C. Kokulis Member, Board of Directors -----
Warren H. May Member, Board of Directors -----
Donald R. Munson, Jr. Senior Vice President -----
</TABLE>
<PAGE> 247
<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices Positions and Offices
Business Address * With Underwriter With Registrant
------------------ ---------------------------- ---------------------
<S> <C> <C>
Stuart L. Baritz Vice President -----
Michael P. Kiley Vice President -----
Tracey Kiff-Judson Vice President -----
Whitney F. Burr Second Vice President -----
Marlene M. Ibsen Second Vice President -----
Robin A. Jones Second Vice President -----
Susan M. Curcio Director and Operations Manager -----
Dennis D. D'Angelo Director -----
John J. Williams, Jr. Director and Assistant Compliance -----
Officer
Thomas P. Tooley Director -----
Nancy S. Waldrop Assistant Treasurer -----
</TABLE>

* Principal business address: One Tower Square, Hartford,
Connecticut 06183

Item 35. Location of Accounts and Records

(1) The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183

(2) Chase Manhattan Bank, N. A.
Chase MetroTech Center
Brooklyn, New York 11245

Item 36. Management Services

Inapplicable.

Item 37. Undertakings

The undersigned Registrant hereby undertakes:

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

(b) To include either (1) as part of any application to purchase a
contract offered by the prospectus, a space that an applicant can
check to request a Statement of Additional Information, or (2) a post
card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of
Additional Information; and
<PAGE> 248
(c) To deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-3 promptly
upon written or oral request.

The Company hereby represents:

(a) That the aggregate charges under the Contract of the Registrant
described herein are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the
Company.
<PAGE> 249
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this amendment to this registration statement
to be signed on its behalf, in the City of Hartford, State of Connecticut, on
the 26th day of February, 1998.

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

By: *HEATH B. McLENDON
--------------------------------------
Heath B. McLendon
Chairman of the Board of Managers

As required by the Securities Act of 1933, this post-effective amendment to
this registration statement has been signed by the following persons in the
capacities indicated on February 26, 1998.

*HEATH B. McLENDON Chairman, Board of Managers
------------------------------
(Heath B. McLendon)

*KNIGHT EDWARDS Member, Board of Managers
------------------------------
(Knight Edwards)

*ROBERT E. McGILL, III Member, Board of Managers
------------------------------
(Robert E. McGill, III)

*LEWIS MANDELL Member, Board of Managers
------------------------------
(Lewis C. Mandell)

*FRANCES M. HAWK Member, Board of Managers
------------------------------
(Frances M. Hawk)

* By: Ernest J. Wright, Attorney-in-Fact
Secretary, Board of Managers
<PAGE> 250
SIGNATURES

THE TRAVELERS INSURANCE COMPANY
(Insurance Company)

By: *IAN R. STUART
-------------------------------------
Ian R. Stuart
Senior Vice President, Chief Financial Officer
Chief Accounting Officer and Controller

As required by the Securities Act of 1933, this post-effective amendment to
this registration statement has been signed by the following persons in the
capacities indicated on February 26, 1998.

*MICHAEL A. CARPENTER Director, Chairman of the Board,
- -------------------------------- President and Chief Executive Officer
(Michael A. Carpenter)

*JAY S. BENET Director
- --------------------------------
(Jay S. Benet)

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

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

*IAN R. STUART Director, Senior Vice President,
- -------------------------------- Chief Financial Officer, Chief
(Ian R. Stuart) Accounting Officer and Controller

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

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

* By: Ernest J. Wright, Attorney-in-Fact
<PAGE> 251
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
1. Resolution of The Travelers Insurance Company's
Board of Directors authorizing the establishment
of the Registrant. (Incorporated herein by reference
to Exhibit 1 to Post-Effective Amendment No. 67 to
the Registration Statement on Form N-3 filed
April 19, 1996.)

2. Rules and Regulations of the Registrant. (Incorporated
herein by reference to Exhibit 2 to Post-Effective Amendment
No. 67 to the Registration Statement on Form N-3 filed
April 19, 1996.)

3. Custody Agreement between the Registrant and
Chase Manhattan Bank, N. A. (Incorporated
herein by reference to Exhibit No. 3 to Post-Effective
Amendment No. 66 to the Registration Statement,
on Form N-3, File No. 2-27330, filed April 27, 1995.)

4(a). Form of Investment Advisory Agreement between the Electronically
Registrant and Travelers Asset Management International
Corporation.

4(b). Form of Investment Sub-Advisory Agreement between Electronically
the Registrant and The Travelers Investment Management
Company.

5(a). Distribution and Management Agreement among
the Registrant, The Travelers Insurance Company
and Tower Square Securities, Inc. (Incorporated
herein by reference to Exhibit No. 5 to Post-Effective
Amendment No. 66 to the Registration Statement,
on Form N-3, File No. 2-27330, filed April 27, 1995.)

5(b). Selling Agreement. (Incorporated herein by reference
to Exhibit 3(b) to Post-Effective Amendment No. 29 to
the Registration Statement on Form N-4, File No. 2-79529,
filed April 19, 1996.)

6. Example of Variable Annuity Contract.
(Incorporated herein by reference to Exhibit 4 to
Post-Effective Amendment No. 29 to Registration
Statement on Form N-4, File No. 2-79529, filed
April 19, 1996.)

7. Example of Application. (Incorporated herein by
reference to Exhibit 7 to Post-Effective Amendment
No. 29 to Registration Statement on Form N-4,
File No. 2-79529, filed April 19, 1996.)
</TABLE>
<PAGE> 252
EXHIBIT INDEX(CONT'D)

<TABLE>
<CAPTION>
Exhibit
No Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
8(a). Charter of The Travelers Insurance Company,
as amended on October 19, 1994. (Incorporated
herein by reference to Exhibit 3(a)(i) to the
Registration Statement filed on Form S-2,
File No. 33-58677, filed via EDGAR on
April 18, 1995.)

8(b). By-Laws of The Travelers Insurance Company,
as amended on October 20, 1994. (Incorporated
herein by reference to Exhibit 3(b)(i) to the
Registration Statement filed on Form S-2,
File No. 33-58677, filed via EDGAR on April 18, 1995.)

12. Opinion of Counsel as to the legality of the securities To be filed by
being registered. amendment

13(a). Consent of Coopers & Lybrand L.L.P., Independent To be filed by
Accountants. amendment

13(b). Consent of KPMG Peat Marwick LLP, Independent To be filed by
Certified Public Accountants. amendment

16. Schedule for Computation of Total Return Calculations
Standardized and Non-Standardized. (Incorporated
herein by reference to Exhibit 16 to Post-Effective
Amendment No. 68 to the Registration Statement on
Form N-3 filed April 29, 1997.)

18(a). Powers of Attorney authorizing Ernest J. Wright or
Kathleen A. McGah as signatory for Heath B. McLendon,
Knight Edwards, Robert E. McGill III, Lewis Mandell
and Frances M. Hawk. (Incorporated herein by reference to
Exhibit 18(a) to Post-Effective Amendment No. 67 to
the Registration Statement on Form N-3 filed April 19, 1996.)

18(b). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Michael A. Carpenter, Jay S. Benet,
George C. Kokulis, Ian R. Stuart and Katherine M. Sullivan.
(Incorporated herein by reference to Exhibit 18(b) to Post-
Effective Amendment No. 68 to the Registration Statement on
Form N-3 filed April 29, 1997.)

18(c). Powers of Attorney authorizing Jay S. Fishman or Ernest J.
Wright as signatory for Robert I. Lipp, Charles O. Prince, III,
Marc P. Weill, Irwin R. Ettinger, and Donald T. DeCarlo.
(Incorporated herein by reference to Exhibit No. 18(c) to
Post-Effective Amendment No. 66 to the Registration
Statement, on Form N-3, File No. 2-27330, filed April 27, 1995.)

27 Financial Data Schedule. To be filed by
amendment
</TABLE>

<PAGE> 1
EXHIBIT 4(A)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT made as of this 1st day of May, 1998,
between Travelers Asset Management International Corporation, a Connecticut
general business corporation (hereinafter "TAMIC") and The Travelers Growth and
Income Stock Account for Variable Annuities (hereinafter "Account GIS"), a
separate account of The Travelers Insurance Company established by authority of
a resolution of The Travelers Insurance Company's Board of Directors on
September 22, 1967, pursuant to Public Act 529 of the 1967 Connecticut General
Assembly.

WITNESSETH:

WHEREAS, Account GIS and TAMIC wish to enter into an agreement setting
forth the terms upon which TAMIC will perform certain services for Account GIS.

NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein contained, the parties hereto agree as follows:

1. Account GIS hereby employees TAMIC to manage the investment and
reinvestment of the assets of Account GIS and to perform the other
services herein set forth, subject to the supervision of the Board of
Managers of Account GIS (hereinafter the "Board") for the period and
on the terms herein set forth. TAMIC hereby accepts such employment
and agrees during such period, at its own expense, to render the
services and to assume the obligations herein set forth for the
compensation herein provided.

2. In carrying out these obligations to manage the investment and
reinvestment of the assets of Account GIS, TAMIC shall:

a. obtain and evaluate pertinent economic, statistical and
financial data and other information relevant to the
investment policy of Account GIS, affecting the economy
generally and individual companies or industries, the
securities of which are included in Account GIS's portfolio or
are under consideration for inclusion therein;

b. be authorized to purchase supplemental research and other
services from brokers at additional cost to Account GIS;

c. regularly furnish to the Board recommendations with respect to
any investment program for approval, modification or rejection
by the Board;

d. take such steps as are necessary to implement the investment
program approved by the Board; and
<PAGE> 2
e. regularly report to the Board with respect to implementation
of the approved investment program and any other activities in
connection with the administration of the assets of Account
GIS.

3. TAMIC may engage a sub-adviser to furnish investment management
information and advice to assist TAMIC in carrying out its
responsibilities under this Agreement.

4. Any investment program undertaken by TAMIC pursuant to this Agreement
and any other activities undertaken by TAMIC on behalf of Account GIS
shall at all times be subject to any directives of the Board or any
duly constituted committee thereof acting pursuant to like authority.

5. For the services rendered hereunder, TAMIC will receive an amount
equivalent on an annual basis to the following:

<TABLE>
<CAPTION>
AGGREGATE
ANNUAL 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.

6. The services of TAMIC to Account GIS hereunder are not to be deemed
exclusive and TAMIC shall be free to render similar services to others
so long as its services hereunder are not impaired or interfered with
thereby.

7. If approved by a vote of a majority of the outstanding voting
securities of Account GIS (as defined in the Investment Company Act of
1940), this Investment Advisory Agreement:

a. may not be terminated by TAMIC, without the prior approval of
a new Investment Advisory Agreement by a vote of a majority of
the outstanding voting securities of Account GIS, and shall be
subject to termination, without the payment of any penalty,
upon sixty days' written notice to the investment adviser, by
the Board of Managers or by a vote of a majority of the
outstanding voting securities of Account GIS;

b. shall not be amended without prior approval of a majority of
the outstanding voting securities of Account GIS;

c. shall automatically terminate upon assignment by either party;
and

d. shall continue in effect for a period of more than two years
from the date of its execution, only so long as such
continuance is specifically approved (i) at least
<PAGE> 3
annually by a vote of a majority of the Board of Managers who
are not parties to, or interested persons of any party to,
such agreement, cast in person at a meeting called for the
purpose of voting on such approval and at which the Board has
been furnished such information as may be reasonably necessary
to evaluate the terms of said agreement, or (ii) by a vote of
a majority of the outstanding voting securities of Account
GIS.

8. This Investment Advisory Agreement is subject to the provisions of the
Investment Company Act of 1940, as amended, and the rules and
regulations of the Securities and Exchange Commission.

IN WITNESS WHEREOF, the parties hereto have caused this Investment
Advisory Agreement to be signed by their respective officials thereunto duly
authorized and seals to be affixed, in the case of TAMIC, as of the day and
year first above written.

THE TRAVELERS GROWTH AND INCOME STOCK
ACCOUNT FOR VARIABLE ANNUITIES

By:
----------------------------------
Chairman, Board of Managers

WITNESS:

- -------------------------------
Secretary, Board of Managers

TRAVELERS ASSET MANAGEMENT
INTERNATIONAL CORPORATION

By:
---------------------------------
President

ATTEST: (Seal)

- -------------------------------
Corporate Secretary

<PAGE> 1
EXHIBIT 4(b)

FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
ENTERED INTO BETWEEN
TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY, INC.
AND
THE TRAVELERS INVESTMENT MANAGEMENT COMPANY

This Investment Sub-Advisory Agreement (the "Agreement") is entered
into as of May 1, 1998, by and between Travelers Asset Management International
Corporation, a corporation duly organized and existing under the laws of the
State of New York ("TAMIC"), and The Travelers Investment Management Company, a
corporation duly organized and existing under the laws of the state of
Connecticut (the "Sub-Adviser").

WHEREAS, TAMIC has entered into an Investment Advisory Agreement dated
May 1, 1998 (the "Investment Advisory Agreement") with The Travelers Growth and
Income Stock Account for Variable Annuities (hereinafter referred to as
"Account GIS"). A copy of such agreement is attached as Exhibit A hereto,
pursuant to which TAMIC provides investment management and advisory services to
Account GIS; and

WHEREAS, the Investment Advisory Agreement provides that TAMIC may
engage a duly organized sub-adviser, to furnish investment information,
services and advice to assist TAMIC in carrying out its responsibilities under
the Investment Advisory Agreement; and

WHEREAS, TAMIC desires to retain Sub-Adviser to render investment
advisory services to TAMIC in the manner and on the terms set forth in this
Agreement, and the Sub-Adviser desires to provide such investment advisory
services.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, TAMIC and Sub-Adviser agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF TAMIC

TAMIC represents and warrants to the Sub-Adviser as follows:

a. TAMIC is registered with the SEC as an investment adviser
under the Advisers Act;

b. TAMIC is registered and licensed as an investment adviser
under the laws of all jurisdictions in which its activities
require it to be so licensed, except in such jurisdictions
where the failure to be so licensed would not have a material
effect on its business;

c. TAMIC is a corporation duly organized and validly existing
under the laws of the State of New York with the power to own
and possess its assets and carry on its business as it is now
being conducted;
<PAGE> 2
d. The execution, delivery and performance by TAMIC of this
Agreement are within TAMIC's powers and have been duly
authorized by all necessary action on the part of its
directors, and no action by or in respect of, or filing with,
any governmental body, agency or official is required on the
part of TAMIC for the execution, delivery and performance of
this Agreement by the parties hereto, and the execution,
delivery and performance of this Agreement by the parties
hereto does not contravene or constitute a default under (i)
any provision of applicable law, rule or regulation, (ii)
TAMIC's Articles of Incorporation or By-Laws, or (iii) any
agreement, judgment, injunction, order, decree or other
instruments binding upon TAMIC;

e. This Agreement is a valid and binding Agreement of TAMIC;

f. TAMIC has provided the Sub-Adviser with a copy of its Form ADV
as most recently filed with the SEC and will, within a
reasonable time after filing any amendment to its Form ADV
with the SEC, furnish a copy of such amendments to the
Sub-Adviser. The information contained in TAMIC's Form ADV is
accurate and complete in all material respects and does not
omit to state any material fact necessary in order to make the
statements made, in light of the circumstances under this they
were made, not misleading;

g. TAMIC acknowledges that it received a copy of the
Sub-Adviser's Form ADV at least 48 hours prior to the
execution of this Agreement and has delivered a copy of the
same to Account GIS; and

2. REPRESENTATIONS AND WARRANTIES OF SUB-ADVISER

The Sub-Adviser hereby represents and warrants to TAMIC that:

a. The Sub-Adviser is registered with the SEC as an investment
adviser under the Advisers Act;

b. The Sub-Adviser is registered or licensed as an investment
adviser under the laws of jurisdictions in which its
activities require it to be so registered or licensed, except
where the failure to be so licensed would not have a material
adverse effect on its business;

c. The Sub-Adviser is a corporation duly organized and validly
existing under the laws of the Connecticut with the power to
own and possess its assets and carry on its business as it is
now being conducted;

d. The execution, delivery and performance by the Sub-Adviser of
this Agreement are within the Sub-Adviser's powers and have
been duly authorized by all necessary action on the part of
its directors, and no action by or in respect of, or filing
with, any governmental body, agency or official is required on
the part of
<PAGE> 3
the Sub-Adviser for the execution, delivery and performance of
this Agreement by the parties hereto, and the execution,
delivery and performance of this Agreement by the parties
hereto does not contravene or constitute a default under (i)
any provision of applicable law, rule or regulation, (ii) the
Sub-Adviser's Articles of Incorporation or By-Laws, or (iii)
any agreement, judgment, injunction, order, decree or other
instruments binding upon the Sub-Adviser;

e. This Agreement is a valid and binding Agreement of the
Sub-Adviser.

f. The Sub-Adviser has provided TAMIC with a copy of its Form ADV
as most recently filed with the SEC and will, promptly after
filing any amendment to its Form ADV with the SEC, furnish a
copy of such amendments to the Sub-Adviser. The information
contained in the Sub-Adviser's form ADV is accurate and
complete in all material respects and does not omit to state
any material fact necessary in order to make the statements
made, in light of the circumstances under which they were
made, not misleading;

g. The Sub-Adviser acknowledges that it received a copy of
TAMIC's Form ADV at least 48 hours prior to the execution of
this Agreement.

3. INVESTMENT DESCRIPTION APPOINTMENT

Account GIS desires to employ its capital by investing and reinvesting
in investments of the kind and in accordance with the investment(s), policies
and limitations specified in the prospectus (the "Prospectus") and the
statement of additional information (the "SAI") filed with the Securities and
Exchange Commission (the "SEC") as part of Account GIS's Registration Statement
on Form N-3, as amended or supplemented from time to time, and in the manner
and to the extent as may from time to time be approved by the Board of Managers
of Account GIS (the "Board"). TAMIC will supply copies of the Prospectus and
the SAI to the Sub-Adviser promptly after Account GIS's Registration Statement
is declared effective. TAMIC agrees promptly to provide copies of all
amendments and supplements to the current Prospectus and the SAI, and copies of
any procedures adopted by the Board applicable to the Sub-Adviser and any
amendments thereto (the "Board Procedures"), to the Sub-Adviser on an on-going
basis. Until TAMIC delivers any such amendment or supplement or Board
Procedures, the Sub-Adviser shall be fully protected in relying on the
Prospectus and SAI and any Board Procedures, if any, as previously furnished to
the Sub-Adviser. In addition, TAMIC shall furnish the Sub-Adviser with a
certified copy of any financial statement or report prepared for Account GIS by
certified or independent public accountants, and with copies of any financial
statements or reports made by Account GIS to contract owners or to any state or
federal regulatory agency. TAMIC shall also inform the Sub-Adviser of the
results of any audits or examinations by regulatory authorities pertaining to
Account GIS. TAMIC further agrees to furnish the Sub-Adviser with any
materials or information that the Sub-Adviser may reasonably request to enable
it to perform its functions under this Agreement.

TAMIC and Account GIS desires to employ and hereby appoint the
Sub-Adviser to act as the sub-investment adviser to Account GIS. Subject to
the terms and conditions of this
<PAGE> 4
Agreement, Sub-Adviser accepts the appointment and agrees to furnish the
services for the compensation and for the term set forth below. Except as
specified herein, the Sub-Adviser agrees that it shall not delegate any
material obligation assumed pursuant to this Agreement to any third party
without first obtaining the written consent of both Account GIG and TAMIC.

4. SERVICES AS SUB-ADVISER

Subject to the supervision, direction and approval of the Board and
TAMIC, the Sub-Adviser shall conduct a continual program of investment,
evaluation and, if appropriate in its view, the sale and reinvestment of
Account GIS's assets. The Sub-Adviser is authorized, in its sole discretion
and without prior consultation with TAMIC, to: (a) obtain and evaluate
pertinent economic, financial, and other information affecting the economy
generally and certain companies as such information relates to securities which
are purchased for or considered for purchase in Account GIS; (b) manage Account
GIS's assets in accordance with Account GIS's investment objective(s) and
policies as stated in the Prospectus and the SAI; (c) make investment decisions
for Account GIS; (d) place purchase and sale orders for portfolio transactions
on behalf of Account GIS and manage otherwise uninvested cash assets of Account
GIS; (e) price such Portfolio securities as TAMIC and Sub-Adviser shall
mutually agree upon from time to time; (f) execute account documentation,
agreements, contracts and other documents as the Sub-Adviser shall be requested
by brokers, dealers, counterparties and other persons in connection with its
management of the assets of Account GIS (in such respect, and only for this
limited purpose, the Sub-Adviser shall act as TAMIC's and Account GIS's agent
and attorney-in-fact); (g) employ professional portfolio managers and
securities analysts who provide research services to Account GIS; and (h)
regularly report to TAMIC and to the Board with respect to its subadvisory
activities. The Sub-Adviser shall execute trades, and in general take such
action as is appropriate to effectively manage Account GIS's investment
practices

In addition, (i) the Sub-Adviser shall furnish TAMIC daily information
concerning portfolio transactions and quarterly and annual reports concerning
transactions and performance of Account GIS in such form as may be mutually
agreed upon, and the Sub-Adviser agrees to review Account GIS and discuss the
management of it with TAMIC and Board as either or both shall from time to time
reasonably request.

(ii) Unless TAMIC gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser shall use its good faith judgment in a manner in
which it reasonably believes best serves the interests of Account GIS's
contract owners to vote or abstain from voting all proxies solicited by or with
respect to the issuers of securities in which assets of Account GIS may be
invested.

(iii) The Sub-Adviser shall maintain and preserve such records
related to Account GIS's transactions as are required under any applicable
state or federal securities law or regulation including: the Investment Company
Act of 1940, as amended (the "1940 Act"), the Securities Exchange Act of 1934,
as amended the "1934 Act"), and the Investment Advisers Act of 1940, as amended
(the "Advisers Act"). TAMIC shall maintain and preserve all books and other
records not related to Account GIS's transactions as required under such rules.
The Sub-Adviser shall timely furnish to TAMIC all information relating to the
Sub-Adviser's services
<PAGE> 5
hereunder reasonably requested by TAMIC to keep and preserve the books and
records of Account GIS. The Sub-Adviser agrees that all records which it
maintains for Account GIS are the property of Account GIS and the Sub-Adviser
will surrender promptly to Account GIS copies of any such records.

(iv) The Sub-Adviser shall maintain compliance procedures for
Account GIS that it reasonably believes are adequate to ensure Account GIS's
compliance with: (i) the 1940 Act and the rules and regulations promulgated
thereunder, and (ii) Account GIS's investment objective(s) and policies as
stated in the Prospectus and SAI. The Sub-Adviser shall notify TAMIC
immediately upon detection of any material breach of such compliance
procedures. The Sub-Adviser shall maintain compliance procedures that it
reasonably believes are adequate to ensure its compliance with the Investment
Advisers Act of 1940.

(v) The Sub-adviser shall maintain a written code of ethics (the
"Code of Ethics") that it reasonably believes complies with the requirements of
Rule 17j-1 under the 1940 Act, a copy of which it will provide to TAMIC or
Trust upon any reasonable request. The Sub-Adviser shall follow such Code of
Ethics in performing its services under this Agreement. Further, the
Sub-Adviser represents that it has policies and procedures regarding the
detection and prevention of the misuse of material, nonpublic information by
the Sub-Adviser and its employees as required by the Insider Trading and
Securities Fraud Enforcement Act of 1988.

(vi) The Sub-Adviser shall manage the investment and reinvestment
of the assets of Account GIS in a manner consistent with the diversification
requirements of Section 817 and Section 851 of the Internal Revenue Code of
1986, as amended (the "IRC"). The Sub-Adviser will also manage the investments
of Account GIS in a manner consistent with any and all investment restrictions
(including diversification requirements) contained in the 1940 Act, any SEC
No-Action Letter or order applicable to the Company, and any applicable state
securities law or regulation.

(vii) The Sub-Adviser shall submit on a quarterly basis to the Board
and TAMIC a written certification detailing any variation from applicable
investment objectives, practices, policies or procedures, or from its Code of
Ethics.

5. BROKERAGE

In selecting brokers or dealers (including, if permitted by applicable
law and appropriate Board Procedures, any broker or dealer affiliated with
either TAMIC or the Sub-Adviser) to execute transactions on behalf of Account
GIS, the Sub-Adviser will seek the best overall terms available. In assessing
the best overall terms available for any transaction, the Sub-Adviser will
consider factors it deems relevant, including, but not limited to, the breadth
and nature of the market in the security, the price of the security, the size
of the order, the timing of the transaction, the difficulty of the transaction,
the reputation, experience, financial condition and execution capability of the
broker or dealer, the quality of the service and the reasonableness of the
commission, if any, for the specific transaction and on a continuing basis. In
selecting brokers or dealers to execute a particular transaction, and in
evaluating the best overall terms available, the Sub-Adviser is authorized to
consider the brokerage and research services (as those terms are
<PAGE> 6
defined in Section 28(e) of the 1934 Act) provided to Account GIS and/or other
accounts over which the Sub-Adviser or its affiliates exercise investment
discretion. Nothing in this paragraph shall be deemed to prohibit the
Sub-Adviser from paying an amount of commission for effecting a securities
transaction in excess of the amount of commission another member of an
exchange, broker, or dealer would have charged for effecting that transaction,
if the Sub-Adviser determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker, or dealer, viewed in terms of either that
particular transaction or its overall responsibilities with respect to Account
GIS and/or other accounts over which the Sub-Adviser or its Affiliate exercise
investment discretion.

To the extent consistent with the applicable law, Sub-Adviser may
aggregate purchase or sell orders for Account GIS with contemporaneous purchase
or sell orders of other clients of Sub-Adviser or its affiliated persons. In
such event, allocation of Securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by Sub-Adviser in the manner
Sub-Adviser considers to be the most equitable and consistent with its
affiliates' fiduciary obligations to Account GIS and to such other clients.
TAMIC hereby acknowledges that such aggregations of orders may not result in a
more favorable or lower brokerage commissions in all instances.

6. INFORMATION AND REPORTS

(a) TAMIC will provide Sub-Adviser with a list, to the best of
TAMIC's knowledge, of all affiliated persons of TAMIC (and any
affiliated person of such an affiliated person) and will
promptly update the list whenever TAMIC becomes aware of any
additional affiliated persons.

(b) The Sub-Adviser will maintain books and records relating to
its management of Account GIS under its customary procedures
and in compliance with applicable regulations under the 1940
Act and the Advisers Act. Sub-Adviser will permit TAMIC to
inspect such books and records at all reasonable times during
normal business hours, upon reasonable notice. Sub-Adviser
agrees that all records which it maintains for Account GIS are
the property of Account GIS and Sub-Adviser will surrender
promptly to Account GIS copies of any such records upon
request by Account GIS or TAMIC.

(c) Prior to each Board meeting, Sub-Adviser will provide TAMIC
and the Board with reports regarding its management of Account
GIS during the interim period, in such form as may be mutually
agreed upon by Sub-Adviser and TAMIC. Sub-Adviser will also
provide TAMIC with any information regarding its management of
Account GIS required for any Board Meeting, any contract owner
report, amended registration statement or prospectus
supplement filed by Account GIS with the SEC. Sub-Adviser
will submit on a quarterly basis to the Board and TAMIC a
written certification detailing any variation from applicable
investment policies or procedure, or from its Code of Ethics.
<PAGE> 7
7. COMPENSATION

In consideration of the services rendered pursuant to this Agreement,
TAMIC will pay the Sub-Adviser an annual fee calculated on 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. The Sub-Adviser shall have
no right to obtain compensation directly from Account GIS for services provided
hereunder and agrees to look solely to TAMIC for payment of fees due. The fee
for the period from the Effective Date (defined below) of the Agreement to the
end of the month during which the Effective Date occurs shall be prorated
according to the proportion that such period bears to the full monthly period.
Upon any termination of this Agreement before the end of a month, the fee for
such part of that month shall be prorated according to the proportion that such
period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to
the Sub-Adviser, the value of Account GIS's net assets shall be computed at the
times and in the manner specified in the Prospectus and/or the SAI.

8. EXPENSES

The Sub-Adviser shall bear all expenses in connection with the
performance it its services under this Agreement. In no event will the
Sub-Adviser bear brokerage costs, custodian fees, auditors fees or other
expenses to be borne by Account GIS. Account GIS will bear certain other
expenses to be incurred in its operation, including but not limited to, (i)
interest and taxes; (ii) brokerage commissions and other costs in connection
with the purchase or sale of securities and other investment instruments; (iii)
fees and expenses of Account GIS's trustees other than those who are
"interested persons" of Account GIS, TAMIC, the Sub-Adviser; (iv) legal and
audit expenses; (v) custodian, registrar and transfer agent fees and expenses;
(vi) fees and expenses related to the registration and qualification of Account
GIS' shares for distribution under state and federal securities laws; (vii)
expenses of printing and mailing reports and notices and proxy material to
contract owners of Account GIS; (viii) all other expenses incidental to holding
meetings of Account GIS's contract owners, including proxy solicitations
therefor; (ix) insurance premiums for fidelity bond and other coverage; (x)
investment management fees; (xi) expenses of typesetting for printing
prospectuses and statements of additional information and supplements thereto;
(xii) expense of printing and mailing prospectuses and statements of additional
information and supplements thereto; and (xiii) such non-recurring or
extraordinary expenses as may arise, including those relating to actions, suits
or proceedings to which Account GIS is a party and legal obligations that
Account GIS may have to indemnify Account GIS's trustees, officers and/or
employees or agents with respect thereto. Account GIS shall assume all
<PAGE> 8
other expenses not specifically assumed by the Sub-Adviser or by TAMIC under
the Investment Advisory Agreement entered into between TAMIC and Account GIS.

9. STANDARD OF CARE

The Sub-Adviser shall exercise reasonable care in a manner consistent
with applicable federal and state laws and regulations in rendering the
services it agrees to provide under this Agreement. Neither the Sub-Adviser
nor its officers, directors, employees, agents, affiliated person, legal
representatives or persons controlled by it (collectively, the "Related
Persons") shall be liable for or subject to any damages, expenses, or losses in
connection with any error of judgment or mistake of law or for any loss
suffered by Account GIS or TAMIC or any contract owner, director, trustee or
officer thereof, in connection with the matters to which this Agreement
relates, provided that nothing in this Agreement shall be deemed to protect or
purport to protect the Sub-Adviser against any liability to TAMIC, Account GIS
or to the contract owners of Account GIS to which the Sub-Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or by reason of the
Sub-Adviser's disregard of its obligations and duties under this Agreement.

10. LIMITATION OF LIABILITY

Except as may otherwise be provided by the 1940 Act or federal
securities laws, neither TAMIC or Sub-Adviser, nor any of their officers,
directors, employees or agent, shall be subject to any liability or subject to
any damages, expenses, or losses in connection with any error of judgment,
mistake of law, or any loss to each other or Account GIS arising out of any
investment or other act or omission in the course of, connected with, or
arising out of any services to be rendered under this Agreement, except by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under this Agreement. TAMIC shall hold harmless and indemnify
Sub-Adviser against any loss, liability, claim, cost, damage or expense
(including reasonable investigation and defense costs and reasonable attorneys
fees and costs) arising by reason of any matter to which this Agreement relates
unless the Sub-Adviser is negligent in the performance of its duties or it has
reckless disregard of its obligations and duties under this Agreement. The
Sub-Adviser shall hold harmless Account GIS and TAMIC for any loss, liability,
cost, damage, or expenses arising from any claim resulting from the
Sub-Adviser's negligence in connection with the performance of its duties or
the reckless disregard of its obligations and duties under this Agreement.

Promptly after receipt by a party seeking to be indemnified under this
Section 10 (the "Indemnified Party") of notice of the commencement of any
action, the Indemnified Party shall, if a claim in respect thereof is to be
made against a party against whom Indemnification is sought under this Section
10 (the "Indemnifying Party"), notify the Indemnifying Party in writing of the
commencement thereof; but the omission to notify the Indemnifying Party shall
not relieve the Indemnifying Party from any liability which it may have to any
Indemnified Party otherwise than under the provisions hereof, and shall relieve
it from liability hereunder only to the extent that such omission results in
the forfeiture by the Indemnifying Party of rights or defenses with respect to
such action.
<PAGE> 9
In any action or proceeding, following provision of proper notice by
the Indemnified Party of the existence of such action, the Indemnifying Party
shall be entitled to participate in any such action and, to the extent that it
shall wish, participate jointly with any other Indemnifying Party similarly
notified, to assume the defense thereof, with counsel of its choice (unless any
conflict of interest requires the appointment of separate counsel), and after
notice from the Indemnifying Party to such Indemnified Party of its election to
assume the defense of the action, the Indemnifying Party shall not be liable to
such Indemnified Party hereunder for any legal expense of the other counsel
subsequently incurred without the Indemnifying Party's consent by such
Indemnified Party in connection with the defense thereof. The Indemnified
Party shall cooperate in the defense or settlement of claims so assumed. The
Indemnifying Party shall not be liable hereunder for the settlement by the
Indemnified Party for any claim or demand unless it has previously approved the
settlement or it has been notified of such claim or demand and has failed to
provide a defense in accordance with the provisions hereof. In the event that
any proceeding against the Indemnified Party shall be commenced by the
Indemnified Party in connection with this Agreement, or the transactions
contemplated hereunder, and such proceedings shall be finally determined by a
court of competent jurisdiction in favor of the Indemnifying Party, the
Indemnified Party shall be liable to the Indemnifying Party for any reasonable
attorney's fees and court costs relating to such proceedings.

The indemnifications provided in this Section 10 shall survive the
termination of this Agreement.

11. TERM OF AGREEMENT

This Agreement shall become effective May 1, 1998, (the "Effective
Date") and shall continue for an initial two-year term and shall continue
thereafter so long as such continuance is specifically approved at least
annually as required by the 1940 Act. This Agreement is terminable, without
penalty, on 60 days' written notice, by the Board or by vote of holders of a
majority (as defined in the 1940 Act and the rules thereunder) of the
outstanding voting securities of Account GIS, or upon 60 days' written notice,
by the Sub-Adviser. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules thereunder).

If the Board of Managers fails to approve the Agreement or any
continuance of the Agreement, Sub-Adviser will continue to act as investment
sub-adviser with respect to Account GIS pending the required approval of the
Agreement or its continuance or of any contract with Sub-Adviser or a different
adviser or subadviser or other definitive action, provided that the
compensation received by Sub-Adviser during such period is in compliance with
Rule 15a-4 under the Investment Company Act.

12. SERVICES TO OTHER COMPANIES OR ACCOUNTS

TAMIC understands that the Sub-Adviser and its affiliates act, will
continue to act and may act in the future as investment manager or adviser to
fiduciary and other managed accounts, as an investment manager or adviser to
other investment companies, including any offshore entities, or accounts.
TAMIC has no objection to the Sub-Adviser and its affiliates so acting,
<PAGE> 10
provided that whenever Account GIS and one or more other investment companies
or accounts managed or advised by the Sub-Adviser and its affiliates have
available funds for investment, investments suitable and appropriate for each
will be allocated in accordance with a formula believed to be equitable to each
company and account. TAMIC recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for Account GIS. In
addition, TAMIC understands that the persons employed by the Sub-Adviser to
assist in the performance of the Sub-Adviser's duties under this Agreement will
not devote their full time to such service and nothing contained in this
Agreement shall be deemed to limit or restrict the right of the Sub-Adviser or
any affiliate of the Sub-Adviser to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature. This
Agreement shall not in any way limit or restrict Sub-Adviser or any of its
directors, officers, employees, or agents from buying, selling or trading any
securities or other investment instruments for its or their own account or for
the account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance by
Sub-Adviser of its duties and obligations under this Agreement.

13. COOPERATION WITH REGULATORY AUTHORITIES OR OTHER ACTIONS

The parties to this Agreement each agree to cooperate in a reasonable
manner with each other in the event that any of them should become involved in
a legal, administrative, judicial or regulatory action, claim, or suit as a
result of performing its obligations under this Agreement.

14. COMPLIANCE WITH APPLICABLE LAW

The Subadviser agrees to conduct itself in a manner consistent with applicable
laws and regulations, including but not limited to Sections 2a-7, 5(b), 12, 17,
18, and 36 of the 1940 Act. The Subadviser shall ensure that its activities
are conducted in a manner consistent with a Code of Ethics maintained pursuant
to Section 17j-1 of the 1940 Act. The Subadviser also agrees that it shall
conduct its activities in a manner consistent with any No-Action Letter, order
or rule promulgated by the SEC applicable to Account GIS.

15. MISCELLANEOUS

This Agreement may be signed in one or more counterpart.

Each party to this Agreement represents and warrants that it is
validly existing and taken all necessary action to obtain the requisite
authority to enter into this Agreement and to perform the duties contemplated
herein.

This Agreement shall be governed by the laws of the State of
Connecticut.

Each party agrees to comply with all applicable reporting requirements
pursuant to state and federal laws and regulations.

All representations and warranties made by the Sub-Adviser and TAMIC
herein shall survive for the duration of this Agreement and the parties hereto
shall immediately notify, but in
<PAGE> 11
no event later than five (5) days, each other in writing upon becoming aware
that any of the foregoing representations and warranties are no longer true.

IN WITNESS WHEREOF, the parties hereto have caused this Investment
Sub-Advisory Agreement to be signed by their respective officials thereunto
duly authorized as of the day and year first above written.

Travelers Asset Management International Corporation

By:
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Its:
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The Travelers Investment Management Company

By:
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Its:
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