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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE TRAVELERS LIFE AND ANNUITY COMPANY
and
THE TRAVELERS INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

CONNECTICUT
(State or other jurisdiction of incorporation or organization)

I.R.S. Employer Identification Number: 06-0904249
I.R.S. Employer Identification Number: 06-0555090

One Tower Square, Hartford, Connecticut 06183 (203) 277-0111

(Address, including Zip Code, and Telephone Number, including Area
Code,of Registrant's Principal Executive Offices)

Ernest J. Wright
The Travelers Life and Annuity Company
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
(203) 277-4345
(Name, Address, including Zip Code, and Telephone number,
including Area Code of Agent for Service)

Approximate date of commencement of proposed sale to the public:
The annuities covered by this registration statement are to be
issued from time to time after the effective date of this
registration statement.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 check the following box.
X
- ---------

If the Registrant elects to deliver its latest Annual Report to
security-holders, or a complete and legible facsimile thereof,
pursuant to Item 11(a)(1) of this Form, check the following box.

- ---------

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
__________________________________________________________________

Title of Each Class of Proposed
Securities to be Amount to be Proposed Maximum Maximum Aggregate Amount of
Registered Registered Offering Price Per Unit Offering Price* Registration Fee

Modified Guaranteed Not Applicable* Not Applicable* $100,000,000* $34,482.76*
Annuity Contracts

Limited Guarantee Not Applicable* Not Applicable* **

* The maximum aggregate offering price is estimated solely for
the purpose of determining the registration fee. The amount being
registered and the proposed maximum offering price per unit are
not applicable in that these contracts are not issued in
predetermined amounts or units.
** No separate fee is required for the Limited Guarantee, under
Rule 457(n) of the Securities Act of 1933.

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

PART I

INFORMATION REQUIRED IN PROSPECTUS

THE TRAVELERS LIFE AND ANNUITY COMPANY
THE TRAVELERS INSURANCE COMPANY

Cross Reference Sheet Pursuant to Regulation S-K, Item 501(b)

Item
No. Form S-2 Caption Heading in Prospectus

1. Forepart of the Registration Outside Front Cover Page of Registration
Statement and Outside Front Statement and Prospectus
Cover Page of Prospectus

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

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

4. Use of Proceeds Investments by the Company

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Distribution of the Contract

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

10. Interests of Named Experts Not Applicable
and Counsel

11. Information with Respect to Outside Front Cover Page; Incorporated
the Registrant by Reference to Form 10-K; Description of
The Travelers Life and Annuity Company

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

13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities

PROSPECTUS

THE TRAVELERS LIFE AND ANNUITY COMPANY
THE TRAVELERS INSURANCE COMPANY
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
TTM
TRAVELERS TARGET MATURITY
MODIFIED GUARANTEED ANNUITY CONTRACT

This Prospectus describes $100 million in participating
interests in individual and group deferred annuity contracts
issued by The Travelers Life and Annuity Company (the"Company").
They are designed to offer retirement programs to eligible individuals.
With respect to the group Contract, eligible individuals include persons
who have established accounts with certain broker-dealers that have
entered into a participation agreement to offer interests in
the Contract, and members of other eligible groups.
(See"Distribution of the Contracts," page 10.) An individual
deferred annuity contract is offered in certain states and through
certain trusts. Certain Qualified Plans may also purchase the
Contract. (See Appendix A.)

Participation by an individual in a group Contract will be
separately accounted for by the issuance of a certificate
evidencing the individual's interest under the Contract.
Participation in an individual Contract is evidenced by the
issuance of an individual annuity Contract. A group
Contract will be issued under certain circumstances. (See
Appendix A.) The certificate, group and individual annuity
Contract are hereafter collectively referred to as the "Contract."

A minimum single Purchase Payment of at least $5,000 must
accompany the application or purchase order for a Contract.
Prior approval by the Company is necessary for Purchase
Payments in excess of $1,000,000. No additional payments
are permitted to be made under a Contract, although eligible
individuals may purchase more than one Contract. (See "Description
of the Contracts--Application and Purchase Payment," page 2.)

Purchase Payments become part of the general assets of the
Company. The Company intends generally to invest funds
received in relation to the Contracts in fixed income
securities, including public and privately placed bonds, and
mortgages. (See "Investments by the Company," page 9.)

The Travelers Insurance Company ("Travelers
Insurance") has entered into an agreement, a Limited
Guarantee, with the Company whereby Travelers Insurance has
agreed to guarantee the Contracts described in this
Prospectus as to principal and interest. (See "Limited
Guarantee," page 15.)

UPON A SUBSEQUENT GUARANTEE PERIOD, THE GUARANTEED INTEREST
RATE WILL BE DECLARED BY THE COMPANY BASED ON VARIOUS
FACTORS. IT MAY BE HIGHER OR LOWER THAN THE PREVIOUS
GUARANTEED INTEREST RATE. (See "Guarantee Periods,"
page 2) and "Establishment of Guaranteed Interest Rates," page 4.)

THIS PROSPECTUS IS ACCOMPANIED BY A COPY OF THE TRAVELERS
INSURANCE COMPANY LATEST ANNUAL REPORT ON FORM 10-K, WHICH
CONTAINS ADDITIONAL INFORMATION ABOUT THE TRAVELERS
INSURANCE COMPANY.

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.

MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS ARE NOT
DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY ANY BANK, NOR
ARE THEY 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 __________________.

TABLE OF CONTENTS

GLOSSARY OF SPECIAL TERMS GLOSSARY - 1

PROSPECTUS SUMMARY SUMMARY - 1

THE INSURANCE COMPANY 1

AVAILABLE INFORMATION 1

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 1

DESCRIPTION OF THE CONTRACTS 2

Application and Purchase Payment 2

Right to Cancel 2

ACCUMULATION PERIOD 2

Guarantee Periods 2

ESTABLISHMENT OF GUARANTEED INTEREST RATES 4

SURRENDERS 4

General 4

Surrender Charge 4

Market Value Adjustment 5

Special Surrenders 5

Waiver of Surrender Charge 5

Reduction or Elimination of Surrender Charges 6

Guarantee Period Exchange Option 6

Premium Taxes 6

DEATH BENEFIT 6

PAYMENT UPON FULL OR PARTIAL SURRENDER 7

ANNUITY PERIOD 7

Election of Annuity Commencement Date and Form of Annuity 7

Change of Annuity Commencement Date or Annuity Option 7

Annuity Options 8

Annuity Payment 8

Death of Annuitant After Annuity Commencement Date 9

INVESTMENTS BY THE COMPANY 9

AMENDMENT OF THE CONTRACT 9

ASSIGNMENT OF THE CONTRACT 9

DISTRIBUTION OF THE CONTRACTS 10

FEDERAL TAX CONSIDERATIONS 10

General 10

Section 403(b) Plans and Arrangements 10

Qualified Pension and Profit-Sharing Plans 11

Individual Retirement Annuities 11

Section 457 Plans 11

Nonqualified Annuities 12

Federal Income Tax Withholding 12

Tax Advice 13

LEGAL OPINION 14

INDEPENDENT ACCOUNTANTS 14

THE TRAVELERS LIFE AND ANNUITY COMPANY 14

Business 14

Selected Financial Data 14

LIMITED GUARANTEE 15

APPENDIX A 16

Modified Guaranteed Annuity for Qualified Plans 16

APPENDIX B 17

GLOSSARY OF SPECIAL TERMS
In this Prospectus the following terms have the indicated
meanings:

ACCOUNT VALUE -- The Purchase Payment plus all interest earned,
minus all surrenders, surrender charges and applicable
premium taxes previously deducted.
ANNUITANT -- The person upon whose life the Contract is
issued.
ANNUITY COMMENCEMENT DATE -- The date on which annuity payments
are to start. The date may be designated in the Contract or
elected by the Owner.
BENEFICIARY -- The person entitled to receive benefits
pursuant to the terms of the Contract in case of the death
of the Annuitant or the Owner, or joint Owner, as
applicable.
CASH SURRENDER VALUE -- The Cash Value less surrender charges and
any applicable premium tax.
CASH VALUE -- The Account Value at the end of a Guarantee
Period or the Market Adjusted Value before the end of a
Guarantee Period.
COMPANY (WE, US, OUR) -- The Travelers Life and Annuity Company.
CONTINGENT ANNUITANT -- The person named prior to the Contract
Date by the Owner who, upon the Annuitant's death (prior to the
Annuity Commencement Date) becomes the Annuitant. All
rights and benefits provided by the Contract then continue
to be in effect. Applicable to non-tax qualified Contracts
only.
CONTRACT -- For a group Contract, the certificate
evidencing a participating interest in the group annuity
Contract. Any reference in this Prospectus to Contract
includes the underlying group annuity Contract. For an
individual Contract, the individual annuity Contract.
CONTRACT DATE -- The effective date of participation under the
group annuity Contract as designated in the certificate, or
the date of issue of an individual annuity Contract.
CONTRACT YEAR -- A continuous twelve-month period commencing on
the Contract Date and each anniversary thereof.
GUARANTEE PERIOD -- The period for which either an initial or
subsequent Guaranteed Interest Rate is credited.
GUARANTEED INTEREST RATE -- The annual effective interest rate
credited during the Guarantee Period.
HOME OFFICE -- The principal executive offices of The
Travelers Life and Annuity Company located at One Tower
Square, Hartford, Connecticut 06183 (Attention: Annuity
Services).
MARKET VALUE ADJUSTMENT -- The Market Value Adjustment reflects
the relationship, at the time of surrender, between the
then-current Guaranteed Interest Rate for a Guarantee Period
equal to the duration left in your Guarantee Period, and the
Guaranteed Interest Rate that applies to your Contract.
MATURITY VALUE -- The accumulated value of a Purchase Payment at
the Guaranteed Interest Rate at the end of the Guarantee
Period selected, minus all surrenders, surrender charges and
premium taxes previously deducted.
OWNER (YOU, YOURS) -- For an individual Contract, the person or
entity to whom the individual Contract is issued. Joint
Owners, who share in ownership rights and any benefits or
payments, may be named in non-tax qualified Contracts. For a
group Contract, the person or entity to whom the certificate
under a group annuity Contract is issued.
PURCHASE PAYMENT -- The premium payment applied to the Contract
less premium taxes if applicable.

PROSPECTUS SUMMARY

The Travelers Life and Annuity Company ("Company"),
an indirect wholly owned subsidiary of The Travelers Inc.,
is offering individual and group modified guaranteed annuity
contracts to eligible individuals.

Upon application or purchase order, you select an initial
Guarantee Period from among those available from the
Company. Interest on the Purchase Payment is credited on a
daily basis and this compounding effect is reflected in the
Guaranteed Interest Rate. (See "Accumulation
Period--Guarantee Periods," page 2 and "Establishment of Guaranteed
Interest Rates," page 4.)

At the end of each Guarantee Period, a subsequent Guarantee
Period of one year will begin unless, within the thirty-day
period prior to the end of the Guarantee Period, you elect a
different duration from among those offered by us at that
time.

The Account Value as of the first day of each subsequent
Guarantee Period will earn interest at the subsequent
Guaranteed Interest Rate. THE COMPANY WILL MAKE THE FINAL
DETERMINATION AS TO GUARANTEED INTEREST RATES TO BE
DECLARED. WE CANNOT PREDICT NOR CAN WE GUARANTEE FUTURE
GUARANTEED INTEREST RATES. (See "Accumulation
Period--Guarantee Periods," page 2 and
"Establishment of Guaranteed Interest Rates," page 4.)

Subject to certain restrictions, full and partial surrenders
are permitted. However, such surrenders may be subject to a
surrender charge and/or a Market Value Adjustment. A full
or partial surrender made prior to the end of a Guarantee
Period will be subject to a Market Value Adjustment. Except
as described below, the surrender charge will be deducted
from any surrender made before the end of the seventh
Contract Year. The surrender charge will be equal to seven
percent of the amount surrendered in the first Contract
Year, and will be reduced by one percentage point for each
of the next six Contract Years. A REQUEST FOR SURRENDER AT
THE END OF A GUARANTEE PERIOD MUST BE RECEIVED IN WRITING
WITHIN 30 DAYS PRECEDING THE END OF THE GUARANTEE PERIOD. A
MARKET VALUE ADJUSTMENT WILL NOT BE APPLIED.

No surrender charge will apply for full or partial
surrenders taken: (1) at the end of an initial Guarantee
Period of at least three years, or (2) at the end of any
other Guarantee Period provided the surrender occurs on or
after the fifth Contract Year. We will waive surrender
charges in certain instances. (See "Surrenders--Waiver of
Surrender Charge," page 5.) For Section 403(b) or other qualified
plan participants, surrenders may be subject to
restrictions. (See "Federal Tax Considerations," page 10.)

In addition, we will send you any interest that has been
credited during the prior Contract Year if you so request in
writing. No surrender charge or Market Value Adjustment
will be imposed on such interest payments; however, all
applicable premium taxes will be deducted. Any such
surrender may also be subject to federal and state taxes.
(See "Surrenders," page 4 and "Federal Tax Considerations," page
10.)

The Market Value Adjustment reflects the relationship
between the then current Guaranteed Interest Rate for the
duration remaining in the Guarantee Period at the time of
surrender and the Guaranteed Interest Rate that applies to
your Contract. Generally, the primary factor affecting the
amount of the Market Value Adjustment is the level of
interest rates on investments to be made by the Company at
the time that the current Guaranteed Interest Rates are
established. The Market Value Adjustment is sensitive,
therefore, to changes in interest rates. It is possible
that the amount you receive upon surrender may be less than
your original Purchase Payment if interest rates increase.
It is also possible that if interest rates decrease, the
amount you receive upon surrender may be more than your
original Purchase Payment plus accrued interest.

We may defer payment of any surrender for a period not
exceeding six months from the date of our receipt of your
written notice of surrender or the period permitted by state
insurance law, if less, but such a deferral of payment will
be for a period greater than thirty days only under highly
unusual circumstances. Interest of at least 3 1/2% per
annum will be paid on any amounts deferred for more than 30
days if the Company chooses to exercise this deferral right.
(See "Payment Upon Full or Partial Surrender," page 7.)

On the Annuity Commencement Date specified by you, the
Company will make either a lump-sum payment or start to pay
a series of payments based on the Annuity Options you
select. (See "Annuity Period," page 7.)

The Contract provides for a death benefit. If the Annuitant
dies before the Annuity Commencement Date and there is no
designated Contingent Annuitant surviving, or if the Owner
dies before the Annuity Commencement Date with the Annuitant
surviving, the death benefit will be payable to the
Beneficiary. For Contracts that are not tax-qualified, the
party receiving distributions upon the death of the Owner
before the Annuity Commencement Date with the Annuitant
surviving may be either the surviving joint Owner or the
Beneficiary depending upon all the circumstances and terms
of the Contract. The death benefit is calculated as of the
date we receive written notification of due proof of death
at the Company's Home Office. The death benefit will equal
the Account Value. (See "Death Benefit," page 6.)

On any Contract subject to premium tax, the Company will
deduct any applicable premium taxes from the Cash Value
either upon death, surrender, annuitization, or at the time
the Purchase Payment is made to the Contract. (See
"Surrenders--Premium Taxes," page 6.)

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

THE INSURANCE COMPANY

The Travelers Life and Annuity Company (the
"Company") is a wholly owned subsidiary of The
Travelers Insurance Company, which is indirectly owned,
through a wholly owned subsidiary, by The Travelers Inc.
The Company is a stock insurance company chartered in 1973
in the State of Connecticut and has been continuously
engaged in the insurance business since that time. The
Company is licensed to conduct a life insurance business in
a majority of the states of the United States, and intends
to seek licensure in the remaining states, except New York.
The principal executive offices of both the Company and
Travelers Insurance are located at One Tower Square,
Hartford, Connecticut 06183, telephone number (203)
277-0111.

AVAILABLE INFORMATION

Travelers Insurance is subject to the informational
requirements of the Securities Exchange Act of 1934 (the
"1934 Act"), as amended, and in accordance therewith
files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such
reports and other information can be inspected and copied at
the public reference facilities of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. and at the
Commission's Regional Offices located at Seven World Trade
Center, New York, New York 10048, and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can also be
obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.

Under the Securities Act of 1933, the Company and Travelers
Insurance have filed with the Commission a registration
statement (the "Registration Statement") relating to
the Contracts offered by this Prospectus and the related
Limited Guarantee. This Prospectus has been filed as a part
of the Registration Statement and does not contain all of
the information set forth in the Registration Statement and
the exhibits, and reference is hereby made to such
Registration Statement and exhibits for further information
relating to the Company, Travelers Insurance and the
Contracts and related Limited Guarantee. The Registration
Statement and the exhibits may be inspected and copied as
described above. Neither the Company nor Travelers
Insurance plans to furnish annual reports containing
financial information to the owners of contracts or
certificates described in this Prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K for the year ended December
31, 1994 and the Current Report on Form 8-K dated January 3,
1995, heretofore filed by Travelers Insurance with the Commission
under the 1934 Act, are incorporated by reference in this
Prospectus and the 10-K must accompany this Prospectus.

If requested, the Company will furnish, without charge, to
each person to whom a copy of this Prospectus is delivered,
a copy of any of the documents referred to above which has
been incorporated by reference in the Prospectus, other than
exhibits to any such document (unless such exhibits are
specifically incorporated by reference in such document).
Any such requests should be directed to The Travelers Life
and Annuity Company, One Tower Square, Hartford, Connecticut
06183-5030, Attention: Annuity Services. The telephone
number is (203) 277-0111.

DESCRIPTION OF THE CONTRACTS

APPLICATION AND PURCHASE PAYMENT

To apply for a Contract, you must complete an application
form or an order to purchase. The application must be
submitted to the Company's Home Office for approval. Your
Purchase Payment must accompany the application or order to
purchase in order for the Contract to become effective.

The minimum Purchase Payment is $5,000. The Company retains
the right to limit the amount of the maximum Purchase
Payment to $1,000,000 without prior approval.

On the date we receive your Purchase Payment, it becomes
part of our general assets and is credited to an account we
establish for you. We then issue a Contract and confirm the
Purchase Payment in writing. You may not contribute
additional Purchase Payments to the Contract in the future.
You may, however, purchase additional Contracts at the
then-effective interest rates.

In the event that your application or order to purchase is
not properly completed, we will attempt to contact your
agent or broker by telephone. We will return an improperly
completed application, along with the corresponding Purchase
Payment, within ten days after we receive it, if the
application or order to purchase has not been properly
completed by that time.

RIGHT TO CANCEL

State law may afford the right to cancel a Contract for a
certain period of time after receipt of the Contract and may
allow a refund of the Purchase Payment.

ACCUMULATION PERIOD

GUARANTEE PERIODS

Upon application, you will select the duration of the
Guarantee Period and corresponding Guaranteed Interest Rate
from among those offered by us. Your Purchase Payment will
earn interest at the Guaranteed Interest Rate during the
entire Guarantee Period. All interest earned will be
credited daily; this compounding effect is reflected in the
Guaranteed Interest Rate.

The following example is an illustration of how interest
will be credited to your Account Value during each Guarantee
Period. For the purpose of this example we have made the
assumptions indicated.

NOTE: THE FOLLOWING EXAMPLE ASSUMES NO
SURRENDERS, DEDUCTIONS FOR PREMIUM TAXES, OR PRE-AUTHORIZED
PAYMENT OF INTEREST DURING THE ENTIRE FIVE-YEAR PERIOD. A
MARKET VALUE ADJUSTMENT OR SURRENDER CHARGE MAY APPLY TO ANY
SUCH INTERIM SURRENDER (SEE "SURRENDERS," PAGE 4). THE
HYPOTHETICAL GUARANTEED INTEREST RATES ARE ILLUSTRATIVE ONLY AND
ARE NOT INTENDED TO PREDICT FUTURE GUARANTEED INTEREST RATES TO BE
DECLARED UNDER THE CONTRACT. ACTUAL GUARANTEED INTEREST RATES
DECLARED FOR ANY GIVEN TIME MAY BE MORE OR LESS THAN THOSE SHOWN.

EXAMPLE OF COMPOUNDING AT THE GUARANTEED INTEREST RATE
Beginning Account Value: $50,000
Guarantee Period: 5 years
Guarantee Interest Rate: 5.50% per annum

End of Contract Year
- ---------------------------------------------------------------------------------------------
Year 1 Year 2 Year 3 Year 4 Year 5
- ---------------------------------------------------------------------------------------------

Beginning Account Value $50,000.00
X (1 + Guaranteed Interest Rate) 1.055
----------
$52,750.00
----------
----------
Account Value at end
of Contract Year 1 $52,750.00
X (1 + Guaranteed Interest Rate) 1.055
----------
$55,651.25
----------
----------
Account Value at end
of Contract Year 2 $55,651.25
X (1 + Guaranteed Interest Rate) 1.055
----------
$58,712.07
----------
----------
Account Value at end
of Contract Year 3 $58,712.07
X (1 + Guaranteed Interest Rate) 1.055
----------
$61,941.23
----------
----------
Account Value at end
of Contract Year 4 $61,941.23
X (1 + Guaranteed Interest Rate) 1.055
----------
$65,348.00
----------
----------
Account Value at end of Guarantee Period
(i.e. Maturity Value) $65,348.00
----------
----------
Total Interest Credited in Guarantee Period -- $65,348.00 - 50,000.00 = $15,348.00
Account Value at end of Guarantee Period -- $50,000.00 + 15,348.00 = $65,348.00

At the end of any Guarantee Period, a subsequent Guarantee
Period will begin. The Account Value at the beginning of
any subsequent Guarantee Period will equal the Account Value
at the end of the Guarantee Period just ending. This
Account Value will earn interest at the subsequent
Guaranteed Interest Rate. We will notify you in writing
about selecting a subsequent Guarantee Period before
maturity. This written notification will not specify the
then current Guaranteed Interest Rates. You may elect,
during the 30-day period before the end of the then-current
Guarantee Period, a Guarantee Period of a duration available
at that time. The election may be made by notifying us in
writing or by telephone.

If no election is made, we will automatically transfer the
Account Value into a one-year Guarantee Period. At any time
during that year, you may elect to transfer from your
current automatic one-year Guarantee Period into another
Guarantee Period of a different duration. No Market Value
Adjustment, transfer or surrender charge will be applied.
Surrender charges will continue to be based on time elapsed
from the original Contract Date.

In no event may subsequent Guarantee Periods extend beyond
the Annuity Commencement Date then in effect. For example,
if you are age 72 upon the expiration of a Guarantee Period
and you have chosen age 75 as an Annuity Commencement Date,
we will provide a three-year Guarantee Period to equal the
number of years remaining before your Annuity Commencement
Date. Your Account Value will then earn interest at a
Guaranteed Interest Rate that we have declared for that
duration.

We will notify you of any subsequent Guaranteed Interest
Rate applicable to your Contract. You may also contact us
to inquire about subsequent Guaranteed Interest Rates.

ESTABLISHMENT OF GUARANTEED INTEREST RATES

You will know the Guaranteed Interest Rate for the Guarantee
Period you choose at the time you purchase your Contract,
and we will send you a confirmation that will show the
amount of your Purchase Payment and the applicable
Guaranteed Interest Rate. After the end of each calendar
year, we will send you a statement that will show (a) your
Account Value as of the end of the preceding year, (b) all
transactions regarding your Contract during the year, (c)
your Account Value at the end of the current year, and (d)
the Guaranteed Interest Rate being credited to your
Contract.

The Company has no specific formula for determining
Guaranteed Interest Rates in the future. The Guaranteed
Interest Rates will be declared from time to time as market
conditions dictate. (See "Investments by the
Company," page 9.) In addition, the
Company may also consider various other factors in
determining Guaranteed Interest Rates for a given period,
including regulatory and tax requirements, sales
commissions, administrative expenses, general economic
trends and competitive factors.

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

SURRENDERS

GENERAL

The Company will permit full and partial surrenders of the
Contract at any time, subject to surrender charges described
below. In the case of all surrenders, the Cash Value and
Maturity Value will be reduced.

Upon request, the Company will inform you of the amount
payable upon a full or partial surrender. Any full, partial
or special surrender may be subject to tax. (See
"Federal Tax Considerations," page 10.)

For Participants in Section 403(b) tax-deferred annuity
plans, a cash surrender may not be made from certain amounts
prior to the earliest of age 59 1/2>, separation from
service, death, disability or hardship. (See "Federal
Tax Considerations--Section 403(b) Plans and
Arrangements," page 10.)

SURRENDER CHARGE

There are no sales charges deducted from a Purchase Payment
when it is received. However, a surrender charge may be
assessed on surrenders made before the end of the seventh
Contract Year. The surrender charge is computed as a
percentage of the Cash Value (or portion thereof) being
surrendered. The chart below indicates the percentage
charge applied during the specified Contract Year:

Contract Year Charges as a Percentage of
in which Surrender is made Cash Value
-------------------------- --------------------------
1 7%
2 6%
3 5%
4 4%
5 3%
6 2%
7 1%
Thereafter 0%

No surrender charge will be made for surrender dates after
Contract Year 7 or certain surrenders effective at the end
of a Guarantee Period. (See "Special Surrenders,"
below.)

MARKET VALUE ADJUSTMENT

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

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

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

For example, assume you purchase a Contract and select an
initial Guarantee Period of ten years which has a Guaranteed
Interest Rate of 8% per annum. Assume at the end of seven
years you make a partial surrender. If the current
three-year Guaranteed Interest Rate is then 6%, the amount
payable upon partial surrender will increase after the
application of the Market Value Adjustment. On the other
hand, if the current three-year Guaranteed Interest Rate is
higher than your 8% Guaranteed Interest Rate, for example,
10%, the application of the Market Value Adjustment will
decrease the amount payable to you upon this partial
surrender.

Generally, the primary factor affecting the amount of the
Market Value Adjustment is the level of interest rates on
investments made by the Company at the time that the current
Guaranteed Interest Rates are established. The Market
Adjusted Value is sensitive, therefore, to changes in
current interest rates. It is possible that the amount you
receive upon surrender would be less than the original
Purchase Payment if interest rates increase. It is also
possible that if interest rates decrease, the amount you
receive upon surrender may be more than the original
Purchase Payment plus accrued interest.

The formula for calculating the Market Value Adjustment is
set forth in Appendix B to this Prospectus, which also
contains an additional illustration of the application of
the Market Value Adjustment.

SPECIAL SURRENDERS

No surrender charge or Market Value Adjustment will apply
for full or partial surrenders taken: 1) at the end of an
Initial Guarantee Period of at least three years in
duration; or 2) at the end of any other Guarantee Period
provided the surrender occurs on or after the fifth Contract
Year. However, Guarantee Periods initiated through the
Guaranteed Period Exchange Option will be subject to the
surrender charges based on the original Contract Date. (See
"Guarantee Period Exchange Option," page 6.)

No surrender charges will be assessed upon the application
of your Account Value to elect an annuity option on the
Annuity Commencement Date (except if the Fifth Option is
elected within the First Contract Year). A Market Value
Adjustment will be applied if the Annuity Commencement Date
is not at the end of a Guarantee Period. To elect an
annuity option, you must notify us at least thirty days
before your Annuity Commencement Date.

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

WAIVER OF SURRENDER CHARGE

The surrender charge may be waived if:
(a) distributions are applied to any one of the
annuity options (except if the Fifth Option is elected
within the first Contract Year);
(b) you become disabled (as defined by the
Internal Revenue Code ("Code") Section 72(m)(7))
subsequent to purchase of the Contract;

(c) the Owner or Annuitant dies and
payment of a death benefit is made to the Beneficiary;
(d) as a participant under a tax-deferred annuity
plan (Section 403(b) plan), you retire after age 55 and the
Contract has been in force for at least five years, provided
that the payment is made directly to the Owner;
(e) as Owner of an IRA, you reach age 70 1/2,
and the Contract has been in force for at least five years;
(f) as a participant under a qualified pension or
profit sharing plan, including a 401(k) plan, you retire at
or after age 59 1/2 and the Contract has been in force
for at least five years, or if refunds are made under any
such plan to satisfy the anti-discrimination test; or
(g) as a participant under a Section 457 deferred
compensation plan, you retire and the Contract has been in
force for at least five years, or if a financial hardship or
disability withdrawal as defined by the Code has been
allowed by the plan administrator.

REDUCTION OR ELIMINATION OF SURRENDER CHARGES

The amount of the surrender charge and duration that may
be assessed on a Contract may be reduced or eliminated when
sales of Contracts are made to persons in certain employee
or professional purchase arrangements in such a manner that
results in savings or reductions of sales and distribution
expenses. Any such reduction in the surrender charge will
be based on the size and type of groups to which sales are
made (the sales and distribution expenses for a larger group
are generally less than for a smaller group), and any prior
or existing relationship with the Company.

There may be other circumstances, of which the Company is
not presently aware, which could result in reduced sales and
distribution expenses. In no event will reductions or
elimination of the surrender charge and its duration be
permitted where such reductions or elimination would be
unfairly discriminatory to any person.

GUARANTEE PERIOD EXCHANGE OPTION

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

PREMIUM TAXES

Certain state and local governments impose premium taxes.
These taxes currently range from 0.5% to 5.0%, depending
upon jurisdiction. The Company, 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 Cash Value
either upon death, surrender, annuitization, or at the time
the Purchase Payment is made to the Contract, but no earlier
than when the Company has a tax liability under state law.

DEATH BENEFIT

A death benefit is payable to the Beneficiary upon the death
of the Annuitant prior to the Annuity Commencement Date with
no contingent Annuitant surviving. The death benefit will
equal the Account Value, and will be calculated as of the
date we receive written notification of due proof of death
at the Company's

Home Office. A Beneficiary may request that a death benefit
payable under the Contract be applied to one of the annuity
options available under the Contract, subject to the contract
provisions.

In addition, for non-tax qualified contracts, if the Owner
dies (including the first of joint owners) before the
Annuity Commencement Date with the Annuitant surviving, and
if a distribution is made as a result of such death, as
required by the Code's minimum distribution rules, the value
of the death benefit will be credited to the individual(s)
taking distributions upon death of the Owner. The
individual(s) will generally be the surviving joint owner or
the Beneficiary in accordance with all the circumstances and
the terms of the Contract. The individual(s) may differ
from the Beneficiary who was named by the Owner in a written
request and who would receive any remaining contractual
benefits upon the death of the Annuitant. The individual(s)
may be paid in a single lump sum, or by other options, but
should take distributions as required by the Code's minimum
distribution rules. If the Owner's spouse is the surviving
joint owner or Beneficiary, the spouse may elect to continue
the Contract as owner in lieu of taking a distribution under
the Contract.

PAYMENT UPON FULL OR PARTIAL SURRENDER

We may defer payment of any surrender for a period not
exceeding six months from the date we receive your notice of
surrender or the period permitted by state insurance law, if
less. Only under highly unusual circumstances will we defer
a surrender payment more than thirty days, and if we defer
payment for more than thirty days, we will pay interest of
at least 3.5% per annum on the amount deferred. While all
circumstances under which we could defer payment upon
surrender may not be foreseeable at this time, such
circumstances could include, for example, our inability to
liquidate assets due to a general financial crisis.

ANNUITY PERIOD
ELECTION OF ANNUITY COMMENCEMENT DATE AND FORM OF ANNUITY

When you apply for or complete a purchase order for a
Contract, you may select an Annuity Commencement Date. If
no date is elected, for nonqualified Contracts, the
automatic default age is 95. For qualified Contracts, the
automatic default age is 70 1/2. Within thirty days
prior to your Annuity Commencement Date, you may elect to
have all or a portion of your Cash Value paid in a lump sum
on your Annuity Commencement Date. Alternatively, you may
elect, at least thirty days prior to the Annuity
Commencement Date, to have your Cash Value or a portion
thereof (less applicable premium taxes, if any) distributed
under any of the Annuity Options described below. In the
absence of such an election, for nonqualified Contracts, the
Cash Value will be applied on the Annuity Commencement Date
under the Second Option to provide a life annuity with 120
monthly payments certain. For qualified Contracts, the Cash
Value will be applied to the Fourth Option, to provide a
Joint and Last Survivor Life Annuity. This Contract may not
be surrendered after the commencement of annuity payments,
except with respect to the Sixth Option.

CHANGE OF ANNUITY COMMENCEMENT DATE OR ANNUITY OPTION

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

ANNUITY OPTIONS

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

FIRST OPTION - LIFE ANNUITY: An annuity payable during the
lifetime of the Annuitant, ceasing with the last payment
prior to the Annuitant's death. Upon the death of the
Annuitant, no additional annuity payments will be made.

SECOND OPTION - LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY
PAYMENTS CERTAIN: An annuity providing income to the
Annuitant for a guaranteed period of 120 months, 180 months,
or 240 months (as selected), and for as long thereafter as
the Annuitant lives.

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

FOURTH OPTION - JOINT AND LAST SURVIVOR LIFE ANNUITY: An
annuity payable during the lifetimes of the Annuitant and a
designated second person, ceasing with the last payment
prior to the death of the survivor. Upon the death of the
last survivor, no additional annuity payments will be made.

FIFTH OPTION - PAYMENTS FOR A DESIGNATED PERIOD: An amount
payable for the guaranteed number of years selected which
may be from five to thirty years.

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

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

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

ANNUITY PAYMENT

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

The option elected must result in a payment at least equal
to the minimum payment amount according to Company rules
then in effect. If at any time payments are less than the
minimum payment amount, the Company has the right to change
the frequency to an interval resulting in a payment at least
equal to the

minimum. If any amount due is less than the
minimum per year, the Company may make other arrangements
that are equitable to the Annuitant.

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

DEATH OF ANNUITANT AFTER ANNUITY COMMENCEMENT DATE

In the event of the Annuitant's death after the Annuity
Commencement Date, the amount of any remaining guaranteed
payments will be paid in one lump sum to the Beneficiary
unless other provisions have been made. The amount paid will
be the present value of the payments as of the date we
receive the notice of death. Calculations of such present
value will be based on the interest rate that we use to
determine the amount of each payment.

INVESTMENTS BY THE COMPANY

Assets of the Company must be invested in accordance with
the requirements established by applicable state laws
regarding the nature and quality of investments that may be
made by life insurance companies and the percentage of their
assets that may be committed to any particular type of
investment. In general, these laws permit investments,
within specified limits and subject to certain
qualifications, in federal, state and municipal obligations,
corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments. All
claims by purchasers of the Contracts, and other general
account products, will be funded by the Company's general
account. All proceeds of the Contracts will be used for
general corporate purposes.

In establishing Guaranteed Interest Rates, the Company will
consider the yields on fixed income securities that are part
of the Company's current investment strategy for the
Contracts at the time that the Guaranteed Interest Rates are
established. (See "Establishment of Guaranteed Interest
Rates," page 4.) The current investment
strategy for the Contracts is to invest in fixed income
securities, including public bonds, privately placed bonds,
and mortgages, some of which may be zero coupon securities.
While the foregoing generally describes our investment
strategy, we are not obligated to follow any particular
strategy except as may be required by federal and state
laws.

AMENDMENT OF THE CONTRACT

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

ASSIGNMENT OF THE CONTRACT

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

DISTRIBUTION OF THE CONTRACTS

Travelers Equities Sales, Inc. ("TESI") is the
principal underwriter of the Contracts. TESI is registered
with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a broker-dealer, and is a
member of the National Association of Securities Dealers,
Inc. TESI is an indirect wholly owned subsidiary of The Travelers
Inc.

TESI may enter into distribution agreements with certain
broker-dealers registered under the Securities Exchange Act
of 1934. Under the distribution agreements such
broker-dealers may offer Contracts to persons who have
established an account with the broker-dealer. In addition,
the Company may offer certificates to members of certain
other eligible groups. The Company will pay a maximum
commission of 5% of the Purchase Payment for the sale of a
Contract. From time to time, the Company may offer
customers of certain broker-dealers special Guaranteed
Interest Rates and negotiated commissions. The Company may
pay a commission on an Owner's election of a subsequent
guarantee period.

In addition, the Company may offer Contracts to members of
certain other eligible groups through trusts or otherwise.

FEDERAL TAX CONSIDERATIONS
GENERAL

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

SECTION 403(B) PLANS AND ARRANGEMENTS

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

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

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

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

QUALIFIED PENSION AND PROFIT-SHARING PLANS

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

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

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

INDIVIDUAL RETIREMENT ANNUITIES

To the extent of earned income for the year and not
exceeding $2,000 per individual, an individual may make
deductible contributions to an individual retirement annuity
(IRA). (Note: The minimum Purchase Payment allowed for
this Contract is $5,000.) There are certain limits on the
deductible amount based on the adjusted gross income of the
individual and spouse based on their participation in a
retirement plan. If an individual is married and the spouse
is not employed, the individual may establish IRAs for the
individual and spouse. Purchase Payments may then be made
annual into IRAs for both spouses in the maximum amount of
100% of earned income up to a combined limit of $2,250.

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

Section 407(k) of the Code provides for the purchase of a
Simplified Employee Pension (SEP) plan. A SEP is funded
through an IRA with an annual employer contribution limit of
15% of compensation up to $30,000 for each participant.

SECTION 457 PLANS

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

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

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

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

NONQUALIFIED ANNUITIES

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

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

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

FEDERAL INCOME TAX WITHHOLDING

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

1. ELIGIBLE ROLLOVER DISTRIBUTION FROM SECTION
403(B) PLANS OR ARRANGEMENTS OR FROM QUALIFIED PENSION AND
PROFIT-SHARING PLANS
There is an unwaivable 20% tax withholding
for plan distributions that are eligible for rollover to an
IRA or to another retirement plan but that are not directly
rolled over. A distribution made directly to a participant
or beneficiary may avoid this result if:
(a) a periodic settlement distribution is
elected based upon a life or life expectancy calculation, or
(b) a complete term-for-years settlement
distribution is elected for a period of ten years or more,
payable at least annually, or
(c) a minimum required distribution as defined
under the tax law is taken after the attainment of the age
of 70 1/2 or as otherwise required by law.
A distribution including a rollover that is
not a direct rollover will require the 20% withholding, and
a 10% additional tax penalty may apply to any amount not
added back in the rollover. The 20% withholding may be
recovered when the participant or beneficiary files a
personal income tax return for the year if a rollover was
completed within 60 days of receipt of the funds, except to
the extent that the participant or spousal beneficiary is
otherwise underwithheld or short on estimated taxes for that
year.

2. OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)
To the extent not described as requiring
20% withholding in 1 above, the portion of a non-periodic
distribution which constitutes taxable income will be
subject to federal income tax withholding, to the extent
such aggregate distributions exceed $200 for the year,
unless the recipient elects not to have taxes withheld. If
an election out is not provided, 10% of the 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, 1994, a recipient receiving periodic payments (e.g.,
monthly or annual payments under an Annuity Option) which
total $13,700 or less per year, will generally be exempt
from the withholding requirements.

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

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

TAX ADVICE

Because of the complexity of the law and the fact that the
tax results will vary according to the factual status of the
individual involved, tax advice may be needed by a person
contemplating purchase of an annuity contract and by an
Owner, participant or beneficiary who may make elections
under a contract. It should be understood that the
foregoing description of the federal income tax consequences
under these contracts is not exhaustive and that special
rules are provided with respect to situations not discussed
here. It should be

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

LEGAL OPINION

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

INDEPENDENT ACCOUNTANTS

The consolidated statements of operations and retained
earnings and cash flows for the year ended December 31, 1994
and the consolidated balance sheets of the Company as of
December 31, 1994 and 1993, included in The Travelers Insurance
Company's Form 10-K for the year ended December 31, 1994,
have been incorporated by reference herein in reliance upon
the report (also incorporated by reference herein) of KPMG Peat
Marwick LLP, independent certified public accountants, and upon
the authority of said firm as experts in accounting and
auditing. The consolidated statements of operations and retained
earnings and cash flows of The Travelers Insurance Company for
the years ending December 31, 1993 and 1992, have been
incorporated by reference herein in reliance upon the report
(also incorporated by reference herein) of Coopers & Lybrand
L.L.P., independent accountants, and upon the authority of
said firm as experts in accounting and auditing.

THE TRAVELERS LIFE AND ANNUITY COMPANY

BUSINESS

The Travelers Life and Annuity Company (the
"Company") is a wholly owned subsidiary of The
Travelers Insurance Company, which is indirectly owned,
through a wholly owned subsidiary, by The Travelers Inc.
The Company is a stock insurance company chartered in 1973
in the state of Connecticut and has been continuously
engaged in the insurance business since that time. The
Company offers individual life insurance, annuities and
accident and health insurance to individuals and small
businesses. It also provides group pension deposit
products, including guaranteed investment contracts, and
annuities to employer-sponsored retirement and savings
plans.

The Company is licensed to conduct a life insurance business
in a majority of the states of the United States and intends
to seek licensure in the remaining states, except New York.
The Company's Home Office is located at One Tower Square,
Hartford, Connecticut 06183.

SELECTED FINANCIAL DATA
The following selected financial data for the Company should be
read in conjunction with the financial statements and notes thereto
included in this Prospectus on page _______. (To be filed by
amendment)

Management Discussion and Analysis of Financial Condition
1994 Compared to 1993
(To be filed by amendment)

LIMITED GUARANTEE

Travelers Insurance has agreed to guarantee the Contracts
described in this Prospectus as to principal and interest
only.

The Limited Guarantee has been filed as an exhibit to the
Registration Statement, of which this Prospectus forms a
part.

Travelers Insurance has agreed to pay in full to any owner
of a Contract the principal and interest under the Contract,
as and when due to the extent that the Company has not made
such payment.

This Limited Guarantee will remain in effect for only so
long as the Contracts described in this Prospectus remain in
effect.

APPENDIX A

MODIFIED GUARANTEED ANNUITY FOR QUALIFIED PLANS

The Travelers Target Maturity Annuity for Qualified Plans is
a group deferred annuity Contract under which a Purchase
Payment may be made. Plans eligible to purchase the
Contract are pension and profit sharing plans qualified
under Section 401(a) of the Internal Revenue Code, and eligible
state deferred compensation plans under Section 457 of the Code
("Qualified Plans").

To apply for a Group Annuity Contract, the trustee or other
applicant need only complete an application or purchase
order for the Group Annuity Contract and make a Purchase
Payment. A Group Annuity Contract will then be issued to
the applicant. While no Certificates are issued, each
Purchase Payment and the Account established thereby, are
confirmed to the Contract Owner. The Purchase Payment
operates to establish an Account under the Group Annuity
Contract in the same manner as non-qualified purchases.
Each Account will have its own optional Guarantee Period and
Guaranteed Interest Rate. Surrenders under the Group
Annuity Contract may be made at the election of the Contract
Owner, from the Account established under the Contract.
Account surrenders are subject to the same limitations,
adjustments and charges as surrenders made under a
certificate (see "Surrenders," page 4). Surrender Values may be
taken
in cash or applied to purchase annuities for the Contract Owners'
Qualified Plan participants.

Because there are no individual participant accounts, the
qualified Group Annuity Contract issued in connection with a
Qualified Plan does not provide for death benefits.
Annuities purchased for Qualified Plan participants may
provide for a payment upon the death of the Annuitant
depending on the option chosen (see "Annuity
Options," page 8). Additionally, since
there are no Annuitants prior to the actual purchase of an
Annuity by the Contract Owner, the provisions regarding the
Annuity Commencement Date are not applicable.

APPENDIX B

MARKET VALUE ADJUSTMENT

The amount payable on a partial or full surrender may be
adjusted up or down by the application of the Market Value
Adjustment. The formula which will be used to determine the
Market Adjusted Value is:

Market Adjusted Value = (Maturity Value) x [1/1+iC] t/365

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

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

ILLUSTRATION OF A MARKET VALUE ADJUSTMENT

PURCHASE PAYMENT: $50,000.00

GUARANTEE PERIOD: 5 YEARS

GUARANTEED INTEREST RATE: 5% EFFECTIVE ANNUAL RATE

The following examples illustrate how the Market Value
Adjustment may affect the values of your Contract. In these
examples, the surrender occurs one year after a Purchase
Payment of $50,000 was made to the Contract. The Maturity
Value of this Purchase Payment would be $63,814.08 at the
end of the five-year Guarantee Period. However, after one
year, when the surrenders occur in these examples, the
Account Value (i.e., the Purchase Payment plus accumulated
interest) would be $52,500.00.

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

EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

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

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

$ 48,683.46 = $63,814.08 x [1/1 + .07] 4

The Market Value Adjustment is a reduction of $3,816.54 from
the Account Value: $48,683.46 = $52,500.00 - $3,816.54

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

$24,341.73 = $31,907.04 x [1/1 + .07] 4

The Maturity Value after the partial surrender would be 50%
of the Maturity Value prior to surrender, or $31,907.04.

EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

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

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

$55,610.28 = $63,814.08 x [1/1 + .035] 4

The Market Value Adjustment is an increase of $3,110.28 over
Account Value:

$55,610.28 = $52,500.00 + $3,110.28

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

$27,805.14 = $31,907.04 x [1/1 + .035] 4

The Maturity Value after the partial surrender would be 50%
of the Maturity Value prior to the surrender, or $31,907.04.
These examples illustrate what may happen when interest
rates increase or decrease from the beginning of a Guarantee
Period. A particular Market Value Adjustment may have a
greater or lesser impact than that shown in these examples,
depending on how much interest rates have changed since the
beginning of a Guarantee Period and the amount of time
remaining to maturity. In addition, a surrender charge may
be assessed on surrenders made before the Purchase Payment
has been under the Contract for seven years.

"TTM"
Travelers Target Maturity
MODIFIED GUARANTEED ANNUITY CONTRACTS
issued by
The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183

L-12455 TIC Ed. ____ 1995

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Registration Fees: $34,482.76 for 100,000,000 in interests of
Modified Guaranteed Annuity Contracts.

Estimate of Printing Costs: $15,000

Cost of Independent Auditors: Approximately $8,000

Item 15. Indemnification of Directors and Officers

Section 33-320a of the Connecticut General Statutes regarding
indemnification of directors and officers of Connecticut
corporations provides in general that Connecticut corporations
shall indemnify their officers, directors and certain other
defined individuals against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses actually incurred in
connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally
does not apply unless (1) the individual is successful on the
merits in the defense of any such proceeding; or (2) a
determination is made (by persons specified in the statute) that
the individual acted in good faith and in the best interests of
the corporation; or (3) the court, upon application by the
individual, determines in view of all of the circumstances that
such person is fairly and reasonably entitled to be indemnified,
and then for such amount as the court shall determine. With
respect to proceedings brought by or in the right of the
corporation, the statute provides that the corporation shall
indemnify its officers, directors and certain other defined
individuals, against reasonable expenses actually incurred by them
in connection with such proceedings, subject to certain
limitations.

C.G.S. Section 33-320a provides an exclusive remedy; a Connecticut
corporation cannot indemnify a director or officer to an extent
either greater or less than that authorized by the statute, e.g.,
pursuant to its certificate of incorporation, by-laws, or any
separate contractual arrangement. However, the statute does
specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums
for such insurance may be shared with the insured individuals on
an agreed basis.

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

Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing
provisions, or otherwise, the Registrants have been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrants 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 Registrants will, unless in the
opinion of their counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

Item 16. Exhibits

(a) Exhibits

1. Form of Underwriting Agreement.

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

3(a)(i) Charter of The Travelers Insurance
Company as amended on October 19, 1994.

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

3(b)(i) By-Laws of The Travelers Insurance
Company, as amended on October 20, 1994.

4(a). Form of Contract.

4(b). Form of Limited Guarantee (To be filed by
amendment.)

5. Opinion Re: Legality, Including Consent.

10. Material Contracts.

a. Restated Second Amended General Agency
Agreement (SAGAA) dated as of November 1, 1989 by
and among Primerica Life Insurance Company
(formerly Massachusetts Indemnity Life Insurance
Company; hereinafter "Primerica Life"), A.L.
Williams & Associates, Inc. and Arthur L.
Williams, Jr., incorporated by reference to
Exhibit 10.15 to the Annual Report on Form 10-K of
The Travelers Inc. (formerly Primerica
Corporation) for the fiscal year ended December
31, 1990 (File No. 1-9924) (the "Primerica 1990 10-
K").

b. Restated First Amendment to SAGAA dated
as of November 1, 1989, by and among Primerica
Life, A.L. Williams & Associates, Inc. and Arthur
L. Williams, Jr., incorporated by reference to
Exhibit 10.16 to the Primerica 1990 10-K.

c. Master Agreement, dated as of September
1, 1994, between the Company and Metropolitan Life
Insurance Company ("MetLife"), incorporated by
reference to Exhibit 10.03 to The Travelers
Insurance Company's Form 10-Q for the quarter
ended September 30, 1994, File No. 33-33691, filed
on November 14, 1994.

d. Group Life Insurance and Related
Businesses Acquisition Agreement, dated as of
September 1, 1994, among MetLife, the Company, The
Travelers Indemnity Company of Rhode Island and
The Travelers Insurance Company of Illinois,
incorporated by reference to Exhibit 10.04 to Form
10-Q for the quarter ended September 30, 1994,
File No.33-33691, filed on November 14,1994.

23(a). Consent of Coopers & Lybrand L.L.P.,
Independent Accountants, to the reference in the
Prospectus to such firm as "experts" in accounting and
auditing and to the incorporation of their reports on
The Travelers Insurance Company and The Travelers Life
and Annuity Company financial statements. (To be
filed by amendment.)

23(b). Consent of KPMG Peat Marwick, LLP,
Independent Auditors, to the reference in the
Prospectus to such firm as "experts" in accounting and
auditing and to the incorporation of their reports on
The Travelers Insurance Company and The Travelers Life
and Annuity Company financial statements. (To be
filed by amendment.)

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

24. Powers of Attorney for Separate Account MGA II
authorizing Jay S. Fishman as signatory for Robert I.
Lipp, Charles O. Prince, III, Donald T. DeCarlo, Irwin
R. Ettinger, and Michael A. Carpenter.

Powers of Attorney authorizing Jay S. Fishman as
signatory for Robert I. Lipp and Charles O.
Prince, III. (Incorporated herein by reference to the
Registration Statement on
Form S-2, File No. 33-33691, filed on April 11, 1994.)

Powers of Attorney authorizing Jay S. Fishman as
signatory for Marc P. Weill, James F.
Calvano, Irwin R. Ettinger, Michael A. Carpenter and James
L. Morgan. (Incorporated
herein by reference to the Registration Statement on Form
S-2, File No. 33-89812,
filed on February 27, 1995.)

27(a). Financial Data Schedule of The Travelers Insurance
Company. (To be filed by amendment.)

27(b). Financial Data Schedule of The Travelers
Life and Annuity Company. (To be filed by amendment.)

Item 17. Undertakings

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

(a) Rule 415 offerings:

1. To file, during any period in which offers or sales of
the registered securities are being made, a post-
effective amendment to this registration statement:

a. to include any prospectus
required by Section 10(a)(3) of the Securities Act of
1933;

b. to reflect in the prospectus
any facts or events arising after the effective date
of the registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in
the information set forth in the registration
statement; and

c. to include any material
information with respect to the plan of distribution
not previously disclosed in the registration statement
or any material change to such information in the
registration statement.

2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering
thereof.

3. To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

(h) Requests for Acceleration of Effective Date:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrants pursuant
to the provisions described under Item 15 above or otherwise,
the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrants of expenses incurred or paid by a
director, officer or controlling person of the registrants in
the successful defense of any action, suit or proceeding) is
asserted against the registrants by such director, officer or
controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of
their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by them is against
public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant named below certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-2 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Hartford, State of Connecticut, on April 18, 1995.

THE TRAVELERS LIFE AND ANNUITY COMPANY
(Registrant)

By: /s/ Jay S. Fishman
________________________
Jay S. Fishman
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities indicated on April 18, 1995.

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

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

/s/ JAY S. FISHMAN
_________________________ Director and Chief Financial
(Jay S. Fishman) Officer

*CHARLES O. PRINCE, III Director
_________________________
(Charles O. Prince, III)

_________________________ Director
(Marc P. Weill)

*DONALD T. DECARLO Director
_________________________
(Donald T. DeCarlo)

*IRWIN R. ETTINGER Director
_________________________
(Irwin R. Ettinger)

/s/JAMES L. MORGAN
_________________________ Senior Vice President -Finance
(James L. Morgan) and Chief Accounting Officer

*By: /s. Jay S. Fishman
________________________________
Jay S. Fishman, Attorney-in-Fact

SIGNATURES

THE TRAVELERS INSURANCE COMPANY
(Registrant)

By:____/s/Jay S. Fishman_______
Jay S. Fishman
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities indicated on April 18, 1995.

*ROBERT I. LIPP Director, Chairman
_________________________ and President
(Robert I. Lipp) (principal executive officer)

/s/ Jay S. Fishman
_________________________ Director and Chief
(Jay S. Fishman) Financial Officer

*CHARLES O. PRINCE, III Director
_________________________
(Charles O. Prince, III)

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

*DONALD T. DECARLO Director
_________________________
(Donald T. DeCarlo)

*IRWIN R. ETTINGER Director
_________________________
(Irwin R. Ettinger)

*MICHAEL A. CARPENTER Director
_________________________
(Michael A. Carpenter)

/s/ James L. Morgan
__________________________ Senior Vice
(James L. Morgan) President - Finance
and Chief Accounting
Officer

/s/ Jay S. Fishman
*By: ________________________________
Jay S. Fishman, Attorney-in-Fact

EXHIBIT INDEX

Exhibit Page Number In
No. Description Sequential Order

1. Form of Underwriting Agreement.

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

3(a)(i) Charter of The Travelers Insurance Company, as
amended on October 19, 1994.

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

3(b)(i) By-Laws of The Travelers Insurance Company, as
amended on October 20, 1994.

4(a). Form of Contract.

5. Opinion Re: Legality, Including Consent.

10. Material Contracts.
a. Restated Second Amended General Agency Agreement
(SAGAA) dated as of November 1, 1989 by and
among Primerica Life Insurance Company
(formerly Massachusetts Indemnity Life
Insurance Company; hereinafter "Primerica Life"),
A.L. Williams & Associates, Inc. and Arthur L.
Williams, Jr., incorporated by reference to
Exhibit 10.15 to the Annual Report on Form 10-K
of The Travelers Inc. (formerly Primerica Corporation)
for the fiscal year ended December 31, 1990
(File No. 1-9924) (the "Primerica 1990 10-K").

b. Restated First Amendment to SAGAA dated as of
November 1, 1989, by and among Primerica Life,
A.L. Williams & Associates, Inc. and Arthur L.
Williams, Jr., incorporated by reference to Exhibit 10.16
to the Primerica 1990 10-K.

c. Master Agreement, dated as of September 1, 1994,
between the Company and Metropolitan Life Insurance
Company ("MetLife"), incorporated by reference to
Exhibit 10.03 to Form 10-Q for the quarter ended
September 30, 1994, File No. 33-33691, filed on
November 14, 1994.

EXHIBIT INDEX (CONT'D)

Exhibit Page Number In
No. Description Sequential Order

d. Group Life Insurance and Related Businesses Acquisition
Agreement, dated as of September 1, 1994, among MetLife,
the Company, The Travelers Indemnity Company of Rhode
Island and The Travelers Insurance Company of
Illinois, incorporated by reference to Exhibit 10.04 to
Form 10-Q for the quarter ended September 30, 1994, File
No. 33-33691, filed on November 14, 1994.

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

24. Powers of Attorney for Separate Account MGA II authorizing
Jay S. Fishman as signatory for Robert I Lipp, Charles O.
Prince, III, Donald T. DeCarlo, Irwin R. Ettinger and Michael A.
Carpenter.

Powers of Attorney authorizing Jay S. Fishman as signatory for
Robert I. Lipp and Charles O. Prince, III. (Incorporated
herein by reference to the Registration Statement
on Form S-2, File No. 33-33691, filed on April 11, 1994.)

Powers of Attorney authorizing Jay S. Fishman as signatory
for Marc P. Weill, James F. Calvano, Irwin R. Ettinger,
Michael A. Carpenter and James L. Morgan. (Incorporated
herein by reference to the Registration Statement on
Form S-2, File No. 33-89812, filed on February 27, 1995.)



                                                   EXHIBIT 1

                             FORM OF
                PRINCIPAL UNDERWRITING AGREEMENT

     PRINCIPAL UNDERWRITING AGREEMENT (the "Agreement") made this
____ day of _________, 1995, by and among The Travelers Life  and
Annuity   Company,   a   Connecticut  stock   insurance   company
(hereinafter  the "Company"), Travelers Equities Sales,  Inc.,  a
Connecticut  general  business corporation (hereinafter  "TESI"),
and  The Travelers Separate Account MGA II (hereinafter "Separate
Account  MGA  II"), a separate account of the Company established
on February 1, 1995 by its Chief Investment Officer in accordance
with a resolution adopted by the Company's Board of Directors and
pursuant to Section 38a-433 of the Connecticut General Statutes.

      1.  The Company hereby agrees to provide all administrative
services  relative to modified guaranteed annuity  contracts  and
revisions thereof (hereinafter "Contracts") sold by the  Company,
the net proceeds of which or reserves for which are maintained in
Separate Account MGA II.

      2.  TESI  hereby  agrees to perform  all  sales  functions
relative to the Contracts.  The Company agrees to reimburse  TESI
for commissions paid, other sales expenses and properly allocable
overhead expenses incurred in performance thereof.

      3.  For providing the administrative services referred to in
paragraph  1  above  and  for  reimbursing  TESI  for  the  sales
functions  referred  to in paragraph 2 above,  the  Company  will
receive  the  deductions  for sales and  administrative  expenses
which are stated in the Contracts.

      4.  The Company will furnish at its own expense and without
cost  to  Separate Account MGA II the administrative expenses  of
Separate Account MGA II, including but not limited to:

         (a) office space in the offices of the Company or in such
         other place as may be agreed upon from  time  to time, and
         all necessary office facilities and equipment;

         (b) necessary   personnel   for managing the affairs of Separate
         Account MGA II, including clerical, bookkeeping, accounting
         and other office personnel;

         (c) all information and services, including  legal  services,
         required in connection  with registering and qualifying Separate
         Account  MGA  II  or the   Contracts   with  federal  and  state
         regulatory authorities, preparation of registration statements  and
         prospectuses,   including   amendments   and   revisions
         thereto,  and any other reports required to be furnished
         to  Contract Owners, including the costs of printing and
         mailing such items;

         (d) the costs of preparing, printing, and mailing all
         sales literature;

         (e) all registration, filing  and other fees in connection with
         compliance requirements of federal and state regulatory authorities;



         (f) the  charges and expenses of independent accountants retained
         by Separate Account MGA II, if applicable.

      5.  The services of the Company and TESI to Separate Account
MGA  II  hereunder are not to be deemed exclusive and the Company
or  TESI  shall be free to render similar services to  others  so
long  as  its  services hereunder are not impaired or  interfered
with thereby.

      6.  This Agreement will be effective on the date executed,
and  will  remain effective until terminated by  any  party  upon
sixty  (60)  days notice; provided, however, that this  Agreement
will  terminate automatically in the event of its  assignment  by
any of the parties hereto.

      7.  Notwithstanding  termination of  this  Agreement,  the
Company  shall  continue to provide administrative  services  and
mortality and expense guarantees provided for herein with respect
to  Contracts  in  effect  on the date of  termination,  and  the
Company shall continue to receive the compensation provided under
this Agreement.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement  to  be signed by their respective officials  thereunto
duly  authorized and, in the case of the Company and TESI,  seals
to be affixed as of the day and year first above written.


                          THE TRAVELERS LIFE AND ANNUITY COMPANY

(Seal)

                          By:     _________________________________________

                          Title:  _________________________________________
ATTEST:

____________________________
Assistant Secretary

                          THE TRAVELERS SEPARATE ACCOUNT MGA II


                          By:     _________________________________________

                          Title:  _________________________________________
WITNESS:

____________________________


                          TRAVELERS EQUITIES SALES, INC.

                          By:     _________________________________________

                          Title:  _________________________________________
ATTEST:  (SEAL)

____________________________
Corporate Secretary




                                             EXHIBIT 3(a)(i)


                       COPY OF THE CHARTER

                               OF

                 THE TRAVELERS INSURANCE COMPANY

                      Hartford, Connecticut

                          AS EFFECTIVE

                        October 19, 1994


                             CHARTER
                               of
                 THE TRAVELERS INSURANCE COMPANY


      SECTION  1. James G. Batterson, John L. Bunce, Gustavus  F.
Davis,  George Sexton, William L. Collins, Elijah H. Owen,  James
L.  Howard,  Charles  F. Howard, Alfred E.  Burr,  Henry  Keeney,
William H. D. Callender, George S. Gilman, and all others who may
become  associated with them as shareholders, as  is  hereinafter
provided, their successors and assigns forever be and they hereby
are created and made a body corporate and politic by the name  of
The  Travelers Insurance Company and under that name  shall  have
all  the  powers specially granted to it by law and, in addition,
all  powers  granted by the general statutes as  now  enacted  or
hereafter  amended, to corporations formed under the  Connecticut
Stock Corporation Act.

      SECTION 2.  The business, purposes and powers of said
corporation,  including  all those set forth in special  acts  of
the Connecticut General Assembly pertaining to it, shall be:

         (A)   Insuring  persons against the accidental  loss  of
     life,  or  personal  injury, sustained  while  traveling  by
     railways, steamboats or other modes of conveyance;

         (B)  To insure persons against and to make all and every
     insurance connected with accidental loss of life or personal
     injury sustained by accident of every description;

         (C)   To insure persons against loss of life or personal
     injury resulting from any cause;

         (D)   To confer endowments, grant and purchase annuities
     upon such conditions and for such periods of time as may  be
     determined by said corporation;

         (E)  To issue policies, stipulated to be with or without
     participation  in  profits, and all dividends  allocated  to
     such participating policies, which shall not be claimed  and
     called  for within two years after the same shall have  been
     declared, shall be forfeited to said company;

         (F)   To  reinsure  any and all risks  taken  under  its
     charter;

         (G)  To insure persons and corporations against loss  on
     account of liability to others for personal injuries,  fatal
     or  otherwise, or injury to property connected with personal
     injuries, resulting from accidental causes; and


         (H)   To  make all investments which insurance companies
     are  now  or hereafter may be authorized to make  under  the
     laws of this state.

      SECTION  3.   The capital with which the corporation  shall
commence  business shall be an amount not less than  one  hundred
thousand  dollars.  The authorized capital stock of  the  corpor-
ation shall be 40,000,000 shares of common capital stock  of  the
par value of $2.50 per share.  Said corporation may from time  to
time  increase  its capital stock to an amount not exceeding  one
hundred  fifty million dollars by the issue of additional  shares
of  stock  with the par value then authorized, and is  authorized
from time to time to change the par value and number of shares of
its  issued and outstanding capital stock, provided the par value
shall  be not less than Two Dollars Fifty Cents ($2.50) for  each
share and the aggregate par value be not altered by such change.

      SECTION  4.   The  business, property and  affairs  of  the
corporation  shall be managed by the chief executive officer  and
his  delegated  officers  under the direction  of  the  Board  of
Directors.   The  Board of Directors shall be  charged  with  the
following  responsibilities and duties:  selection,  surveillance
and  removal of the chief executive officer and, subject  to  the
provisions  of any applicable by-laws, other corporate  officers;
provision  of periodic statements to the shareholders  concerning
the  operation and financial status of the corporation; amendment
of  the  charter and by-laws; authorization or approval of  major
acquisitions and dispositions of assets; authorization or  approval
of mergers, consolidations and reorganizations; the taking of
action  with respect to the issuance, acquisition, retirement  or
cancellation,  redemption or determination of terms,  limitations
and  relative rights and preferences of the corporation's capital
stock  or  any  class thereof; the incurrence of major  corporate
indebtedness; declaration of dividends with respect  to  outstanding
shares  of  the  corporation's capital  stock;  action  with
respect  to  the dissolution of the corporation; and  such  other
responsibilities and duties as may be required by law.

     Section 5.   The personal liability to the corporation or its
shareholders of a person who is or was a director of the  corporation
for monetary damages for breach of duty as a director shall
be  limited  to  the amount of the compensation received  by  the
director  for  serving the corporation during  the  year  of  the
violation  if  such  breach did not (a)  involve  a  knowing  and
culpable  violation of law by the director, (b) enable the  director
or  an  associate, as defined in subdivision (3) of  Section
33-374d of the Connecticut Stock Corporation Act as in effect  on
the  effective date hereof or as it may be amended from  time  to
time,  to receive an improper personal economic gain, (c) show  a
lack of good faith and a conscious disregard for the duty of  the
director  to  the corporation under circumstances  in  which  the
director  was  aware  that his conduct  or  omission  created  an


unjustifiable  risk  of serious injury to  the  corporation,  (d)
constitute a sustained and unexcused pattern of inattention  that
amounted  to an abdication of the director's duty to the  corporation,
or (e) create liability under Section 33-321 of the Connecticut
Stock Corporation Act as in effect on the effective  date
hereof or as it may be amended from time to time. This Section  5
shall  not limit or preclude the liability of a person who is  or
was  a  director for any act or omission occurring prior  to  the
effective  date hereof on the date of filing of a Certificate  of
Amendment  amending  the  Charter of  the  corporation  with  the
Secretary of the State of the State of Connecticut.  The personal
liability of a person who is or was a director to the corporation
or  its  shareholders  for breach of duty  as  a  director  shall
further  be limited to the full extent allowed by the Connecticut
Stock  Corporation Act as it may be amended from  time  to  time.
Any  lawful  repeal  or modification of this  Section  5  or  the
adoption  of any provision inconsistent herewith by the Board  of
Directors and the shareholders of the corporation shall not, with
respect  to  a person who is or was a director, adversely  affect
any  limitation of liability, right or protection existing at  or
prior  to  the  effective  date of such repeal,  modification  or
adoption of a provision inconsistent herewith.



                                                 EXHIBIT 3(b) (i)

                                 BY-LAWS

                                   of

                     THE TRAVELERS INSURANCE COMPANY

                            OCTOBER 20, 1994



                               ARTICLE I.

                SHAREHOLDERS AND SHAREHOLDERS' MEETINGS.

     SECTION 1.  The annual meeting of the shareholders of The
Travelers Insurance Company shall be held at such time and place as
the directors may appoint.

     SECTION 2.  Special meetings of the shareholders may be held
at such time and place as may be designated in the notice thereof
and may be called at any time by the Chairman of the Board or the
President or by a majority of the directors.

     SECTION 3.  At each meeting of the shareholders the Chairman
of the Board, or in his absence the President, or, in the absence
of both, such other person as may be appointed by the Board of
Directors, shall act as chairman of the meeting and the Corporate
Secretary shall act as clerk of the meeting, and in his absence, an
Assistant Corporate Secretary, or in the absence of the Corporate
Secretary or an Assistant Corporate Secretary, such company officer
as the Chairman may appoint shall act as clerk of the meeting.

     SECTION 4(A).  There shall be a minimum of three and a maximum
of twelve directorships and the number of directorships at any time
within such minimum and maximum shall be the number fixed by
resolution of the Board of Directors.  At each annual meeting of
the company directors shall be elected, each to hold office until
the next succeeding annual meeting of shareholders following such
election or until a successor has been elected and qualified,
except as provided hereafter.  Whenever any vacancy shall occur in
the Board of Directors by death, resignation or otherwise, such
vacancy may be filled by a majority of the directors then in office
whether or not they constitute a quorum.

     (B).  The Board of Directors may increase the number of
directorships, within a minimum of three and a maximum of twelve,
and fill any vacancy created by reason of such increase in the






number of directorships, by the concurring vote of directors
holding a majority of the directorships, which number of director-

ships shall be the number prior to the vote on the increase.
Directors elected to fill such vacancies shall serve until the next
annual meeting of shareholders and until a successor has been
elected and qualified.

     (C).  Any adult person in good standing in his/her community
is eligible to be a director of the Company.

     SECTION 5.  A majority of the shares of voting capital stock
outstanding of all classes shall constitute a quorum for the
transaction of business at such meetings.


                               ARTICLE II.

                               DIRECTORS.

     SECTION 1.  The regular meetings of the directors shall be
held at such place and at such time as the directors may by vote
designate.  The directors may authorize the Chairman of the Board
or the President to change the time of any regular meeting.

     SECTION 2.  Special meetings of the directors may be called at
any time by the Chairman of the Board or the President or by any
three directors.

     SECTION 3.  Written notice by mail shall be given by the
Corporate Secretary of each regular and special meeting of the
board and each committee thereof to all directors or members of the
committee, as the case may be, at least two days before the time
appointed therefor or notice to such directors or committee members
may be personally delivered or given by telegraph or telephone not
later than the day before the meeting.

     SECTION 4.  Not less than one-third of the board shall
constitute a quorum for the transaction of business at any meeting
of the board, and at every meeting the presiding officer shall have
the right to vote, but at any special meeting called by three
directors not less than seven directors shall constitute a quorum.

     SECTION 5.  The Board of Directors annually at the first
meeting of the board held after the annual election of directors or
at some adjourned meeting thereof by a majority vote of the
directors present shall elect from their own number a Chairman of
the Board and may elect from their own number a President and one
or more Vice Chairmen, each to hold office for one year and until
his successor is chosen, and may at any time fill any vacancy which
may occur in said offices for the unexpired term. In the absence of
the Chairman of the Board, the President, if he is a




member of the Board of Directors, shall preside when present at all
meetings of the board; in the absence of the Chairman of the Board
and the President, the Board of Directors may choose from among
their own number a Chairman or a President pro tem to preside at
its meetings.  Any two or more offices may be held by the same
person, except the offices of President and Corporate Secretary.

     SECTION 6.  By the same vote but at any time and from time to
time the Board of Directors shall appoint a President (if not
elected from their own number) and may appoint one or more
Executive Vice Presidents, Senior Vice Presidents, a General
Counsel, a Corporate Secretary, a Treasurer, an Auditor and such
other officers under appropriate titles as the board may deem
necessary for the proper conduct of the Company's business, to hold
office during the pleasure of the chief executive officer.


                              ARTICLE III.

                               COMMITTEES.

     SECTION 1.  The Board of Directors by resolution adopted by
the affirmative vote of the directors holding a majority of the
directorships shall annually appoint an Investment Committee and an
Audit Committee, the members of which may be selected from the
members of the Board of Directors or otherwise, and may from time
to time appoint and prescribe the duties and authority of other
committees.  Appointments to any committee may be revoked and
annulled and new appointments made by the board at any time in its
discretion.  The Board of Directors may appoint from among its
members two directors as alternates to each such committee to serve
in the order of their appointment and the chairman of any committee
may appoint a director as an alternate to serve as a member of such
committee in the absence or disqualification of any committee
member and any alternate appointed by the Board of Directors.

     SECTION 2.  The Investment Committee shall consist of not less
than three members.  It shall be the duty of the Investment
Committee to authorize or approve each loan or investment trans-
action made by the Company and to review the investment policy and
program of the Company.

     SECTION 3.  Not less than two members of the Investment
Committee shall constitute a quorum for the transaction of business
at any meeting of the Committee, and at every meeting the presiding
officer shall have the right to vote.



     SECTION 4.  The Investment Committee may appoint from among
the officers of the Company or an affiliated company a Management
Investment Committee and assign to the Management Investment







Committee, subject to such limitations as the Investment Committee
may from time to time establish, the review and authorization of
loans and investments of the Company.


                               ARTICLE IV.

                                OFFICERS.

     SECTION 1.  The Chairman of the Board shall be the chief
executive officer, charged with the management of the business,
property and affairs of the Company under the direction of the
Board of Directors.  The Board of Directors may appoint as the
chief executive officer the President or some other officer,
provided that no such appointment shall become effective unless
notice thereof is included in a notice of the meeting at which the
change is made, or such appointment was considered at a meeting of
the board at which a majority of the directors were present held at
least twenty-four hours prior to the appointment. At his
discretion, the chief executive officer may act as Chairman of any
Committee of which he is a member.  When present, the Chairman of
the Board shall preside at all meetings of the board.  He shall be
a member ex officio of all committees, except the Audit Committee.
The chief executive officer may at any time and from time to time
appoint such other officers, not specified in or appointed by the
Board of Directors pursuant to Section 6 of Article II, under
appropriate titles as he may deem necessary for the proper conduct
of the Company's business to hold office during his pleasure.  The
chief executive officer may at his discretion delegate such power
of appointment to any of the officers designated in Sections 5 and
6 of Article II.

     SECTION 2.  In the absence of the chief executive officer or
his inability to act, the Board of Directors may designate the
Chairman of the Board or the President or such other officer of the
Company as it may select to perform the duties imposed upon the
chief executive officer by these by-laws.

     SECTION 3.  Each officer appointed by the Board of Directors
shall be subject to the direction of and shall have such authority
and perform such duties as may be assigned to him from time to time
by the Board of Directors, the chief executive officer and his
delegated officers.  Each officer appointed pursuant to Section 1
of this Article IV shall be subject to the direction of and shall
have such authority and perform such duties as may be assigned to
him from time to time by the chief executive officer and his
delegated officers.




     SECTION 4.  The compensation of all officers, agents and
employees of the Company may be fixed either by the Board of
Directors, by a committee appointed by the board for that purpose
or by the chief executive officer or other officer within the
limits of authority conferred upon him by the board or by such
committee.


                               ARTICLE V.

                             CORPORATE SEAL.

     The corporate seal shall hereafter, as heretofore, consist of
the corporate name in a circle enclosing the word "seal."  The
Corporate Secretary shall be the keeper of the corporate seal with
authority in him and in each Department Secretary or Assistant
Corporate Secretary or Assistant Department Secretary to affix the
same and attest it by his signature to all sealed instruments.


                               ARTICLE VI.

                               AMENDMENTS.

     These by-laws may be altered, repealed or amended and addi-
tional by-laws enacted at any annual or special meeting of the
shareholders provided notice be given of the action proposed in the
notice of such meeting, or by vote of a majority of the entire
Board of Directors at a meeting of said board called for the
purpose upon notice to each director of the action proposed to be
taken in regard to said by-laws, provided, however, that Article
II, Section 4, and Article III, Section 3 of the by-laws shall not
be amended except at a meeting of the shareholders.




State of Connecticut, }
                      }  ss:      Hartford, Conn............ 19
County of Hartford.   }



The foregoing is a true copy of the by-laws of THE TRAVELERS
INSURANCE COMPANY.

                                Attest:

                                ________________________________
                                                       Secretary

                                                       EXHIBIT 4


FORM OF CONTRACT
THE TRAVELERS LIFE AND ANNUITY COMPANY
ONE TOWERSQUARE -- HARTFORD CT -- 06183

A STOCK COMPANY





We are pleased to provide You the benefits of this
annuity contract.  Please read all the attached forms carefully.











This contract is issued in consideration of the Purchase Payment.  It
is subject to the terms and conditions stated on the attached pages,
all of which are a part of it.







Executed at Hartford, Connecticut









Chairman











This is a legal contract between You and Us
PLEASE READ YOUR CONTRACT CAREFULLY.

SINGLE PREMIUM INDIVIDUAL MODIFIED GUARANTEED ANNUITY CONTRACT

TAX QUALIFIED

ELECTIVE OPTIONS   NON--PARTICIPATING


THE CASH SURRENDER VALUE MAY INCREASE OR DECREASE IN ACCORDANCE
WITH THE MARKET VALUE ADJUSTMENT FORMULA ON THE CONTRACT SPECIFICATIONS
PAGE.  THE CASH SURRENDER VALUE IS AVAILABLE WITHOUT APPLICATION OF
THE MARKET VALUE ADJUSTMENT AT THE END OF A GUARANTEE PERIOD.






TABLE OF CONTENTS





Contract Specifications                                  Page 3

Definitions                                              Page 4

Purchase Payment                                         Page 5

Contract Control Provisions                              Page 5

Crediting of Interest and Guarantee Periods              Page 6

Market Value Adjustment                                  Page 7

Transfer Between Guarantee Periods                       Page 7

Termination Provisions                                   Page 7

Settlement Provisions                                    Page 8

General Provisions                                       Page 10


  Any Riders or Endorsements follow the Life Annuity Tables.



CONTRACT SPECIFICATIONS

CONTRACT OWNER         JOHN DOE    JANE DOE                    ANNUITANT

CONTRACT NUMBER        SPECIMEN    06/01/94                CONTRACT DATE

MONTHLY LIFE ANNUITY               06/01/24    ANNUITY COMMENCEMENT DATE
________________________________________________________________________

PURCHASE PAYMENT/TERMINATION AMOUNTS

Minimum Purchase Payment Amount:         $5,000

Maximum Purchase Payment Amount:         $1,000,000
                                         unless we consent to a larger amount

Termination Amount                       $2000



Market Value Adjustment:
- ------------------------

A Market Value Adjustment will be applied when a surrender occurs
prior to the end of a Guarantee Period.The Market Value Adjustment
is the difference between the Account Value and the Market Adjusted
Value.

Market Adjusted Value = Maturity        1        t/365

                        Value      x

                                      1 + ic

ic =the current Guaranteed Interest Rate (straight line interpolation between
    whole years) that we are then crediting for a Guarantee Period of t days
    on this class of contract(s).

t = the number of days remaining in the Guarantee Period.



Surrender Charge:
- -----------------

During the first seven years after a Purchase Payment is applied under the
contract, a surrender charge will be deducted from any amount surrendered.
This charge is a percentage of the Cash Value surrendered from a contract.





CONTRACT YEARS SINCE PAYMENT APPLIED                      SURRENDER CHARGE
- ------------------------------------                      ----------------
                                                       


           1                                                        7%

           2                                                        6%

           3                                                        5%

           4                                                        4%

           5                                                        3%

           6                                                        2%

           7                                                        1%

      THEREAFTER                                                    0%


NOTE:  A surrender charge applies on all dates (except those at the end of a
three to ten year Guarantee Period) occuring during the first seven years
after a Purchase Payment is applied.

No surrender charge will apply at the end of a Guarantee Period of
at least three years or at the end of a Guarantee Period of one or
two years after the third Contract Year.


Free Partial Withdrawal Amount:
- -------------------------------

Interest earned in the previous Contract Year may be withdrawn without
a Market Value Adjustment or surrender charge.

Automatic Renewal Guarantee Period:
- -----------------------------------

A one year Guarantee Period.

Guarantee Period Transfer Amount:
- -------------------------------------

$0.


                             DEFINITIONS
(a) ACCOUNT VALUE - The sum of the Purchase Payment and
    all interest earned to that date less the sum of all partial surrenders,
    surrender charges, and applicable Premium Tax deducted to that date.

(b) ANNUITANT - The person on whose life this contract is issued.

(c) ANNUITY COMMENCEMENT DATE - The date shown on the Contract
    Specifications page.

(d) BENEFICIARY(IES) - The person(s) entitled to receive
    benefits after the death of the Annuitant or the Contract Owner.

(e) CASH SURRENDER VALUE - The Cash Value less surrender charges
    and any applicable Premium Tax.

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

(g) CONTRACT DATE - The date shown on the Contract Specifications
    page.  Contract Years are measured from the Contract Date.

(h) Contract Owner - The owner of the contract.

(i) CONTRACT YEAR - The twelve month period beginning
    with the Contract Date.

(j) DUE PROOF OF DEATH - A copy of a certified death certificate;
    a copy of a certified decree of a court of competent jurisdiction
    as to the finding of death; a written statement by a medical doctor
    who attended the deceased; or any other proof satisfactory
    to the Company.

(k) GUARANTEED INTEREST RATE - The annual effective interest
    rate credited to a Purchase Payment during the Guarantee Period as
    described in the Crediting of Interest and Guarantee Periods section.

(l) GUARANTEE PERIOD - The period for which either an initial or subsequent
    Guarantee Interest Rate is credited.

(m) MARKET ADJUSTED VALUE - Reflects the relationship between the
    current Guaranteed Interest Rate for the duration remaining
    in the Guarantee Period on the Surrender Date, and the Guaranteed
    Interest Rate then applicable in the Contract.

(n) MARKET VALUE ADJUSTMENT - The difference between the Account Value
    and the Market Adjusted Value.

(o) MATURITY VALUE - The accumulated value of a Purchase Payment at the
    Guaranteed Interest Rate at the end of the Guarantee
    Period selected less any partial surrenders, surrender charges, and
    applicable Premium Tax previously deducted.

(p) OUR OFFICE - The home office of The Travelers Life and Annuity Company
    located at One Tower Square, Hartford, Connecticut.  All correspondence
    concerning this contract should be sent to the attention of
    Annuity Services.

(q) SURRENDER DATE - The date We receive Your Written Request for a
    surrender or the date You request the surrender to be effective,
    if later.

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

(s) WRITTEN REQUEST - A written form satisfactory to Us and
    received at Our Office.

(t) YOU, YOUR - The Contract Owner.  The Contract Owner is the person
    or entity named as such on the Contract Specifications page.



                          PURCHASE PAYMENT

PURCHASE PAYMENT - The Purchase Payment is shown on the Contract
Specifications page. The Purchase Payment is payable at Our Office.
We reserve the right to limit the amount of the Purchase Payment which
will be accepted.

PREMIUM TAX - The amount of tax, if any, charged by the state
or municipality on a Purchase Payment, on the Cash Value upon surrender,
or on the amount applied to elect an annuity.  We will deduct any
applicable Premium Tax from the Cash Value either upon death, surrender,
annuitization or at the time the Purchase Payment is made, but no
earlier than when We have a tax liability under state law.



                    CONTRACT CONTROL PROVISIONS

ALLOCATION OF PURCHASE PAYMENT

The Purchase Payment (less applicable Premium Tax, if any) will be
allocated to an account established by Us for the Contract Owner(s) of
those contracts. A Contract Owner's Account Value will be determined
in accordance with the terms of this contract.

OWNER

This contract belongs to the Contract Owner shown on the Contract
Specifications page. As Contract Owner, you have sole power during the
Annuitant's lifetime to exercise any rights and to receive all benefits given
in this contract provided You have not named an irrevocable Beneficiary
and provided the contract is not assigned.

You will be the recipient of all payments while the Annuitant is alive
unless you direct them to an  alternate recipient under a recorded
payment direction.  An alternate recipient under a payment direction
does not become the Contract Owner.  A payment direction is revocable
by you at any time by Written Request giving 30 days advance notice.

CREDITOR CLAIMS

To the extent permitted by law, no right or benefit of the Contract Owner or
Beneficiary  under this contract is subject to the claims of creditors or to
any legal process except as may be provided by an assignment.

BENEFICIARY

The Beneficiary is the party named in a Written Request.  The Beneficiary
has the right to receive any remaining contractual benefits upon the
death of the Annuitant, or under certain circumstances, upon
the death of the Contract Owner.  If there is more than one Beneficiary
surviving the Annuitant, the Beneficiaries will share equally in benefits
unless different shares are recorded with Us in a Written Request prior to
the death of the Annuitant.

Unless an irrevocable Beneficiary has been named, you have the right
to change any Beneficiary by Written Request during the lifetime of
the Annuitant and while the contract continues.

Once a change in Beneficiary is recorded by Us, it will take effect
on that date or on the date requested, if later subject to any payment
made or other actions taken by Us before the recording.

If no Beneficiary has been named by You, or if no Beneficiary is living
when the Annuitant dies, the interest of any Beneficiary will pass:

(a) if You are living, to You; or

(b) if You have died, to Your estate.

ANNUITANT

The Annuitant is the individual shown on the Contract Specifications
page on whose life the first annuity payment is made.  The Annuitant
may not be changed after the Contract Date.



             CREDITING OF INTEREST AND GUARANTEE PERIODS

The Purchase Payment (less surrenders made and less applicable Premium
Tax, if any) will earn interest at the initial Guaranteed Interest
Rate during the initial Guarantee Period.  All interest earned will
be credited daily.  This compounding effect is reflected in the Guaranteed
Interest Rates.

Within 60 days of the end of any Guarantee Period, We will notify
the Contract Owner about selecting a subsequent Guarantee Period.  If
no election is made, the Automatic Renewal Guarantee Period as stated
on the Contract Specifications page will commence, unless the Contract
Owner has:

(a) submitted a Written Request for a full surrender within 30 days
prior to the end of the current Guarantee Period; or

(b) elected by Written Request a Guarantee Period of a different duration
from among those offered by Us at any time within 30 days prior to
the end of the current Guarantee Period; or

(c) selected a subsequent Guarantee Period that extends beyond the
Annuity Commencement Date then in effect.  In this case, We will automatically
establish a subsequent Guarantee Period that will end nearest to the
Annuity Commencement Date then in effect, unless the Contract Owner elects
by Written Request a subsequent Guarantee Period of shorter duration.

At any time during the Automatic Renewal Guarantee Period, the Contract Owner
may transfer to a Guarantee Period of a different duration without incurring
a surrender charge or Market Value Adjustment.

The Account Value at the beginning of any subsequent Guarantee Period
will be equal to the Account Value at the end of the Guaranteed Period
just ending.  The Account Value will earn interest at the subsequent
Guaranteed Interest Rate during the subsequent Guarantee Period.  This
rate will be at least equal to the Guaranteed Interest Rate being
credited to Purchase Payments for new contracts at the time the Guaranteed
Interest Rate is determined.



                        MARKET VALUE ADJUSTMENT



This contract contains a Market Value Adjustment formula.  The formula
may result  in upward or downward adjustments in the amount payable
on any full or partial surrender made prior to the end of any Guarantee
Period.  Details of the Market Value Adjustment formula are described
on the Contract Specifications page.

The Market Value Adjustment formula will not be applied when You submit
a Written Request for:

(a) a full or partial surrender at the end of any Guarantee Period
if We receive the request during the 30 day period preceding the end
of such Guarantee Period; or

(b) any interest credited during the previous Contract Year.



               TRANSFER BETWEEN GUARANTEE PERIODS



Once each Contract Year after the first year, the Contract Owner may elect
by Written Request to transfer out of the current Guarantee Period and into a
Guarantee Period of a different duration.  At that time, a new Guarantee
Period will be established for the duration chosen by You, and the
Account Value at the beginning of the new Guarantee Period will equal
the Market Adjusted Value for the current Guarantee Period at the
time of the transfer.  We reserve the right to charge for any such
transfer by reducing the Account Value at the beginning of the new
Guarantee Period by an amount not to exceed $50.00.

Surrender charges will continue to be based on the appropriate Contract
Year as determined from the original Contract Date.


TERMINATION PROVISIONS

GENERAL SURRENDERS

Full and partial surrenders may be made under this contract at any
time.  A surrender charge may be assessed on surrenders as stated
on the Contract Specifications page.

SPECIAL SURRENDERS

A full or partial surrender made at the end of a Guarantee Period
may be subject to a surrender charge as set forth on the Contract
Specifications page.  A Market Value Adjustment will not be applied.  A
request for a surrender at the end of a Guarantee Period must be received
by Written Request during the 30 day period preceding the end of such
Guarantee Period.

No surrender charges will apply at the end of a Guarantee
Period of at least three years or at the end of a Guarantee Period of
one or two years after the third Contract Year.

In addition, if You notify Us by Written Request, We will send You
any interest credited during the previous Contract Year.  No surrender
charge or Market Value Adjustment will be imposed on such interest
payments.

TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

This contract may not be surrendered after the commencement of annuity
payments.

PAYMENT UPON SURRENDER - DEFERRAL OF PAYMENT

We may defer payment of a partial or full surrender request for up
to six months from the date of the request.  If payment is deferred
for more than 30 days from the date the request is received, We will
pay interest of 3 1/2% on the amount deferred.

DEATH BENEFIT

If the Annuitant or Contract Owner dies prior to the Annuity Commencement
Date, the death benefit will be payable to the Beneficiary as determined
under the Control Provisions.  The death benefit equals the Account
Value as of the date We receive written notification of Due Proof
of Death.

The death benefit will be due and payable within a reasonable period
of time (not to exceed 6 months) after the date of Our receipt of
Due Proof of Death.  The death benefit may be taken in one sum or
under any of the settlement options then being offered by Us.



                        SETTLEMENT PROVISIONS

ANNUITY BENEFIT

On the Annuity Commencement Date, unless directed otherwise, We will
apply the Cash Value or any part thereof less any applicable Premium
Tax (subject to a $2000 minimum unless We consent to a lesser amount),
to purchase the monthly income payments according to the Annuity Option
elected.  If the Annuity Commencement Date coincides with the end
of any Guarantee Period, no Market Value Adjustment will be applied
in the determination of the monthly income payments.  No surrender
charge will be applied upon annuitization.

You, or in the event You have not done so, the Beneficiary after the
death of the Annuitant, may elect, in lieu of payment in one sum,
any amount (but not less than $2000, unless We consent to a lesser
amount) or part thereof due by Us under this contract to the Beneficiary
will be applied under any of the options described below.  Such election
must be made within one year after the death of the Annuitant by written
notice to Our Office.

In no event will the annuity benefit, at the time of its commencement,
be less than that which would be provided by applying the greater
of the Cash Value or 95 percent of what the Cash Value would be with
no surrender charge, to purchase a single premium immediate annuity
contract offered by Us or one of Our affiliates at the time to the
same class of annuitants.

ELECTION OF ANNUITY OPTIONS

You may elect any of the Annuity Options described below or any other
Annuity Option being offered by Us at the time of annuitization.  In
the absence of such election, the fourth option providing a joint
and last survivor annuity will apply.

Election of any of these options must be made by Written Request received
by Us at least 30 days prior to the date such election is to become
effective.

DATE OF PAYMENT

The first payment under any option shall be made on the Annuity Commencement
Date.  Subsequent payments shall be made on the same day of each month
in accordance with the manner of payment selected.



DEATH OF ANNUITANT

In the event of the death of the Annuitant while receiving annuity
payments, the present values of the current dollar amount on the date
of death of any remaining guaranteed number of payments will be paid
in one sum to the Beneficiary unless other provisions have been made
and approved by Us.  However, if the Contract Owner was also the Annuitant, any
method of distribution must provide that any amount payable as a death
benefit will be distributed at least as rapidly as under the method
of distribution in effect at the Contract Owner's death.

Calculations of such present value of the guaranteed payments remaining
will be based on the interest rate that is used by Us to determine
the amount of each certain payment.

ANNUITY OPTIONS

Option 1.  Life Annuity - An annuity payable monthly during the lifetime
of the Annuitant, ceasing with the last payment due prior to the death
of the Annuitant.

Option 2. Life Annuity with 120, 180, or 240 Monthly Payments Certain
- - An annuity providing monthly income to the Annuitant for a guaranteed
period of 120 months, 180 months, or 240 months (as selected), and
for as long thereafter as the Annuitant shall live.

Option 3.  Cash Refund Life Annuity - An annuity payable monthly during
the lifetime of the Annuitant, ceasing with the last payment  due
prior to the death of the Annuitant provided that, at the death of
the Annuitant, the Beneficiary will receive an additional payment
equal to the excess, if any, of (a) over (b) where:  (a) is the Cash
Value applied on the Annuity Commencement Date under this option;
and (b) is the dollar amount of annuity payments already paid.

Option 4.  Joint and Last Survivor Annuity - An annuity payable monthly
during the joint lifetime of the Annuitant and a secondary payee,
and thereafter during the remaining lifetime of the survivor, ceasing
with the last payment prior to the death of the survivor.

Option 5.  Payments for a Designated Period - An amount payable monthly
for the guaranteed number of years selected which may be from 5 to
30 years.

Option 6.  Annuity Proceeds Settlement Option - Proceeds from the
death benefit's left with Us for a period not to exceed five years
from the date of the Contract Owner's death prior to the Annuity Commencement
Date.  The proceeds will remain in the same Guarantee Period and continue to
earn the same Guaranteed Interest Rate as at the time of death.  If
the Guarantee Period ends before the end of the five year period,
the Beneficiary may  elect a new Guarantee Period with a duration
closest to but not to exceed the time remaining in the period of five
years from the date of the Contract Owner's death.  Full or partial
surrenders may be made at any time.  In the event of surrender the remaining
Cash Value will equal the proceeds left with Us, minus any surrenders or
applicable Premium Tax, plus any interest earned.  A Market Value
Adjustment will be applied to all surrenders except those occurring
at the end of a Guarantee Period.  This option is only available to
Beneficiaries.

ANNUITY TABLES

The attached tables show the dollar amount of the monthly payments
for each $1000 applied under the five options.  Under Option 1, Option
2 or Option 3, the amount of each payment will depend upon the age
of the Annuitant at the time the first payment is due.  Under Option
4, the amount of each payment will depend upon the ages of both payees
at the time the first payment is due.

MINIMUM PAYMENT

The option elected must result in a payment of at least $20.00.  If
at any time payments are less that $20.00, We have the right to change
the frequency to an interval resulting in a payment of at least $20.00.  If
any amount due is less than $20.00 per year, We may make other arrangements
that are equitable to the Annuitant.


                                 GENERAL PROVISIONS



THE CONTRACT

The entire contract between You and Us consists of the contract and
all attached pages.



CONTRACT CHANGES

The only way this contract may be changed is by a written endorsement
signed by one of Our officers.



MISSTATEMENT

If Your or the Annuitant's date of birth was misstated, all benefits
of this contract are what the Purchase Payment paid would have purchased
at the correct age.  Proof of the Annuitant's and Your ages may be
filed at any time at the Our Office.



INCONTESTABILITY

We will not contest this contract from its Contract Date.



REQUIRED REPORTS

We will provide a report to You as often as required by law, but at
least once in each Contract Year before the due date of the first
annuity payment.



MORTALITY AND EXPENSES

Our actual mortality and expense experience will not affect the amount
of any annuity payments or any other values under this contract.



NON-PARTICIPATING

This contract does not share in Our surplus earnings, so You will
receive no dividends under it.



CONFORMITY WITH STATE AND FEDERAL LAWS

This contract is governed by the law of the state in which it is issued
for delivery.  Any paid-up annuity, Cash Surrender or death benefits that
are available under this contract are not less than the minimum benefits
required by the statutes of that state.

Upon receiving appropriate state approval, We may at any time make
any changes, including retroactive changes, in this 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 We or
You are subject.



                                   SINGLE PREMIUM

                   INDIVIDUAL MODIFIED GUARANTEED ANNUITY CONTRACT

                                    TAX QUALIFIED








                                  NON-PARTICIPATING







                                    ENDORSEMENTS



TAX SHELTERED ANNUITY QUALIFICATION RIDER



This endorsement is made a part of this contract in order to comply
with Section 403(b) of the Internal Revenue Code.  The following conditions,
restrictions and limitations apply.

OWNERSHIP - NONTRANSFERABLE

You may not sell, assign, or discount this contract or pledge this
contract as collateral for a loan or as security for the performance
of an obligation or for any other purpose, to any person or organization
other than to Us.  This provision supersedes any provisions of the
contract which may be inconsistent with it.

ELECTIVE DEFERRAL CONTRIBUTION LIMITS

In order to meet the qualification requirements of Code Section 403(b),
elective deferral contributions may not exceed the limitations in
effect under Code Section 402(g).

This rule is an individual limitation that applies to all elective
deferral plans, contracts or arrangements in the aggregrate.

WITHDRAWAL RESTRICTIONS

To qualify as a contract which can defer compensation under a Code
Section 403(b) plan or arrangement, the withdrawal restrictions under
Code Section 403(b)(11) must be met.

Withdrawals attributable to contributions made pursuant to a salary
reduction agreement may be paid only upon or after attainment of age
59 1/2, separation from service, death, total or permanent disability
(as defined in Code Section 72(m)(7)) or in the case of hardship (as
defined in the Treasury Regulations).  The hardship exception applies
only to the salary reduction contribution and not to any income attributable
to such contribution.

These withdrawal restrictions apply to years beginning after December
31, 1988 but only with respect to assets other than those assets held
as of the close of the last year beginning before January 1, 1989.

If contributions attributable to a custodial account described in
Section 403(b)(7) of the Code are transferred to this contract, the
following conditions, restrictions and limitations apply.

Withdrawals attributable to these transferred contributions may be
paid only upon or after attainment of age 59 1/2, separation from
service, death, or total and permanent disability (as defined in Code
Section 72(m)(7)).

Withdrawals on account of hardship may be made only with respect to
assets attributable to a custodial account as of the close of the
last year beginning before January 1, 1989 and amounts contributed
thereafter under a salary reduction agreement but not to any income
attributable to such contributions.

MANDATORY DISTRIBUTION REQUIREMENTS

In order to meet the qualification requirements of Code Section 403(b),
all plans must meet the required mandatory distribution rules in Code
Section 401(a)(9).

Code Section 401(a)(9) states that a plan will not be qualified unless
the entire interest of each employee is distributed to such employee
not later than the "required beginning date" or over the life or life
expectancy of such employee or over the lives or joint life expectancy
of such employee and a designated Beneficiary.  Generally, the "required
beginning date" means April 1 of the calendar year following the calendar
year in which the employee attains age 70 1/2.

If the employee dies before his/her entire interest has been distributed,
the remaining interest must be paid out at least as rapidly as it
was being paid out under the method of payment in effect at the time
of death.  If the employee dies before the distribution of his/her
entire interest has begun, the entire interest must be distributed
within five years after the employee's death or an annuity payable
over no longer than life or life expectancy must be distributed to
an electing designated Beneficiary starting within one year of the
employee's death.  A spousal designated Beneficiary may elect to defer
distributions until the employee would have attained the age of 70
1/2.

ELIGIBLE ROLLOVERS AND OTHER ROLLOVERS

To the extent You are otherwise eligible for a distribution under
this contract, and provided the distribution is an eligible rollover
distribution, You may elect to have such distribution or a portion
of it paid directly to an eligible retirement plan.  You must specify
the eligible retirement plan to which such distribution is to be paid
in a form and at such time acceptable to Us.  Such distribution shall
be made in the form of a direct transfer to the eligible retirement
plan so specified.  Contract surrender penalties and/or market value
adjustments may apply to all rollovers.

Previously taxed amounts in this contract are not eligible for rollover.
Amounts that are rolled over are not taxed generally until later distributed.
An eligible rollover distribution includes generally any taxable distribution
or portion thereof from this contract except:



a. any distribution which is one of a series of substantially
equal periodic payments made not less frequently than annually and
made to You for life or life expectancy or to You and Your joint life
beneficiary for joint lives or life expectancies, or for a specified
period of 10 years or more, or

b. any distribution which is a required distribution as described
above under "MANDATORY DISTRIBUTION REQUIREMENTS".

An eligible retirement plan includes an individual retirement annuity
or account described in Code Section 408.  It also includes a qualified
annuity plan under Code Section 403(a) or a qualified trust under
Code Section 401(a), or a tax sheltered annuity plan or arrangement
under Code Section 403(b), provided they accept eligible rollovers
and are defined contribution plans.

If You receive a distribution that is eligible for rollover but You
receive the check directly, then mandatory income tax withholding
will be taken from the distribution.  You may roll over the balance
to an individual retirement annuity or account within 60 days of receipt,
and may make up the amount withheld from other sources in the rollover
in order to roll over the maximum without possible early distribution
tax penalty on the amount of the tax withholding.



ADMINISTRATIVE COMPLIANCE

If changes in the Code and related law, regulations and rulings require
a distribution greater than described above in order to keep this
annuity qualified under the Code, We will administer the contract
in accordance with these laws, regulations and rulings.  We will provide
you with a revised rider describing any necessary changes, following
all required regulatory approvals.



                                      THE TRAVELERS  LIFE AND ANNUITY COMPANY







                                                              Chairman



                  INDIVIDUAL RETIREMENT ANNUITY QUALIFICATION RIDER

As requested by the You, this contract is amended as follows to qualify
as an Individual Retirement Annuity (IRA) under Section 408(b) of
the Internal Revenue Code of 1986, as amended.

I.    EXCLUSIVE BENEFIT
      -----------------

This contract is established for the exclusive benefit of You or Your
Beneficiaries.

II.   PROHIBITION OF ASSIGNMENT OR LOAN
      ---------------------------------

This contract shall not be pledged or otherwise encumbered and it
shall not be sold, assigned or otherwise transferred to any person
or entity other than Us.  No loans shall be made under this contract.

III.  LIMITATION ON PURCHASE PAYMENTS
      -------------------------------

Notwithstanding the provisions of the contract and except in the case
of a rollover contribution (as permitted by Section 402(c), 403(a)(4),
403(b)(8), or 408(d)(3) of the  Code) or a contribution made in accordance
with the terms of a Simplified Employee Pension (SEP) program as described
in Section 408(k) of the Code, the total contributions shall not exceed
the lesser of $2,000 or 100% of compensation for any taxable year.
In the case of a spousal IRA, the maximum contribution shall not exceed
the lesser of $2,250 or 100% of compensation, but no more than $2,000
can be contributed to either spouse's IRA. In the case of a Simplified
Employee Pension Plan qualifying under Section 408(k), the annual
contribution under the contract may not exceed the lesser of $30,000
or 15% of compensation. No contribution will be accepted unless it
is in cash.

The Purchase Payment under this contract is not fixed. Any refund
of Purchase Payment (other than those attributable to excess contributions)
will be applied, before the close of the calendar year following the
year of the refund.

IV.  COMPENSATION
     ------------

Compensation means wages, salaries, professional fees, or other amounts
derived from or received from personal service actually rendered (including,
but not limited to, commissions) and includes earned income as defined
in Code Section 401(c)(2). Compensation does not include amounts received
as earnings or profits from property or amounts not includible in
gross income. Compensation also does not include any amount received
as a pension or annuity or as deferred compensation. The term "compensation"
shall include any amount includible in the individual's gross income
under Code Section 71 with respect to a divorce or separation instrument.

V.  DISTRIBUTION OF BENEFITS
    ------------------------

Notwithstanding any provision of this contract to the contrary, the
distribution of an individual's interest shall be made in accordance
with the minimum distribution requirements of Section 408(a)(6) or
Section 408(b)(3) of the Code and the regulations thereunder, including
the incidental death benefit provisions of Section 1.401(a)(9)-2 of
the proposed regulations, all of which are herein incorporated by
reference.

Your entire interest in the account must be distributed, or begin
to be distributed, by Your required beginning date, which is the April
1 following the calendar year in which You reach age 70 1/2. For each
succeeding year, a distribution must be made on or before December
31. By the required beginning date You may elect to have the balance
in the account distributed in one of the following forms:

1.   a single sum payment;

2.   equal or substantially equal payments over Your life;

3.   equal or substantially equal payments over the lives of
     You and Your designated Beneficiary;

4.   equal or substantially equal payments over a specified period
     that may not be longer than Your life expectancy;

5.   equal or substantially equal payments over a specified period
     that may not be longer than the joint life and last survivor expectancy
     of You and Your designated Beneficiary.



Minimum Amounts to be Distributed.
- ----------------------------------

If Your interest is to be distributed in other than a lump sum or
substantially equal amounts as discussed above, then the amount to
be distributed each year, commencing at Your required beginning date,
must be at least an amount equal to the quotient obtained by dividing
Your entire interest by Your life expectancy or the joint and last
survivor expectancy of You and Your designated Beneficiary.



Life expectancy and joint and last survivor expectancy are computed
by use of the return multiples contained in section 1.72-9 of the
Income Tax Regulations. For purposes of this computation, the Your
life expectancy may be recalculated no more frequently than annually;
however, the life expectancy of a nonspouse Beneficiary may not be
recalculated.

If Your designated Beneficiary is not Your spouse, then the minimum
amount required to be distributed shall be the greater of the amount
determined above, or the amount determined under the incidental benefit
rules set forth in Treasury Regulation Section 1.401(a)(9)-2.

VI.  DEATH
     -----

If You die before Your entire interest is distributed, the entire
remaining interest will be distributed as follows:

   1.   If You die on or after distributions have begun under the
        DISTRIBUTION OF BENEFITS section, the entire remaining interest must
        be distributed at least as rapidly as provided under the DISTRIBUTION
        OF BENEFITS section.

   2.   If You die before distributions have begun under the DISTRIBUTION
        OF BENEFITS section, the entire remaining interest must be distributed
        as elected by You, or, if You have not so elected, as elected by the
        Beneficiary or Beneficiaries, as follows:

         a. by December 31st of the year containing the fifth anniversary
            of Your death; or

         b. in equal or substantially equal payments over the life or
            life expectancy of the designated Beneficiary or Beneficiaries
            starting by December 31st of the year following the year of Your
            death. If, however, the Beneficiary is Your surviving spouse, then
            this distribution is not required to begin before December 31st of
            the year in which You would have turned 70 1/2.

If Your surviving spouse dies before distributions begin, he or she
shall be treated as the IRA Contract Owner and the restrictions in
the preceding paragraph shall apply.

Unless otherwise elected by You prior to the commencement of distributions
under the DISTRIBUTION OF BENEFITS section or, if applicable, by the
surviving spouse where You die before distributions have commenced,
life expectancies of You or Your spousal Beneficiary shall be recalculated
annually for purposes of distributions under the DISTRIBUTION OF BENEFITS
section and the DEATH section. An election not to recalculate shall
be irrevocable and shall apply to all subsequent years. The life expectancy
of a non-spouse Beneficiary shall not be recalculated.

VII.  ALTERNATIVE CALCULATION METHOD
      ------------------------------

An individual may satisfy the minimum distribution requirements under
section 408(a)(6) and 408(b)(3) of the Code by receiving a distribution
for one IRA that is equal to the amount required to satisfy the minimum
distribution requirements for two or more IRAs. For this purpose,
the owner of two or more IRAs may use the "alternative method" described
in Notice 88-38, 1988-1 C.B. 524, to satisfy the minimum distribution
requirements described above.

VIII. NONFORFEITABLE
       --------------

Your entire interest in this contract is nonforfeitable.

IX.   NONTRANSFERABLE
      ---------------

This contract is not transferable.

X.    ROLLOVERS
      ---------
    A.  Subject to subparagraphs (B) and (C) hereof, and the limitations
        stated in the contract, you may transfer to this contract your interest
        in any of the following:

        1. the entire amount, or any portion thereof, under any other
           individual retirement account or individual retirement annuity
           qualified under Section 408 of the Code;

        2. the entire amount, or any portion thereof, excluding nondeductible
           employee voluntary contributions, under a trust described in Section
           401(a) of the Code which is exempt from tax under Section 501(a) of
           the Code or under a qualified annuity plan described in Section
           403(a) of the Code.

        3. the entire amount or any portion thereof to which you are
           entitled under a tax sheltered annuity described in Section 403(b)
           of the Code, excluding nondedctible employee voluntary
           contributions.

        4. distributions You roll over from retirement plans or arrangements
           described in A.2. and A.3. above to this contract must be completed
           by means of a direct transfer or rollover in accordance with Code
           Section 401(a)(31) in order to avoid mandatory 20% income tax
           withholding from the distribution and a possible 10% additional tax
           penalty under Code Section 72(t). You may replace amounts withheld
           from other sources to complete the full rollover, but the 10%
           penalty may continue to be due, if you do not specify that the
           transfer of the distribution be conducted by direct transfer or
           rollover.

     B.  You shall not make a rollover under subparagraph (A)(1)
         hereof during the 12 month period commencing on the date you last
         made a rollover contribution of the type described in subparagraph
         (A)(1).

     C.  We must receive any amount which qualifies for a rollover
         within 60 days after You receive the distribution.

XI.   DISTRIBUTIONS PRIOR TO AGE 59 1/2
      ---------------------------------

      Except in the event of Your death, disability or attainment of age
      59 1/2, We must receive from You a declaration of Your intention
      as to the disposition of the amounts distributed before making any
      distribution from this contract.

XII.  REPORTS
      -------

      As the issuer of this contract, We will furnish reports concerning
      the status of the annuity at least annually.

XIII. DISABILITY PAYMENTS
      -------------------

If the contract contains a Rider for waiver of premium and disability
payment benefits, any disability payments provided for in the Contract
Specifications will be applied as a purchase payment under the contract.

XIV.  AMENDMENT
      ---------

This contract may be amended by Us at any time to maintain its qualified
status under Section 408(b) of the Code, following all required regulatory
approvals. Any such amendment may be made retroactively effective
if necessary or appropriate to conform to the requirements of the
Code (or any State law granting IRA tax benefits.)



                                     THE TRAVELERS LIFE AND ANNUITY COMPANY







                                                          Chairman



DISTRIBUTION FROM A PENSION/PROFIT SHARING PLAN QUALIFICATION RIDER

The following conditions, restrictions and limitations apply to this contract
if it has been issued as an annuity contract as described in Section 401(g)
of the Internal Revenue Code.

OWNERSHIP - NON-TRANSFERABLE

You may not sell, assign, or discount this contract or pledge this contract as
collateral for a loan or as security for the performance of an obligation or
for any other purpose, to any person or organization other than Us; provided,
however, the restrictions of this provision will not apply to the Trustee of
any Trust described in Section 401(a) or the Administrator of any Annuity Plan
described in Section 403(a) of the Code.  This provision supersedes any
provisions of the contract which may be inconsistent with it.

MANDATORY DISTRIBUTION RESTRICTIONS

In order to meet the qualification requirements of Code Section 401(a), all
plans must meet the required mandatory distribution rules in Code Section
401(a)(9).

Code Section 401(a)(9) states that a plan will not be qualified unless the
entire interest of each employee is distributed to such employee no later than
the "required beginning date" or over no longer than the life or life
expectancy of such employee or the lives or joint life expectancy of such
employee and a designated Beneficiary.  Generally, the "required beginning
date" means April 1 of the calendar year following the calendar year in which
the employee attains age 70 1/2.

If the employee dies before his/her entire interest has been distributed, the
remaining interest must be paid out at least as rapidly as under the method of
payment in effect at the time of death. If the employee dies before the
distribution of his/her entire interest has begun, the entire interest must be
distributed within five years after the employee's death or an annuity payable
over no longer than life or life expectancy must be distributed to an electing
designated Beneficiary starting within one year of the employee's death.  A
spousal designated Beneficiary may elect to defer distributions until the
employee would have attained the age of 70 1/2.

ANNUITIES DISTRIBUTED UNDER QUALIFIED PLANS

If the applicant for this contract requested that it be issued to comply with
Section 401(a) of the Code, and this contract has subsequently been transferred
to the Annuitant, the following conditions, restrictions and limitations apply
to this contract in addition to the above.

Spousal Consent

Death Benefit - If the Annuitant dies while the contract continues and the
Annuitant has a spouse at the time of the Annuitant's death, We will pay the
death benefit to a person other than the spouse of the Annuitant only if proof
of spousal consent, which meets the requirements of Section 417 of the Code,
is furnished to Us.

If the Beneficiary is not the spouse and such spousal consent is not furnished,
We will pay 50% of the death benefit to the  spouse.  We will pay the balance
of the death benefit to the Beneficiary.

Cash Surrender - Before the due date of the first Annuity Payment, 1) if You do
not have a spouse and without the consent of any Beneficiary unless irrevocably
named; or, 2) if You do have a spouse then only with the written consent of
Your spouse, as required by Section 417 of the Code;  We will pay to You all or
any portion of the Cash Surrender Value of the contract  upon receipt of your
Written Request for it.

Settlement Option - If the Annuitant is living on the Maturity Date, payment
must be made in accordance with Option 4 under ANNUITY OPTIONS unless you elect
another form of annuity option and furnish us a qualified election which meets
the requirements of Section 417 of the Code.

                                       THE TRAVELERS LIFE AND ANNUITY COMPANY





                                                         Chairman


                                                        EXHIBIT 5











                                             March 27, 1995


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


Gentlemen:

     With reference to the Registration Statement on Form S-2 filed
by  The Travelers Life and Annuity Company with the Securities  and
Exchange Commission covering Modified Guaranteed Annuity contracts,
I  have  examined such documents and such law as I have  considered
necessary and appropriate, and on the basis of such examination, it
is my opinion that:

        1.   The  Travelers  Life  and  Annuity  Company  is   duly
        organized  and  existing under the laws  of  the  State  of
        Connecticut  and has been duly authorized  to  do  business
        and  to  issue variable annuity contracts by the  Insurance
        Commissioner of the State of Connecticut.

        2.  The  modified guaranteed annuity contracts  covered  by
        the   above  Registration  Statement,  and  all  pre-   and
        post-effective amendments relating thereto,  have  been  or
        will  be  approved  and  authorized by  the  Insurance
        Commissioner of the State of Connecticut and when issued  such
        contracts  will be valid, legal and binding obligations  of
        The Travelers Life and Annuity Company.

    I hereby consent to the filing of this opinion as an exhibit to
the above-referenced Registration Statement and to the reference to
this  opinion under the caption "Legal Proceedings and Opinion"  in
the Prospectus constituting a part of the Registration Statement.

                                 Very truly yours,


                                /s/Ernest J. Wright
                             ----------------------
                             Ernest J. Wright
                             General Counsel
                             Life and Annuities Division
                             The Travelers Life and Annuity Company










                                             March 27, 1995


The Travelers Insurance Company
One Tower Square
Hartford, Connecticut  06183


Gentlemen:

     With reference to the Registration Statement on Form S-2 filed
by The Travelers Insurance Company with the Securities and Exchange
Commission covering Modified Guaranteed Annuity contracts,  I  have
examined such documents and such law as I have considered necessary
and  appropriate, and on the basis of such examination,  it  is  my
opinion that:

        1.  The  Travelers Insurance Company is duly organized  and
        existing  under  the laws of the State of  Connecticut  and
        has  been  duly  authorized to do  business  and  to  issue
        variable  annuity  contracts by the Insurance  Commissioner
        of the State of Connecticut.

        2.   The  Limited  Guarantee  of  the  modified  guaranteed
        annuity   contracts  covered  by  the  above   Registration
        Statement,  and  all  pre-  and  post-effective  amendments
        relating  thereto,  have  been  or  will  be  approved  and
        authorized  by the Insurance Commissioner of the  State  of
        Connecticut  and  when  issued such  Guarantee  will  be a
        valid,  legal  and  binding  obligation  of  The  Travelers
        Insurance Company.

    I hereby consent to the filing of this opinion as an exhibit to
the above-referenced Registration Statement and to the reference to
this  opinion under the caption "Legal Proceedings and Opinion"  in
the Prospectus constituting a part of the Registration Statement.

                                 Very truly yours,


                                 /s/Ernest J. Wright
                                 -------------------
                                 Ernest J. Wright
                                 General Counsel
                                 Life and Annuities Division
                                 The Travelers Insurance Company


                                                        EXHIBIT 24






              MODIFIED GUARANTEED ANNUITY CONTRACTS
                            "MGA II"


                        POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


      That  I,  Charles  O.  Prince, III of Weston,  Connecticut,
director of The Travelers Life and Annuity Company (hereafter the
"Company"),  do  hereby  make,  constitute  and  appoint  JAY  S.
FISHMAN,  Director and Chief Financial Officer of  said  Company,
and  ERNEST  J. WRIGHT, Assistant Secretary of said  Company,  or
either   one   of   them  acting  alone,  my  true   and   lawful
attorney-in-fact,  for me, and in my name, place  and  stead,  to
sign  registration statements on behalf of said Company  on  Form
S-2  or  other appropriate form under the Securities Act of  1933
for  Modified Guaranteed Annuity Contracts to be offered  by  the
Company  and  further,  to sign any and all  amendments  thereto,
including  post-effective amendments, that may be  filed  by  the
Company on behalf of said registrant.

     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day
of February, 1995.



                          /s/Charles O. Prince, III
                          Director
                          The Travelers Life and Annuity Company






               MODIFIED GUARANTEED ANNUITY CONTRACTS
                            "MGA II"


                        POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


      That I, Robert I. Lipp of Scarsdale, New York, director  of
The Travelers Life and Annuity Company (hereafter the "Company"),
do  hereby make, constitute and appoint JAY S. FISHMAN,  Director
and  Chief  Financial  Officer of said  Company,  and  ERNEST  J.
WRIGHT,  Assistant Secretary of said Company, or  either  one  of
them  acting alone, my true and lawful attorney-in-fact, for  me,
and  in my name, place and stead, to sign registration statements
on  behalf of said Company on Form S-2 or other appropriate  form
under  the Securities Act of 1933 for Modified Guaranteed Annuity
Contracts to be offered by the Company and further, to  sign  any
and  all amendments thereto, including post-effective amendments,
that may be filed by the Company on behalf of said registrant.

     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day
of February, 1995.



                          /s/Robert I. Lipp
                          Director
                          The Travelers Insurance Company



              MODIFIED GUARANTEED ANNUITY CONTRACTS
                            "MGA II"

                        POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


      That  I,  MICHAEL  A. CARPENTER of Greenwich,  Connecticut,
Chairman  of  The Travelers Life and Annuity Company (hereinafter
the  "Company"), do hereby make, constitute and  appoint  JAY  S.
FISHMAN,  Director and Chief Financial Officer of  said  Company,
and  ERNEST  J. WRIGHT, Assistant Secretary of said  Company,  or
either   one   of   them  acting  alone,  my  true   and   lawful
attorney-in-fact,  for me, and in my name, place  and  stead,  to
sign  registration statements on behalf of said Company  on  Form
S-2  or  other appropriate form under the Securities Act of  1933
for  Modified Guaranteed Annuity Contracts to be offered  by  the
Company  and  further,  to sign any and all  amendments  thereto,
including  post-effective amendments, that may be  filed  by  the
Company on behalf of said registrant.

     IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day
of February, 1995.



                          /s/Michael A. Carpenter
                          Chairman
                          The Travelers Life and Annuity Company



              MODIFIED GUARANTEED ANNUITY CONTRACTS
                            "MGA II"


                        POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


      That I, Donald T. DeCarlo of Douglaston, New York, director
of The  Travelers  Life  and Annuity Company (hereinafter  the
"Company"), do hereby make, constitute and appoint JAY S. FISHMAN,
Director and Chief Financial Officer of said Company, and  ERNEST
J.  WRIGHT, Assistant Secretary of said Company, or either one of
them  acting alone, my true and lawful attorney-in-fact, for  me,
and  in my name, place and stead, to sign registration statements
on  behalf of said Company on Form S-2 or other appropriate  form
under  the Securities Act of 1933 for Modified Guaranteed Annuity
Contracts to be offered by the Company and further, to  sign  any
and  all amendments thereto, including post-effective amendments,
that may be filed by the Company on behalf of said registrant.

      IN  WITNESS WHEREOF, I have hereunto set my hand this 10th
day of April, 1995.



                          /s/ Donald T. DeCarlo
                          Director
                          The Travelers Life and Annuity Company






              MODIFIED GUARANTEED ANNUITY CONTRACTS
                            "MGA II"


                        POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


     That I, Irwin R. Ettinger of Stamford, Connecticut, director
of  The Travelers Life and Annuity Company (hereinafter the  "Company"),
do hereby make, constitute and appoint JAY S. FISHMAN,
Director and Chief Financial Officer of said Company, and  ERNEST
J.  WRIGHT, Assistant Secretary of said Company, or either one of
them  acting alone, my true and lawful attorney-in-fact, for  me,
and  in my name, place and stead, to sign registration statements
on  behalf of said Company on Form S-2 or other appropriate  form
under  the Securities Act of 1933 for Modified Guaranteed Annuity
Contracts to be offered by the Company and further, to  sign  any
and  all amendments thereto, including post-effective amendments,
that may be filed by the Company on behalf of said registrant.

      IN  WITNESS WHEREOF, I have hereunto set my hand this  13th
day of February, 1995.



                          /s/Irwin R. Ettinger
                          Director
                          The Travelers Life and Annuity Company