POWER OF ATTORNEY

                                      (Form S-3)


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of 
Travelers Group Inc., a Delaware corporation (the "Company"), does hereby 
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, 
III, and each of them, the true and lawful attorneys-in-fact and agents of 
the undersigned, to do or cause to be done any and all acts and things and to 
execute any and all instruments and documents which said attorneys-in-fact 
and agents, or any of them, may deem advisable or necessary to enable the 
Company to comply with the Securities Act of 1933, as amended (the 
"Securities Act"), and any rules, regulations and requirements of the 
Securities and Exchange Commission in respect thereof, in connection with the 
registration under the Securities Act of preferred stock, common stock, 
junior subordinated debt securities, guarantees of trust preferred securities 
and certain back-up obligations, in each case of the Company, and the trust 
preferred securities of certain related trusts (collectively, the 
"Securities"), including specifically, but without limiting the generality of 
the foregoing, power and authority to sign, in the name and on behalf of the 
undersigned as a director of the Company, a Registration Statement on Form 
S-3, a registration statement under Rule 462(b) of the Securities Act, or 
another appropriate form in respect of the registration of the Securities and 
any and all amendments thereto, including post-effective amendments, and any 
instruments, contracts, documents or other writings of which the originals or 
copies thereof are to be filed as a part of, or in connection with, any such 
Registration Statement or amendments, and to file or cause to be filed the 
same with the Securities and Exchange Commission, and to effect any and all 
applications and other instruments in the name and on behalf of the 
undersigned which said attorneys-in-fact and agents, or any of them, deem 
advisable in order to qualify or register the Securities under the securities 
laws of any of the several States; and the undersigned does hereby ratify all 
that said attorneys-in-fact or agents, or any of them, shall do or cause to 
be done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned has signed these presents this 14th
day of May, 1997.



                                               /s/ C. Michael Armstrong
                                             -------------------------------
                                                     (Signature)






                                 POWER OF ATTORNEY

                                      (Form S-3)


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of 
Travelers Group Inc., a Delaware corporation (the "Company"), does hereby 
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, 
III, and each of them, the true and lawful attorneys-in-fact and agents of 
the undersigned, to do or cause to be done any and all acts and things and to 
execute any and all instruments and documents which said attorneys-in-fact 
and agents, or any of them, may deem advisable or necessary to enable the 
Company to comply with the Securities Act of 1933, as amended (the 
"Securities Act"), and any rules, regulations and requirements of the 
Securities and Exchange Commission in respect thereof, in connection with the 
registration under the Securities Act of preferred stock, common stock, 
junior subordinated debt securities, guarantees of trust preferred securities 
and certain back-up obligations, in each case of the Company, and the trust 
preferred securities of certain related trusts (collectively, the 
"Securities"), including specifically, but without limiting the generality of 
the foregoing, power and authority to sign, in the name and on behalf of the 
undersigned as a director of the Company, a Registration Statement on Form 
S-3, a registration statement under Rule 462(b) of the Securities Act, or 
another appropriate form in respect of the registration of the Securities and 
any and all amendments thereto, including post-effective amendments, and any 
instruments, contracts, documents or other writings of which the originals or 
copies thereof are to be filed as a part of, or in connection with, any such 
Registration Statement or amendments, and to file or cause to be filed the 
same with the Securities and Exchange Commission, and to effect any and all 
applications and other instruments in the name and on behalf of the 
undersigned which said attorneys-in-fact and agents, or any of them, deem 
advisable in order to qualify or register the Securities under the securities 
laws of any of the several States; and the undersigned does hereby ratify all 
that said attorneys-in-fact or agents, or any of them, shall do or cause to 
be done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned has signed these presents this 14th
day of May, 1997.



                                               /s/ Kenneth J. Bialkin
                                             -------------------------------
                                                     (Signature)






                                 POWER OF ATTORNEY

                                      (Form S-3)


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of 
Travelers Group Inc., a Delaware corporation (the "Company"), does hereby 
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, 
III, and each of them, the true and lawful attorneys-in-fact and agents of 
the undersigned, to do or cause to be done any and all acts and things and to 
execute any and all instruments and documents which said attorneys-in-fact 
and agents, or any of them, may deem advisable or necessary to enable the 
Company to comply with the Securities Act of 1933, as amended (the 
"Securities Act"), and any rules, regulations and requirements of the 
Securities and Exchange Commission in respect thereof, in connection with the 
registration under the Securities Act of preferred stock, common stock, 
junior subordinated debt securities, guarantees of trust preferred securities 
and certain back-up obligations, in each case of the Company, and the trust 
preferred securities of certain related trusts (collectively, the 
"Securities"), including specifically, but without limiting the generality of 
the foregoing, power and authority to sign, in the name and on behalf of the 
undersigned as a director of the Company, a Registration Statement on Form 
S-3, a registration statement under Rule 462(b) of the Securities Act, or 
another appropriate form in respect of the registration of the Securities and 
any and all amendments thereto, including post-effective amendments, and any 
instruments, contracts, documents or other writings of which the originals or 
copies thereof are to be filed as a part of, or in connection with, any such 
Registration Statement or amendments, and to file or cause to be filed the 
same with the Securities and Exchange Commission, and to effect any and all 
applications and other instruments in the name and on behalf of the 
undersigned which said attorneys-in-fact and agents, or any of them, deem 
advisable in order to qualify or register the Securities under the securities 
laws of any of the several States; and the undersigned does hereby ratify all 
that said attorneys-in-fact or agents, or any of them, shall do or cause to 
be done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned has signed these presents this 14th
day of May, 1997.



                                               /s/ Joseph A. Califano, Jr.
                                             -------------------------------
                                                     (Signature)






                                 POWER OF ATTORNEY

                                      (Form S-3)


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of 
Travelers Group Inc., a Delaware corporation (the "Company"), does hereby 
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, 
III, and each of them, the true and lawful attorneys-in-fact and agents of 
the undersigned, to do or cause to be done any and all acts and things and to 
execute any and all instruments and documents which said attorneys-in-fact 
and agents, or any of them, may deem advisable or necessary to enable the 
Company to comply with the Securities Act of 1933, as amended (the 
"Securities Act"), and any rules, regulations and requirements of the 
Securities and Exchange Commission in respect thereof, in connection with the 
registration under the Securities Act of preferred stock, common stock, 
junior subordinated debt securities, guarantees of trust preferred securities 
and certain back-up obligations, in each case of the Company, and the trust 
preferred securities of certain related trusts (collectively, the 
"Securities"), including specifically, but without limiting the generality of 
the foregoing, power and authority to sign, in the name and on behalf of the 
undersigned as a director of the Company, a Registration Statement on Form 
S-3, a registration statement under Rule 462(b) of the Securities Act, or 
another appropriate form in respect of the registration of the Securities and 
any and all amendments thereto, including post-effective amendments, and any 
instruments, contracts, documents or other writings of which the originals or 
copies thereof are to be filed as a part of, or in connection with, any such 
Registration Statement or amendments, and to file or cause to be filed the 
same with the Securities and Exchange Commission, and to effect any and all 
applications and other instruments in the name and on behalf of the 
undersigned which said attorneys-in-fact and agents, or any of them, deem 
advisable in order to qualify or register the Securities under the securities 
laws of any of the several States; and the undersigned does hereby ratify all 
that said attorneys-in-fact or agents, or any of them, shall do or cause to 
be done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned has signed these presents this 14th
day of May, 1997.



                                               /s/ Dudley C. Mecum
                                             -------------------------------
                                                     (Signature)






                                 POWER OF ATTORNEY

                                      (Form S-3)


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of 
Travelers Group Inc., a Delaware corporation (the "Company"), does hereby 
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, 
III, and each of them, the true and lawful attorneys-in-fact and agents of 
the undersigned, to do or cause to be done any and all acts and things and to 
execute any and all instruments and documents which said attorneys-in-fact 
and agents, or any of them, may deem advisable or necessary to enable the 
Company to comply with the Securities Act of 1933, as amended (the 
"Securities Act"), and any rules, regulations and requirements of the 
Securities and Exchange Commission in respect thereof, in connection with the 
registration under the Securities Act of preferred stock, common stock, 
junior subordinated debt securities, guarantees of trust preferred securities 
and certain back-up obligations, in each case of the Company, and the trust 
preferred securities of certain related trusts (collectively, the 
"Securities"), including specifically, but without limiting the generality of 
the foregoing, power and authority to sign, in the name and on behalf of the 
undersigned as a director of the Company, a Registration Statement on Form 
S-3, a registration statement under Rule 462(b) of the Securities Act, or 
another appropriate form in respect of the registration of the Securities and 
any and all amendments thereto, including post-effective amendments, and any 
instruments, contracts, documents or other writings of which the originals or 
copies thereof are to be filed as a part of, or in connection with, any such 
Registration Statement or amendments, and to file or cause to be filed the 
same with the Securities and Exchange Commission, and to effect any and all 
applications and other instruments in the name and on behalf of the 
undersigned which said attorneys-in-fact and agents, or any of them, deem 
advisable in order to qualify or register the Securities under the securities 
laws of any of the several States; and the undersigned does hereby ratify all 
that said attorneys-in-fact or agents, or any of them, shall do or cause to 
be done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned has signed these presents this 14th
day of May, 1997.



                                               /s/ Linda J. Wachner
                                             -------------------------------
                                                     (Signature)






                                 POWER OF ATTORNEY

                                      (Form S-3)


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of 
Travelers Group Inc., a Delaware corporation (the "Company"), does hereby 
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, 
III, and each of them, the true and lawful attorneys-in-fact and agents of 
the undersigned, to do or cause to be done any and all acts and things and to 
execute any and all instruments and documents which said attorneys-in-fact 
and agents, or any of them, may deem advisable or necessary to enable the 
Company to comply with the Securities Act of 1933, as amended (the 
"Securities Act"), and any rules, regulations and requirements of the 
Securities and Exchange Commission in respect thereof, in connection with the 
registration under the Securities Act of preferred stock, common stock, 
junior subordinated debt securities, guarantees of trust preferred securities 
and certain back-up obligations, in each case of the Company, and the trust 
preferred securities of certain related trusts (collectively, the 
"Securities"), including specifically, but without limiting the generality of 
the foregoing, power and authority to sign, in the name and on behalf of the 
undersigned as a director of the Company, a Registration Statement on Form 
S-3, a registration statement under Rule 462(b) of the Securities Act, or 
another appropriate form in respect of the registration of the Securities and 
any and all amendments thereto, including post-effective amendments, and any 
instruments, contracts, documents or other writings of which the originals or 
copies thereof are to be filed as a part of, or in connection with, any such 
Registration Statement or amendments, and to file or cause to be filed the 
same with the Securities and Exchange Commission, and to effect any and all 
applications and other instruments in the name and on behalf of the 
undersigned which said attorneys-in-fact and agents, or any of them, deem 
advisable in order to qualify or register the Securities under the securities 
laws of any of the several States; and the undersigned does hereby ratify all 
that said attorneys-in-fact or agents, or any of them, shall do or cause to 
be done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned has signed these presents this 14th
day of May, 1997.



                                               /s/ Joseph R. Wright, Jr.
                                             -------------------------------
                                                     (Signature)






                                 POWER OF ATTORNEY

                                      (Form S-3)


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of 
Travelers Group Inc., a Delaware corporation (the "Company"), does hereby 
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, 
III, and each of them, the true and lawful attorneys-in-fact and agents of 
the undersigned, to do or cause to be done any and all acts and things and to 
execute any and all instruments and documents which said attorneys-in-fact 
and agents, or any of them, may deem advisable or necessary to enable the 
Company to comply with the Securities Act of 1933, as amended (the 
"Securities Act"), and any rules, regulations and requirements of the 
Securities and Exchange Commission in respect thereof, in connection with the 
registration under the Securities Act of preferred stock, common stock, 
junior subordinated debt securities, guarantees of trust preferred securities 
and certain back-up obligations, in each case of the Company, and the trust 
preferred securities of certain related trusts (collectively, the 
"Securities"), including specifically, but without limiting the generality of 
the foregoing, power and authority to sign, in the name and on behalf of the 
undersigned as a director of the Company, a Registration Statement on Form 
S-3, a registration statement under Rule 462(b) of the Securities Act, or 
another appropriate form in respect of the registration of the Securities and 
any and all amendments thereto, including post-effective amendments, and any 
instruments, contracts, documents or other writings of which the originals or 
copies thereof are to be filed as a part of, or in connection with, any such 
Registration Statement or amendments, and to file or cause to be filed the 
same with the Securities and Exchange Commission, and to effect any and all 
applications and other instruments in the name and on behalf of the 
undersigned which said attorneys-in-fact and agents, or any of them, deem 
advisable in order to qualify or register the Securities under the securities 
laws of any of the several States; and the undersigned does hereby ratify all 
that said attorneys-in-fact or agents, or any of them, shall do or cause to 
be done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned has signed these presents this 14th
day of May, 1997.



                                               /s/ Arthur Zankel
                                             -------------------------------
                                                     (Signature)






                                 POWER OF ATTORNEY

                                      (Form S-3)


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of 
Travelers Group Inc., a Delaware corporation (the "Company"), does hereby 
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, 
III, and each of them, the true and lawful attorneys-in-fact and agents of 
the undersigned, to do or cause to be done any and all acts and things and to 
execute any and all instruments and documents which said attorneys-in-fact 
and agents, or any of them, may deem advisable or necessary to enable the 
Company to comply with the Securities Act of 1933, as amended (the 
"Securities Act"), and any rules, regulations and requirements of the 
Securities and Exchange Commission in respect thereof, in connection with the 
registration under the Securities Act of preferred stock, common stock, 
junior subordinated debt securities, guarantees of trust preferred securities 
and certain back-up obligations, in each case of the Company, and the trust 
preferred securities of certain related trusts (collectively, the 
"Securities"), including specifically, but without limiting the generality of 
the foregoing, power and authority to sign, in the name and on behalf of the 
undersigned as a director of the Company, a Registration Statement on Form 
S-3, a registration statement under Rule 462(b) of the Securities Act, or 
another appropriate form in respect of the registration of the Securities and 
any and all amendments thereto, including post-effective amendments, and any 
instruments, contracts, documents or other writings of which the originals or 
copies thereof are to be filed as a part of, or in connection with, any such 
Registration Statement or amendments, and to file or cause to be filed the 
same with the Securities and Exchange Commission, and to effect any and all 
applications and other instruments in the name and on behalf of the 
undersigned which said attorneys-in-fact and agents, or any of them, deem 
advisable in order to qualify or register the Securities under the securities 
laws of any of the several States; and the undersigned does hereby ratify all 
that said attorneys-in-fact or agents, or any of them, shall do or cause to 
be done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned has signed these presents this 14th
day of May, 1997.



                                               /s/ Robert I. Lipp
                                             -------------------------------
                                                     (Signature)






                                 POWER OF ATTORNEY

                                      (Form S-3)


         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of 
Travelers Group Inc., a Delaware corporation (the "Company"), does hereby 
constitute and appoint Sanford I. Weill, James Dimon and Charles O. Prince, 
III, and each of them, the true and lawful attorneys-in-fact and agents of 
the undersigned, to do or cause to be done any and all acts and things and to 
execute any and all instruments and documents which said attorneys-in-fact 
and agents, or any of them, may deem advisable or necessary to enable the 
Company to comply with the Securities Act of 1933, as amended (the 
"Securities Act"), and any rules, regulations and requirements of the 
Securities and Exchange Commission in respect thereof, in connection with the 
registration under the Securities Act of preferred stock, common stock, 
junior subordinated debt securities, guarantees of trust preferred securities 
and certain back-up obligations, in each case of the Company, and the trust 
preferred securities of certain related trusts (collectively, the 
"Securities"), including specifically, but without limiting the generality of 
the foregoing, power and authority to sign, in the name and on behalf of the 
undersigned as a director of the Company, a Registration Statement on Form 
S-3, a registration statement under Rule 462(b) of the Securities Act, or 
another appropriate form in respect of the registration of the Securities and 
any and all amendments thereto, including post-effective amendments, and any 
instruments, contracts, documents or other writings of which the originals or 
copies thereof are to be filed as a part of, or in connection with, any such 
Registration Statement or amendments, and to file or cause to be filed the 
same with the Securities and Exchange Commission, and to effect any and all 
applications and other instruments in the name and on behalf of the 
undersigned which said attorneys-in-fact and agents, or any of them, deem 
advisable in order to qualify or register the Securities under the securities 
laws of any of the several States; and the undersigned does hereby ratify all 
that said attorneys-in-fact or agents, or any of them, shall do or cause to 
be done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned has signed these presents this 14th
day of May, 1997.



                                               /s/ Thomas W. Jones
                                             -------------------------------
                                                     (Signature)