Exhibit 4.02

                   6.213% Cumulative Preferred Stock, Series G

                                                             CUSIP 894190 88 3


                           Travelers Group Inc.
         Incorporated under the laws of the State of Delaware
                 8.213% Cumulative Preferred Stock, Series G
                        $1.00 par value per share


                        BankBoston N.A., as Depositary under a Deposit Agreement
                        dated as of July 8, 1997 among Travelers Group Inc.,
                        BankBoston N.A. and Holders of Depositary
                        Receipts issued thereunder
                        This Certifies that ______________________________is the
                        owner of __________________________________ Shares of 
                        the above Corporation transferable only on the books 
                        of the Corporation by the holder hereof in person, or by
                        duly authorized Attorney upon surrender of this
                        Certificate properly endorsed.

         In Witness Whereof the said Corporation has caused this Certificate 
to be signed by its duly authorized officers and to be sealed with the Seal 
of the Corporation this _____________ day of ____________________ A.D. 19___

COUNTERSIGNED AND REGISTERED
  BANKBOSTON, N.A.

              TRANSFER AGENT                          -----------------------
              AND REGISTRAR                           Chairman of the Board


                                                      ------------------------
                                                      Assistant Secretary



The Corporation will furnish without charge to any registered stockholder who
so requests, a copy or summary of the Certificate of Designation setting forth
the powers, designations, preferences and relative, participating, optional 
or other special rights of each class of stock or series thereof and the 
qualifications, limitations or restrictions of such preferences and/or 
rights.  Any such request should be addressed to the Secretary of Travelers 
Group Inc., 388 Greenwich Street, New York, New York  10013.



This certificate and the shares represented hereby are issued and shall be 
held subject to all of the provisions of the Restated Certificate of 
Incorporation, as amended (copies of which are on file at the Office of the 
Transfer Agent) to all of which the holder hereof by acceptance hereof 
assents.  This certificate is not valid until countersigned by the Transfer 
Agent and registered by the Registrar.









         For Value Received,___________ hereby sell, assign and transfer unto

please insert social security or other
   identifying number of assignee

______________________________________________________________________________
___________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute 
and appoint _________________________________________________ Attorney to 
transfer the said Shares on the books of the within named Corporation with 
full power of substitution in the premises.

          Dated____________________ 19____

               In presence of                _______________________________

_______________________________________

NOTICE.  THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS 
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT 
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

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