1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-K

             X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

            ___  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM ____________ TO _________



                         COMMISSION FILE NUMBER 33-33691


                           THE TRAVELERS INSURANCE COMPANY
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              CONNECTICUT                             06-0566090
        (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)              Identification No.)

                  ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
               (Address of principal executive offices) (Zip Code)

                                 (860) 277-0111
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes     X         No ____


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

                             Yes     X         No ____

As of the date hereof, there were outstanding 40,000,000 shares of common stock,
par value $2.50 per share, of the registrant, all of which were owned by The
Travelers Insurance Group Inc., an indirect wholly owned subsidiary of Citigroup
Inc.

                            REDUCED DISCLOSURE FORMAT

The registrant meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form 10-K and is therefore filing this Form with the reduced disclosure
format.

DOCUMENTS INCORPORATED BY REFERENCE:  NONE
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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES

                                TABLE OF CONTENTS



FORM 10-K
ITEM NUMBER                            PART I                                   PAGE
- -----------                            ------                                   ----

                                                                             
   1.    Business..................................................................2

         A. General................................................................2
         B. Business by Segment
               Travelers Life & Annuity............................................2
               Primerica Life Insurance............................................3
         C. Insurance Regulations..................................................4

   2.    Properties................................................................5

   3.    Legal Proceedings.........................................................5

   4.    Submission of Matters to a Vote of Security Holders.......................6

                                     PART II

   5.    Market for Registrant's Common Equity and Related Stockholder Matters.....6

   6.    Selected Financial Data...................................................6

   7.    Management's Discussion and Analysis of Financial Condition and
         Results of Operations.....................................................6

   7A.   Quantitative and Qualitative Disclosures About Market Risk...............10

   8.    Financial Statements and Supplementary Data..............................13

   9.    Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.....................................................49

                                    PART III

   10.   Directors and Executive Officers of the Registrant.......................49

   11.   Executive Compensation...................................................49

   12.   Security Ownership of Certain Beneficial Owners and Management...........49

   13.   Certain Relationships and Related Transactions...........................49

                                     PART IV

   14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K.........50
         Exhibit Index............................................................51
         Signatures...............................................................52
         Index to Financial Statements and Financial Statement Schedules..........53

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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K

                                     PART I


ITEM 1.  BUSINESS.

GENERAL

The Travelers Insurance Company (TIC, together with its subsidiaries, the
Company), is a direct subsidiary of The Travelers Insurance Group Inc. (TIGI)
and, an indirect wholly owned subsidiary of Citigroup Inc. (Citigroup), a
diversified holding company whose businesses provide a broad range of financial
services to consumer and corporate customers around the world. The periodic
reports of Citigroup provide additional business and financial information
concerning that company and its consolidated subsidiaries. TIC was incorporated
in 1863. With $70.3 billion of assets and $481.0 billion of life insurance in
force at December 31, 2000, the Company believes that it is one of the largest
stock life insurance groups in the United States as measured by these criteria.

The Company's two reportable business segments are Travelers Life & Annuity and
Primerica Life Insurance. The primary insurance entities of the Company are TIC
and its subsidiary The Travelers Life and Annuity Company (TLAC), included in
the Travelers Life & Annuity segment, and Primerica Life Insurance Company
(Primerica Life) and its subsidiaries, Primerica Life Insurance Company of
Canada, CitiLife Financial Limited (CitiLife) and National Benefit Life
Insurance Company (NBL), included in the Primerica Life Insurance segment. The
consolidated financial statements include the accounts of the Company on a fully
consolidated basis.

BUSINESS BY SEGMENT

TRAVELERS LIFE & ANNUITY


Travelers Life & Annuity primarily offers individual annuity, group annuity,
individual life insurance and corporate owned life insurance (COLI) products.
The individual products include fixed and variable deferred annuities, payout
annuities and term, universal and variable life insurance. These products are
primarily distributed through affiliated Citigroup businesses and a nationwide
network of independent financial professionals. The COLI product is a variable
universal life product distributed through independent specialty brokers. The
group products offered include institutional pension products, including
guaranteed investment contracts, payout annuities, structured finance
transactions and group annuities to U.S. employer-sponsored retirement and
savings plans through direct sales and various intermediaries.


Individual fixed and variable annuities are primarily used for retirement
funding purposes. Variable annuities permit policyholders to direct retirement
funds into a number of separate accounts, which offer differing investment
options. Individual payout annuities offer a guaranteed payment stream over a
specified period.

Individual life insurance is used to meet estate, business planning and
retirement needs and also to provide protection against financial loss due to
death.


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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K


Group annuity products, including fixed and variable rate guaranteed investment
contracts, which provide a guaranteed return on investment, continue to be a
popular investment choice for employer-sponsored retirement and savings plans.
Annuities purchased by employer-sponsored plans fulfill retirement obligations
to individual employees. Payout annuities are used for providing structured
settlements of certain indemnity claims and making other payments to
policyholders over a period of time. Structured finance transactions offer fixed
term and rate investment options with policyholder status to domestic and
foreign institutional investors.

TIC is licensed to sell and market its individual products in all 50 states, the
District of Columbia, Puerto Rico, Guam, the Bahamas and the U.S. and British
Virgin Islands.

Individual annuity products are primarily distributed through CitiStreet
Retirement Services, LLC, (formerly The Copeland Companies), a division of
CitiStreet, a joint venture between Citigroup and State Street Bank; Salomon
Smith Barney (SSB); Primerica Financial Services Inc. (Primerica); Citibank,
N.A. (Citibank); and a nationwide network of independent financial
professionals. CitiStreet is a captive sales organization of personal retirement
planning specialists focused primarily on the qualified periodic deferred
annuity marketplace. CitiStreet's share of total individual annuity production
was 28% in 2000. SSB distributes Travelers Life & Annuity's non-qualified
individual annuities and individual life products, and accounted for 29% of
total individual annuity production in 2000. Sales by Primerica and Citibank
accounted for 17% and 6%, respectively, of total individual annuity premiums and
deposits in 2000. The nationwide network of independent financial professionals
accounted for 20% of individual annuity premiums and deposits.

Individual life products are primarily marketed by the independent financial
professionals and by SSB, who accounted for 67% and 27%, respectively, of total
individual life sales for 2000.

Effective July 1, 2000, the Company sold 90% of its individual long-term care
insurance business to General Electric Capital Assurance Company in the form of
an indemnity reinsurance arrangement. The proceeds were approximately $410
million, resulting in a deferred gain of approximately $150 million after-tax.

The Company operates Tower Square Securities, Inc. (Tower Square Securities),
which is an introducing broker-dealer offering a full line of brokerage
services. Tower Square Securities facilitates the sale of individual variable
life and annuity insurance products by the independent financial professionals
of the Company.

PRIMERICA LIFE INSURANCE

Primerica Life and its subsidiaries, Primerica Life Insurance Company of Canada,
CitiLife and NBL, are the insurance operations of Primerica. Their primary
product is individual term life insurance marketed through a sales force
composed of approximately 87,000 Personal Financial Analysts. A great majority
of the domestic licensed sales force works on a part-time basis. NBL also
provides statutory disability benefits and insurance, primarily in New York, as
well as direct response student term life insurance nationwide. CitiLife was
established in September 2000 to underwrite insurance in Europe. Primerica Life
and its subsidiaries together are licensed to sell and market term life
insurance in all 50 states, the District of Columbia, Canada, Puerto Rico, Guam,
the U.S. Virgin Islands, Northern Mariana Islands and parts of Europe, initially
Spain.


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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K


INSURANCE REGULATIONS

The National Association of Insurance Commissioners (NAIC) Insurance Regulatory
Information System ("IRIS") was developed to help state regulators identify
companies that may require special attention. The IRIS system consists of a
statistical phase and an analytical phase whereby financial examiners review
annual statements and financial ratios. The statistical phase consists of 12 key
financial ratios that are generated from the NAIC database annually; each ratio
has an established "usual range" of results. These ratios assist state insurance
departments in executing their statutory mandate to oversee the financial
condition of insurance companies.

A ratio result falling outside the usual range of IRIS ratios is not considered
a failing result; rather, unusual values are viewed as part of the regulatory
early monitoring system. Furthermore, in some years, it may not be unusual for
financially sound companies to have several ratios with results outside the
usual ranges. An insurance company may fall out of the usual range for one or
more ratios because of specific transactions that are in themselves immaterial.
Generally, an insurance company will become subject to regulatory scrutiny if it
falls outside the usual ranges for four or more of the ratios. In normal years,
15% of the companies included in the IRIS system are expected by the NAIC to be
outside the usual range on four or more ratios.

In each of the last three years, IRIS ratios for TLAC have fallen outside of the
usual range due to growth in business volume. In each instance, the regulators
have been satisfied upon follow-up that there was no solvency problem. It is
possible that similar events could occur this year, and management believes that
resolution would be the same, however no assurances at this time can be given
that such resolution will be the same as in prior years. This statement is a
forward-looking statement within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 10. No
regulatory action has been taken by any state insurance department or the NAIC
with respect to IRIS ratios of the primary insurance entities of the Company or
any of its insurance subsidiaries for the three years ended December 31, 2000.

In order to enhance the regulation of insurer solvency, the NAIC adopted a
formula and model law to implement Risk-Based Capital (RBC) requirements for
most life and annuity insurance companies, which is designed to assess minimum
capital requirements. RBC requirements are used as minimum capital requirements
by the NAIC and the states to identify companies that merit further regulatory
action. For this purpose, an insurer's surplus is measured in relation to its
specific asset and liability profiles. A company's risk-based capital is
calculated by applying factors to various asset, premium and reserve items,
where the factor is higher for those items with greater underlying risk and
lower for less risky items.

The RBC formula for life insurers measures four major areas of risk: asset risk
(i.e., the risk of asset default), insurance risk (i.e., the risk of adverse
mortality and morbidity experience), interest rate risk (i.e., the risk of loss
due to changes in interest rates) and business risk (i.e., normal business and
management risk). Pursuant to the law adopted by the states, insurers having
less statutory surplus than that required by the RBC calculation will be subject
to varying degrees of regulatory action, depending upon the level of capital
inadequacy. The formulas have not been designed to differentiate among
adequately capitalized companies, which operate with higher levels of capital.
Therefore, it is inappropriate and ineffective to use the formula to rate or
rank companies.

At December 31, 2000, the Company's principal insurance entities all had
adjusted capital in excess of amounts requiring any regulatory action at any of
the four RBC levels.


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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K


TIC is domiciled in the State of Connecticut. The insurance holding company law
of Connecticut requires notice to, and approval by, the Connecticut Insurance
Department for the declaration or payment of any dividend which, together with
other distributions made within the preceding twelve months, exceeds the greater
of (i) 10% of the insurer's surplus or (ii) the insurer's net gain from
operations for the twelve-month period ending on the preceding December 31st, in
each case determined in accordance with statutory accounting practices. Such
declaration or payment is further limited by adjusted unassigned funds
(surplus), as determined in accordance with statutory accounting practices. The
insurance holding company laws of other states in which the Company's insurance
subsidiaries are domiciled generally contain similar (although in certain
instances somewhat more restrictive) limitations on the payment of dividends. A
maximum of $984 million is available by the end of the year 2001 for such
dividends without prior approval of the Connecticut Insurance Department.

ITEM 2.  PROPERTIES.

The Company's executive offices are located in Hartford, Connecticut. The
Company owns buildings containing approximately 1.38 million square feet of
office space located in Hartford serving as the home office for the Company and
Travelers Property Casualty Corp. (TPC). TPC leases approximately 1.03 million
square feet of such office space at One Tower Square, Hartford under a ten-year
lease that expires on April 1, 2006. As of December 31, 2000, leasehold
interests of the Company included approximately 585,000 square feet of office
space in 20 field offices throughout the United States. The Company also leases
approximately 575,000 square feet of office space in Hartford, Connecticut,
under a 25-year lease that expires in 2010. The Company currently subleases
approximately 426,000 square feet to third party tenants.

The Company also owns a building in Norcross, Georgia. An affiliate's
information systems department occupies the entire building, which has
approximately 147,000 square feet of space. The Company is reimbursed by
affiliates for their use of this space on a cost allocation method based
generally on estimated usage by department.

Management believes that these facilities are suitable and adequate for the
Company's current needs.

The foregoing discussion does not include information on investment properties.

ITEM 3.  LEGAL PROCEEDINGS.

This section describes the major pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which the Company or its
subsidiaries is a party or to which any of their property is subject.

In March 1997, a purported class action entitled Patterman v. The Travelers,
Inc., et al. was commenced in the Superior Court of Richmond County, Georgia,
alleging, among other things, violations of the Georgia RICO statute and other
state laws by an affiliate of the Company, Primerica Financial Services, Inc.
and certain of its affiliates. Plaintiffs seek unspecified compensatory and
punitive damages and other relief. From February 1998 through April 2000,
various motions for transfer of the lawsuit were heard and appealed. In April
2000, the matter was remanded to the Superior Court of Richmond County by the
Georgia Supreme Court. Also, in April 2000 defendants moved for summary
judgement on all counts of the complaint. Discovery commenced in May 2000.
Defendants intend to vigorously contest the litigation.

In the ordinary course of business, the Company is also a defendant or
co-defendant in various other litigation matters incidental to and typical of
the businesses in which it is engaged. Although there can be no assurances, as


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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K


of December 31, 2000, the Company believes, based on information currently
available, that the ultimate resolution of these legal proceedings would not be
likely to have a material adverse effect on its results of operations, financial
condition or liquidity. This statement is a forward-looking statement within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 10.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company has 40,000,000 authorized shares of common stock, all of which are
issued and outstanding as of December 31, 2000. All shares are held by TIGI, and
there exists no established public trading market for the common equity of the
Company. The Company paid dividends to its parent of $860 million in 2000. See
Note 9 of Notes to Consolidated Financial Statements for certain information
regarding dividend restrictions.


ITEM 6.  SELECTED FINANCIAL DATA.

Omitted pursuant to General Instruction I(2)(a) of Form 10-K.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis of Financial Condition and Results
of Operations, pursuant to General Instruction I(2)(a) of Form 10-K.


CONSOLIDATED OVERVIEW




   FOR THE YEARS ENDED DECEMBER 31,     2000       1999
   --------------------------------     ----       ----
   ($ in millions)

                                           
   Revenues                            $5,254    $4,868
                                       ======    ======
   Net income (1)                      $1,103    $1,047
                                       ======    ======


      (1)   Net income includes net realized investment losses of $50 million in
            2000 and net realized investment gains of $73 million in 1999.

The Travelers Insurance Company (TIC, together with its subsidiaries, the
Company), is a direct subsidiary of The Travelers Insurance Group, Inc. and, an
indirect wholly owned subsidiary of Citigroup Inc. (Citigroup). The Company is
composed of two business segments, Travelers Life & Annuity and Primerica Life
Insurance. Operating income, defined as income before net realized gains or
losses, increased to $1.15 billion in 2000 from $974 million in 1999. This 18%
increase reflects growth in business volume, particularly fee income, and


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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K


investment income. The business volume growth is also reflected in the increase
in insurance benefits and expenses. The benefits and expenses increase was
mitigated by a decline in general and administrative expenses due to the
contribution of The Copeland Companies to CitiStreet, a joint venture between
Citigroup and State Street Bank, and certain one time 1999 technology expenses.


TRAVELERS LIFE & ANNUITY



FOR THE YEARS ENDED DECEMBER 31,      2000        1999
- --------------------------------      ----        ----
($ in millions)
                                           
Revenues                             $3,822      $3,451
                                     ======      ======
Net Income (1)                       $  758      $  690
                                     ======      ======


(1)   Net income includes net realized investment losses of $19 million in 2000,
      and net realized investment gains of $71 million in 1999.

Travelers Life & Annuity (TLA) core offerings include individual annuity,
individual life, corporate owned life insurance (COLI) and group annuity
insurance products distributed by TIC and The Travelers Life and Annuity Company
(TLAC) under the Travelers name. Among the range of individual products offered
are fixed and variable deferred annuities, payout annuities and term, universal
and variable life insurance. The COLI product is a variable universal life
product distributed through independent specialty brokers. The group products
include institutional pensions, including guaranteed investment contracts,
payout annuities, group annuities to employer-sponsored retirement and savings
plans and structured finance transactions. The majority of the annuity business
and a substantial portion of the life business written by Travelers Life &
Annuity are accounted for as investment contracts, with the result that the
deposits collected are reported as liabilities and are not included in revenues.

Operating income increased 26% to $777 million in 2000, compared to $619 million
in 1999. The improvement in earnings during 2000 was largely driven by increases
in business volume and investment income and by savings due to expense
management. During 2000, this business continued strong individual annuity sales
and achieved double-digit business volume growth in group annuity account
balances and individual life net written premium, reflecting growth in
retirement savings and estate planning products and strong momentum from
cross-selling initiatives.

The cross-selling of TLA products through CitiStreet Retirement Services LLC,
(formerly The Copeland Companies), Primerica Financial Services, Inc.
(Primerica), Citibank and Salomon Smith Barney (SSB) distribution channels,
along with improved sales through a nationwide network of independent financial
professionals and strong group sales through various intermediaries reflect
ongoing efforts to build market share by strengthening relationships in key
distribution channels.

Significant individual variable annuity sales drove account balances to $28.0
billion at year-end 2000, up 6% from $26.4 billion at year-end 1999. Net
premiums and deposits increased 24% in 2000 to $6.2 billion, from $5.0 billion
in 1999. The strong sales reflect significant increased production at SSB and
increased sales from all TLA core distribution channels. Proprietary
distribution channels account for 80% of individual variable annuity sales.

Group annuity account balances and benefits reserves reached $17.5 billion at
year-end 2000, up 16% from $15.1 billion at year-end 1999. This volume growth
reflects strong sales momentum in guaranteed investment contracts,
employer-sponsored group plans and cross-selling of structured settlement
annuities through Travelers


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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K


Property Casualty Corp (TPC), structured finance transactions and payout
annuities. Net premiums and deposits (excluding Citigroup's employee pension
plan deposits) were $5.5 billion in 2000 compared to $5.6 billion in 1999, which
reflected particularly strong structured finance transactions.

Direct periodic premiums for individual life insurance of $510.6 million were up
25% from $408.7 million in 1999. Life insurance in force was $68.3 billion at
December 31, 2000, up from $62.6 billion at year-end 1999. This reflects strong
agency results and increased corporate-owned life insurance sales.

Effective July 1, 2000, the Company sold 90% of its individual long-term care
insurance business to General Electric Capital Assurance Company in the form of
an indemnity reinsurance agreement. Proceeds from the sale were approximately
$410 million, resulting in a deferred gain of approximately $150 million
after-tax. Earned premiums were $138 million and $230 million in 2000 and 1999,
respectively, reflecting this transaction.

OUTLOOK

Travelers Life & Annuity should benefit from growth in the aging population who
are becoming more focused on the need to accumulate adequate savings for
retirement, to protect these savings and to plan for the transfer of wealth to
the next generation. Travelers Life & Annuity is well positioned to take
advantage of the favorable long-term demographic trends through its strong
financial position, widespread brand name recognition and broad array of
competitive life, annuity and retirement and estate planning products sold
through established distribution channels.

However, competition in both product pricing and customer service is
intensifying. While there has been some consolidation within the industry, other
financial services organizations are increasingly involved in the sale and/or
distribution of insurance products. Financial services reform is likely to have
many effects on the life insurance industry and the results will take time to
assess; however, heightened competition is expected. Also, the annuities
business is interest rate and market sensitive, and swings in interest rates and
equity markets could influence sales and retention of in-force policies. In
order to strengthen its competitive position, Travelers Life & Annuity expects
to maintain a current product portfolio, further diversify its distribution
channels, and retain its financial position through increased sales growth and
maintenance of an efficient cost structure.

The President has proposed to Congress as a part of his tax cut plan the repeal
of the Estate and Gift Tax, potentially over a 10 year period. If this proposal
in its current form is enacted, it could potentially negatively affect demand
for certain life and annuity products; however, the overall impact is not
expected to be material to the Company's business.

The statements above are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 10.


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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K


PRIMERICA LIFE INSURANCE



   FOR THE YEARS ENDED DECEMBER 31,     2000        1999
   --------------------------------     ----        ----
   ($ in millions)
                                             
      Revenues                         $1,432      $1,417
                                       ======      ======
      Net income(1)                    $  345      $  357
                                       ======      ======


(1)   Net income includes net realized investment losses of $31
      million in 2000, and net realized investment gains of $2 million
      in 1999.

Operating income was $376 million in 2000 compared to $355 million in 1999. The
6% improvement in 2000 reflects growth in life insurance in force, favorable
mortality experience, increased investment earnings and disciplined expense
management.


   EARNED PREMIUMS, NET OF REINSURANCE




   FOR THE YEARS ENDED DECEMBER 31,     2000        1999
   --------------------------------     ----        ----
   ($ in millions)
                                             
      Individual term life             $1,038      $1,008
      Other                                68          64
                                       ------      ------
                                       $1,106      $1,072
                                       ======      ======



The average face value (in thousands) per policy issued was $245 in 2000
compared to $229 in 1999. Total face amount of term life insurance issued was
$67.4 billion in 2000 compared to $56.2 billion in 1999. The number of policies
issued was 234,700 in 2000 compared to 209,900 in 1999. These increases in term
life production resulted from the Personal Financial Analysts transitioning to a
new life product in the third quarter of 1999. Life insurance in force at
year-end 2000 reached $412.7 billion, up from $394.9 billion at year-end 1999,
continuing to reflect good policy persistency.


OUTLOOK

Over the last few years, programs including sales and product training were
begun that are designed to maintain high compliance standards, increase the
number of producing agents and customer contacts and, ultimately, increase
production levels. Insurance in-force has grown and the number of producing
agents has also grown. A continuation of these trends could positively influence
future operations. This statement is a forward-looking statement within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 10. CitiLife was established to enter the European insurance
markets.


FUTURE APPLICATION OF ACCOUNTING STANDARDS

See Note 1 of Notes to Consolidated Financial Statements for Future Applications
of Accounting Standards.


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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K


FORWARD-LOOKING STATEMENTS

Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. The Company's actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by the words "believe," "expect," "anticipate," "intend,"
"estimate," "may increase," "may fluctuate," and similar expressions, or future
or conditional verbs such as "will," "should," "would," and "could." These
forward-looking statements involve risks and uncertainties including, but not
limited to, regulatory matters, proposed legislation, the resolution of legal
proceedings and the Company's market risk, as well as the discussions of the
Company's prospects under "Outlook" for each of the businesses.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and
prices, such as interest rates, foreign currency exchange rates, and other
relevant market rate or price changes. Market risk is directly influenced by the
volatility and liquidity in the markets in which the related underlying assets
are traded. The following is a discussion of the Company's primary market risk
exposures and how those exposures are currently managed as of December 31, 2000.


MARKET RISK SENSITIVE INSTRUMENTS ENTERED INTO FOR PURPOSES OTHER THAN TRADING

The primary market risk to the Company's investment portfolio is interest rate
risk associated with investments. The Company's exposure to equity price risk
and foreign exchange risk is not significant. The Company has no direct
commodity risk.

The interest rate risk taken in the investment portfolio is managed relative to
the duration of the liabilities. The portfolio is differentiated by product
line, with each product line's portfolio structured to meet its particular
needs. Potential liquidity needs of the business are also key factors in
managing the investment portfolio. The portfolio duration relative to the
liabilities' duration is primarily managed through cash market transactions. For
additional information regarding the Company's investment portfolio see Note 4
of Notes to Consolidated Financial Statements.

There were no significant changes in the Company's primary market risk exposures
or in how those exposures are managed compared to the year ended December 31,
1999. The Company does not anticipate significant changes in the Company's
primary market risk exposures or in how those exposures are managed in future
reporting periods based upon what is known or expected to be in effect in future
reporting periods. The statements above are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act. See
"Forward-Looking Statements" above.


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                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K


SENSITIVITY ANALYSIS

Sensitivity analysis is defined as the measurement of potential loss in future
earnings, fair values or cash flows of market sensitive instruments resulting
from one or more selected hypothetical changes in interest rates and other
market rates or prices over a selected time. In the Company's sensitivity
analysis model, a hypothetical change in market rates is selected that is
expected to reflect reasonably possible near-term changes in those rates. The
term "near-term" means a period of time going forward up to one year from the
date of the financial statements. Actual results may differ from the
hypothetical change in market rates assumed in this report, especially since
this sensitivity analysis does not reflect the results of any actions that would
be taken by the Company to mitigate such hypothetical losses in fair value.

In this sensitivity analysis model, the Company uses fair values to measure its
potential loss. The sensitivity analysis model includes the following financial
instruments: fixed maturities, interest-bearing non-redeemable preferred stock,
mortgage loans, short-term securities, cash, investment income accrued, policy
loans, contractholder funds, guaranteed separate account assets and liabilities
and derivative financial instruments. In addition, certain non-financial
instrument liabilities have been included in the sensitivity analysis model.
These non-financial instruments include future policy benefits and policy and
contract claims. The primary market risk to the Company's market sensitive
instruments is interest rate risk. The sensitivity analysis model uses a 100
basis point change in interest rates to measure the hypothetical change in fair
value of financial instruments and the non-financial instruments included in the
model.

For invested assets, duration modeling is used to calculate changes in fair
values. Durations on invested assets are adjusted for call, put and reset
features. Portfolio durations are calculated on a market value weighted basis,
including accrued investment income, using trade date holdings as of December
31, 2000 and 1999. The sensitivity analysis model used by the Company produces a
loss in fair value of interest rate sensitive invested assets of approximately
$1.3 billion and $1.2 billion based on a 100 basis point increase in interest
rates as of December 31, 2000 and 1999, respectively.

Liability durations are determined consistently with the determination of
liability fair values. Where fair values are determined by discounting expected
cash flows, the duration is the percentage change in the fair value for a 100
basis point change in the discount rate. Where liability fair values are set
equal to surrender values, option-adjusted duration techniques are used to
calculate changes in fair values. The sensitivity analysis model used by the
Company produces a decrease in fair value of interest rate sensitive insurance
policy and claims reserves of approximately $.9 billion based on a 100 basis
point increase in interest rates as of December 31, 2000 and 1999.
Based on the sensitivity analysis model used by the Company, the net loss in
fair value of market sensitive instruments, including non-financial instrument
liabilities, as a result of a 100 basis point increase in interest rates as of
December 31, 2000 and 1999 is not material.

MARKET RISK SENSITIVE INSTRUMENTS ENTERED INTO FOR TRADING PURPOSES

The Company maintains a trading portfolio consisting of carrying values of
$1,870 million and $1,678 million of common stocks and convertible bonds as of
December 31, 2000 and 1999, respectively, and $1,109 million and $1,098 million
of liabilities resulting from common stocks sold not yet purchased (referred to
as short sales) as of December 31, 2000 and 1999, respectively. The primary
market risk to the trading portfolio is equity risk. Assets are reported as
trading securities and liabilities are reported as trading securities sold not
yet purchased.

The common stocks are paired with short sales, reflecting the Company's
arbitrage strategy where both positions are invested in each of the companies
involved in a merger. The convertible bonds are also paired with short


                                       11
   13
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           ANNUAL REPORT ON FORM 10-K


sales of the common stocks of companies issuing the convertible bonds. These
positions are established and maintained so that general changes in equity
markets and interest rates will not materially impact the value of the
portfolio.

TABULAR PRESENTATION

The table below provides information about the trading portfolio's financial
instruments that are primarily exposed to equity price risk. This table presents
the fair values of these instruments by trading portfolio type, as designated
internally by the Company, as of December 31, 2000 and 1999. Fair values are
based upon quoted market prices.



    ($ in millions)                      Fair value as of   Fair value as of
                                            December 31,       December 31,
                                               2000               1999
                                               ----               ----
                                                          
    ASSETS
       Trading securities
         Convertible bond arbitrage            $1,474           $1,045
         Merger arbitrage                         309              421
         Other                                     87              212
                                               ------           ------
                                               $1,870           $1,678
                                               ======           ======

    LIABILITIES
       Trading securities sold not yet
         purchased
         Convertible bond arbitrage              $845             $799
         Merger arbitrage                         205              299
         Other                                     59                -
                                               ------           ------
                                               $1,109           $1,098
                                               ======           ======



The Company's trading portfolio investments and related liabilities are normally
held for periods less than six months. Therefore, expected future cash flows for
these assets and liabilities are expected to be realized in less than one year.


                                       12
   14
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                          INDEX TO FINANCIAL STATEMENTS



                                                                                PAGE
                                                                                ----

                                                                            
   Independent Auditors' Report...................................................14

   Consolidated Financial Statements:

      Consolidated Statements of Income for
      the years ended December 31, 2000, 1999 and 1998............................15

      Consolidated Balance Sheets - December 31, 2000 and 1999....................16

      Consolidated Statements of Changes in Retained Earnings
      and Accumulated Other Changes in Equity from Non-Owner
      Sources for the years ended December 31, 2000, 1999 and 1998................17

      Consolidated Statements of Cash Flows for
      the years ended December 31, 2000, 1999 and 1998............................18

      Notes to Consolidated Financial Statements...............................19-48



                                       13
   15
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholder
The Travelers Insurance Company:

We have audited the accompanying consolidated balance sheets of The Travelers
Insurance Company and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of income, changes in retained earnings and
accumulated other changes in equity from non-owner sources and cash flows for
each of the years in the three-year period ended December 31, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Travelers
Insurance Company and subsidiaries as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.


/s/ KPMG LLP
Hartford, Connecticut
January 16, 2001



                                       14
   16
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                 ($ in millions)






FOR THE YEAR ENDED DECEMBER 31,                             2000     1999      1998
                                                            ----     ----      ----
                                                                     
REVENUES
Premiums                                                  $1,966    $1,728    $1,727
Net investment income                                      2,730     2,506     2,185
Realized investment gains (losses)                           (77)      113       149
Fee income                                                   505       432       370
Other revenues                                               130        89        70
- ------------------------------------------------------------------------------------
   Total Revenues                                          5,254     4,868     4,501
- ------------------------------------------------------------------------------------

BENEFITS AND EXPENSES
Current and future insurance benefits                      1,752     1,505     1,462
Interest credited to contractholders                       1,038       937       876
Amortization of deferred acquisition costs                   347       315       275
General and administrative expenses                          463       519       505
- ------------------------------------------------------------------------------------
   Total Benefits and Expenses                             3,600     3,276     3,118
- ------------------------------------------------------------------------------------

Income before federal income taxes                         1,654     1,592     1,383
- ------------------------------------------------------------------------------------

Federal income taxes
   Current                                                   462       409       442
   Deferred                                                   89       136        39
- ------------------------------------------------------------------------------------
   Total Federal Income Taxes                                551       545       481
- ------------------------------------------------------------------------------------
Net income                                                $1,103    $1,047      $902
====================================================================================



                   See Notes to Consolidated Financial Statements.


                                       15
   17
                  THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 ($ in millions)





DECEMBER 31,                                                        2000      1999
- -------------------------------------------------------------------------------------
                                                                      
ASSETS
Fixed maturities, available for sale at fair value
    (including $1,494 at December 31, 2000 subject
    to securities lending agreements)                              $26,812  $23,866
Equity securities, at fair value                                       592      784
Mortgage loans                                                       2,187    2,285
Real estate held for sale                                               31      236
Policy loans                                                         1,249    1,258
Short-term securities                                                2,136    1,283
Trading securities, at fair value                                    1,870    1,678
Other invested assets                                                2,356    2,098
- -------------------------------------------------------------------------------------
   Total Investments                                                37,233   33,488
- -------------------------------------------------------------------------------------
Cash                                                                   150       85
Investment income accrued                                              442      395
Premium balances receivable                                             97      109
Reinsurance recoverables                                             3,977    3,234
Deferred acquisition costs                                           2,989    2,688
Separate and variable accounts                                      24,006   22,199
Other assets                                                         1,399    1,333
- -------------------------------------------------------------------------------------
   Total Assets                                                    $70,293  $63,531
- -------------------------------------------------------------------------------------
LIABILITIES
Contractholder funds                                               $19,394  $17,567
Future policy benefits and claims                                   13,300   12,563
Separate and variable accounts                                      23,994   22,194
Deferred federal income taxes                                          284       23
Trading securities sold not yet purchased, at fair value             1,109    1,098
Other liabilities                                                    3,818    2,466
- -------------------------------------------------------------------------------------
   Total Liabilities                                                61,899   55,911
- -------------------------------------------------------------------------------------
SHAREHOLDER'S EQUITY
Common stock, par value $2.50; 40 million shares authorized,
  issued and outstanding                                               100      100
Additional paid-in capital                                           3,848    3,819
Retained earnings                                                    4,342    4,099
Accumulated other changes in equity from non-owner sources             104     (398)
- -------------------------------------------------------------------------------------
   Total Shareholder's Equity                                        8,394    7,620
- -------------------------------------------------------------------------------------
   Total Liabilities and Shareholder's Equity                      $70,293  $63,531
=====================================================================================



                   See Notes to Consolidated Financial Statements.


                                       16
   18
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN RETAINED EARNINGS AND ACCUMULATED
                 OTHER CHANGES IN EQUITY FROM NON-OWNER SOURCES
                                 ($ in millions)





STATEMENTS OF CHANGES IN RETAINED EARNINGS           2000        1999         1998
- ------------------------------------------------------------------------------------
                                                                    
Balance, beginning of year                         $ 4,099      $ 3,602      $2,810
Net income                                           1,103        1,047         902
Dividends to parent                                    860          550         110
- ------------------------------------------------------------------------------------
Balance, end of year                               $ 4,342      $ 4,099      $3,602
====================================================================================

STATEMENTS OF ACCUMULATED OTHER CHANGES
IN EQUITY FROM NON-OWNER SOURCES
- ------------------------------------------------------------------------------------
Balance, beginning of year                         $  (398)     $   598      $  535
Unrealized gains (losses), net of tax                  502         (996)         62
Foreign currency translation, net of tax                 0            0           1
- ------------------------------------------------------------------------------------
Balance, end of year                               $   104      $  (398)     $  598
====================================================================================

SUMMARY OF CHANGES IN EQUITY
FROM NON-OWNER SOURCES
- ------------------------------------------------------------------------------------
Net Income                                         $ 1,103      $ 1,047      $  902
Other changes in equity from non-owner sources         502         (996)         63
- ------------------------------------------------------------------------------------
Total changes in equity from non-owner sources     $ 1,605      $    51      $  965
====================================================================================



                 See Notes to Consolidated Financial Statements.


                                       17
   19
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH
                                 ($ in millions)





FOR THE YEAR ENDED DECEMBER 31,                               2000          1999          1998
- -------------------------------------------------------------------------------------------------
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES
   Premiums collected                                       $  1,986      $  1,715      $  1,763
   Net investment income received                              2,489         2,365         2,021
   Other revenues received                                       865           537           419
   Benefits and claims paid                                   (1,193)       (1,094)       (1,127)
   Interest credited to contractholders                       (1,046)         (958)         (918)
   Operating expenses paid                                      (970)       (1,013)         (751)
   Income taxes paid                                            (490)         (393)         (506)
   Trading account investments purchases, net                   (143)          (80)          (38)
   Other                                                        (258)         (104)           12
- -------------------------------------------------------------------------------------------------
      Net Cash Provided by Operating Activities                1,240           975           875
- -------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from maturities of investments
      Fixed maturities                                         4,257         4,103         2,608
      Mortgage loans                                             380           662           722
   Proceeds from sales of investments
      Fixed maturities                                        10,840        12,562        13,390
      Equity securities                                          397           100           212
      Real estate held for sale                                  244           219            53
   Purchases of investments
      Fixed maturities                                       (17,836)      (18,129)      (18,072)
      Equity securities                                           (7)         (309)         (194)
      Mortgage loans                                            (264)         (470)         (457)
   Policy loans, net                                               9           599            15
   Short-term securities (purchases) sales, net                 (810)          316          (495)
   Other investments purchases, net                             (461)         (413)         (550)
   Securities transactions in course of settlement, net          944          (463)          192
- -------------------------------------------------------------------------------------------------
   Net Cash Used in Investing Activities                      (2,307)       (1,223)       (2,576)
- -------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Contractholder fund deposits                                6,022         5,764         4,383
   Contractholder fund withdrawals                            (4,030)       (4,946)       (2,565)
   Dividends to parent company                                  (860)         (550)         (110)
- -------------------------------------------------------------------------------------------------
      Net Cash Provided by Financing Activities                1,132           268         1,708
- -------------------------------------------------------------------------------------------------
Net increase in cash                                              65            20             7
Cash at December 31, previous year                                85            65            58
- -------------------------------------------------------------------------------------------------
Cash at December 31, current year                           $    150      $     85      $     65
=================================================================================================



                 See Notes to Consolidated Financial Statements.


                                       18
   20
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Significant accounting policies used in the preparation of the accompanying
   financial statements follow.

   BASIS OF PRESENTATION

   The Travelers Insurance Company (TIC, together with its subsidiaries, the
   Company), is a wholly owned subsidiary of The Travelers Insurance Group Inc.
   (TIGI), an indirect wholly owned subsidiary of Citigroup Inc. (Citigroup), a
   diversified holding company whose businesses provide a broad range of
   financial services to consumer and corporate customers around the world. The
   consolidated financial statements include the accounts of the Company and its
   insurance and non-insurance subsidiaries on a fully consolidated basis. The
   primary insurance entities of the Company are TIC and its subsidiaries, The
   Travelers Life and Annuity Company (TLAC), Primerica Life Insurance Company
   (Primerica Life), and its subsidiaries, Primerica Life Insurance Company of
   Canada, CitiLife Financial Limited (CitiLife) and National Benefit Life
   Insurance Company (NBL). Significant intercompany transactions and balances
   have been eliminated.

   The financial statements and accompanying footnotes of the Company are
   prepared in conformity with generally accepted accounting principles in the
   United States of America (GAAP). The preparation of financial statements in
   conformity with GAAP requires management to make estimates and assumptions
   that affect the reported amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported amounts of revenues and benefits and expenses during the
   reporting period. Actual results could differ from those estimates.

   Certain prior year amounts have been reclassified to conform to the 2000
   presentation.

   ACCOUNTING CHANGES

   ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
   EXTINGUISHMENTS OF LIABILITIES

   In September 2000, the Financial Accounting Standards Board (FASB) issued
   Statement of Financial Accounting Standards No. 140, "Accounting for
   Transfers and Servicing of Financial Assets and Extinguishments of
   Liabilities, a replacement of FASB Statement No. 125" (FAS 140). Provisions
   of FAS 140 primarily relating to transfers of financial assets and
   securitizations that differ from provisions of FAS 125 are effective for
   transfers taking place after March 31, 2001. Special purpose entities (SPEs)
   used in securitizations that are currently qualifying SPEs under FAS 125 will
   continue to be treated as qualifying SPEs so long as they issue no new
   beneficial interests and accept no new asset transfers after March 31, 2001,
   other than transfers committed to prior to that date. Under FAS 140
   qualifying SPEs are not consolidated by the transferor. It is not expected
   that there will be a significant effect on the Company's results of
   operations, financial condition or liquidity relating to a change in
   consolidation status for existing qualifying SPEs under FAS 140. FAS 140 also
   amends the accounting for collateral and requires new disclosures for
   collateral, securitizations, and retained interests in securitizations. These
   provisions are effective for financial statements for fiscal years ending
   after December 15, 2000. The accounting for collateral, as amended, requires
   (a) certain assets pledged as collateral to be separately reported in the
   consolidated balance sheet from assets not so encumbered and (b) disclosure
   of assets pledged as collateral that have not been reclassified and
   separately reported. The change in accounting for collateral did not have a
   significant effect on the Company's results of operations, financial
   condition or liquidity. See Note 4.


                                       19
   21
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR
   INTERNAL USE

   During the third quarter of 1998, the Company adopted the Accounting
   Standards Executive Committee of the American Institute of Certified Public
   Accountants' (AcSEC) Statement of Position 98-1, "Accounting for the Costs of
   Computer Software Developed or Obtained for Internal Use" (SOP 98-1). SOP
   98-1 provides guidance on accounting for the costs of computer software
   developed or obtained for internal use and for determining when specific
   costs should be capitalized or expensed. The adoption of SOP 98-1 did not
   have a material impact on the Company's financial condition, results of
   operations or liquidity.

   ACCOUNTING POLICIES

   INVESTMENTS
   Fixed maturities include bonds, notes and redeemable preferred stocks. Fixed
   maturities are classified as "available for sale" and are reported at fair
   value, with unrealized investment gains and losses, net of income taxes,
   charged or credited directly to shareholder's equity. Fair values of
   investments in fixed maturities are based on quoted market prices or dealer
   quotes or, if these are not available, discounted expected cash flows using
   market rates commensurate with the credit quality and maturity of the
   investment. Also included in fixed maturities are loan-backed and structured
   securities, which are amortized using the retrospective method. The effective
   yield used to determine amortization is calculated based upon actual
   historical and projected future cash flows, which are obtained from a widely
   accepted securities data provider.

   Equity securities, which include common and non-redeemable preferred stocks,
   are classified as "available for sale" and carried at fair value based
   primarily on quoted market prices. Changes in fair values of equity
   securities are charged or credited directly to shareholder's equity, net of
   income taxes.

   Mortgage loans are carried at amortized cost. A mortgage loan is considered
   impaired when it is probable that the Company will be unable to collect
   principal and interest amounts due. For mortgage loans that are determined to
   be impaired, a reserve is established for the difference between the
   amortized cost and fair market value of the underlying collateral. In
   estimating fair value, the Company uses interest rates reflecting the higher
   returns required in the current real estate financing market. Impaired loans
   were insignificant at December 31, 2000 and 1999.

   Real estate held for sale is carried at the lower of cost or fair value less
   estimated cost to sell. Fair value of foreclosed properties is established at
   the time of foreclosure by internal analysis or external appraisers, using
   discounted cash flow analyses and other accepted techniques. Thereafter, an
   allowance for losses on real estate held for sale is established if the
   carrying value of the property exceeds its current fair value less estimated
   costs to sell. There was no such allowance at December 31, 2000 and 1999.

   Policy loans are carried at the amount of the unpaid balances that are not in
   excess of the net cash surrender values of the related insurance policies.
   The carrying value of policy loans, which have no defined maturities, is
   considered to be fair value.

   Short-term securities, consisting primarily of money market instruments and
   other debt issues purchased with a maturity of less than one year, are
   carried at amortized cost, which approximates market.


                                       20
   22
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   Trading securities and related liabilities are normally held for periods less
   than six months. These investments are marked to market with the change
   recognized in net investment income during the current period.

   Other invested assets include partnership investments and real estate joint
   ventures accounted for on the equity method of accounting. Undistributed
   income is reported in net investment income. Also included in other invested
   assets is an investment in Citigroup Preferred Stock. See Note 14.

   Accrual of income is suspended on fixed maturities or mortgage loans that are
   in default, or on which it is likely that future payments will not be made as
   scheduled. Interest income on investments in default is recognized only as
   payment is received.

   DERIVATIVE FINANCIAL INSTRUMENTS

   The Company uses derivative financial instruments, including financial
   futures contracts, options, forward contracts, interest rate swaps, currency
   swaps and equity swaps, as a means of hedging exposure to interest rate,
   equity price and foreign currency risk. Hedge accounting is generally used to
   account for derivatives. To qualify for hedge accounting the changes in value
   of the derivative must be expected to substantially offset the changes in
   value of the hedged item. Hedges are monitored to ensure that there is a high
   correlation between the derivative instruments and the hedged investment.
   Derivatives that do not qualify for hedge accounting are marked to market
   with changes in market value reflected in the consolidated statement of
   income.

   Gains and losses arising from financial futures contracts are used to adjust
   the basis of hedged investments and are recognized in net investment income
   over the life of the investment.

   Payments to be received or made under interest rate swaps are accrued and
   recognized in net investment income. Swaps hedging investments are carried at
   fair value with unrealized gains and losses, net of taxes, charged or
   credited directly to shareholder's equity. Interest rate, currency options
   and currency swaps hedging liabilities are off-balance sheet.

   Gains and losses arising from equity index options are marked to market with
   changes in market value reflected in realized investment gains (losses).

   Forward contracts, interest rate options and equity swaps were not
   significant at December 31, 2000 and 1999. Information concerning derivative
   financial instruments is included in Note 12.

   INVESTMENT GAINS AND LOSSES

   Realized investment gains and losses are included as a component of pre-tax
   revenues based upon specific identification of the investments sold on the
   trade date. Also included are gains and losses arising from the remeasurement
   of the local currency value of foreign investments to U.S. dollars, the
   functional currency of the Company. The foreign exchange effects of Canadian
   operations are included in unrealized gains and losses.


                                       21
   23
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   DEFERRED ACQUISITION COSTS

   Costs of acquiring individual life insurance and annuities, principally
   commissions and certain expenses related to policy issuance, underwriting and
   marketing, all of which vary with and are primarily related to the production
   of new business, are deferred. Acquisition costs relating to traditional life
   insurance, including term insurance, are amortized in relation to anticipated
   premiums; universal life in relation to estimated gross profits; and annuity
   contracts employing a level yield method. For life insurance, a 15 to 20-year
   amortization period is used; for long-term care insurance, a 10 to 20-year
   period is used, and a seven to 20-year period is employed for annuities.
   Deferred acquisition costs are reviewed periodically for recoverability to
   determine if any adjustment is required. Adjustments, if any, are charged to
   income.

   VALUE OF INSURANCE IN FORCE

   The value of insurance in force is an asset that was recorded at the time of
   acquisition of the Company by Citigroup's predecessor. It represents the
   actuarially determined present value of anticipated profits to be realized
   from life insurance, annuities and health contracts at the date of
   acquisition using the same assumptions that were used for computing related
   liabilities where appropriate. The value of insurance in force was the
   actuarially determined present value of the projected future profits
   discounted at interest rates ranging from 14% to 18%. Traditional life
   insurance and guaranteed renewable health policies are amortized in relation
   to anticipated premiums; universal life is amortized in relation to estimated
   gross profits; and annuity contracts are amortized employing a level yield
   method. The value of insurance in force, which is included in other assets,
   is reviewed periodically for recoverability to determine if any adjustment is
   required. Adjustments, if any, are charged to income. The carrying value at
   December 31, 2000 and 1999 was $170 million and $215 million, respectively.

   SEPARATE AND VARIABLE ACCOUNTS

   Separate and variable accounts primarily represent funds for which investment
   income and investment gains and losses accrue directly to, and investment
   risk is borne by, the contractholders. Each account has specific investment
   objectives. The assets of each account are legally segregated and are not
   subject to claims that arise out of any other business of the Company. The
   assets of these accounts are carried at market value. Certain other separate
   accounts provide guaranteed levels of return or benefits and the assets of
   these accounts are primarily carried at market value. Amounts assessed to the
   contractholders for management services are included in revenues. Deposits,
   net investment income and realized investment gains and losses for these
   accounts are excluded from revenues, and related liability increases are
   excluded from benefits and expenses.

   GOODWILL

   Goodwill, which is included in other assets, represents the cost of acquired
   businesses in excess of net assets and is being amortized on a straight-line
   basis principally over a 40-year period. The carrying amount of $294 million
   and $404 million at December 31, 2000 and 1999, respectively, is regularly
   reviewed for indication of impairment in value that in the view of management
   would be other than temporary. If it is determined that goodwill is unlikely
   to be recovered, impairment is recognized on a discounted cash flow basis.

   CONTRACTHOLDER FUNDS

   Contractholder funds represent receipts from the issuance of universal life,
   corporate owned life insurance, pension investment and certain deferred
   annuity contracts. Contractholder fund balances are increased by


                                       22
   24
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   such receipts and credited interest and reduced by withdrawals, mortality
   charges and administrative expenses charged to the contractholders. Interest
   rates credited to contractholder funds range from 3.5% to 10.0%.

   FUTURE POLICY BENEFITS

   Future policy benefits represent liabilities for future insurance policy
   benefits. Benefit reserves for life insurance and annuities have been
   computed based upon mortality, morbidity, persistency and interest
   assumptions applicable to these coverages, which range from 2.5% to 8.1%,
   including adverse deviation. These assumptions consider Company experience
   and industry standards. The assumptions vary by plan, age at issue, year of
   issue and duration. Appropriate recognition has been given to experience
   rating and reinsurance.

   OTHER LIABILITIES

   Included in Other Liabilities is the Company's estimate of its liability for
   guaranty fund and other insurance-related assessments. State guaranty fund
   assessments are based upon the Company's share of premium written or received
   in one or more years prior to an insolvency occurring in the industry. Once
   an insolvency has occurred, the Company recognizes a liability for such
   assessments if it is probable that an assessment will be imposed and the
   amount of the assessment can be reasonably estimated. At December 31, 2000
   and 1999, the Company had a liability of $22.5 million and $21.9 million,
   respectively, for guaranty fund assessments and a related premium tax offset
   recoverable of $3.4 million and $4.7 million, respectively. The assessments
   are expected to be paid over a period of three to five years and the premium
   tax offsets are expected to be realized over a period of 10 to 15 years.

   PERMITTED STATUTORY ACCOUNTING PRACTICES

   The Company's insurance subsidiaries, domiciled principally in Connecticut
   and Massachusetts, prepare statutory financial statements in accordance with
   the accounting practices prescribed or permitted by the insurance departments
   of the states of domicile. Prescribed statutory accounting practices include
   certain publications of the National Association of Insurance Commissioners
   (NAIC) as well as state laws, regulations, and general administrative rules.
   Permitted statutory accounting practices encompass all accounting practices
   not so prescribed. The impact of presently permitted accounting practices on
   statutory surplus of the Company is not material.

   The NAIC recently completed a process intended to codify statutory accounting
   practices for certain insurance enterprises. As a result of this process, the
   NAIC will issue a revised statutory Accounting Practices and Procedures
   Manual - version effective January 1, 2001 (the revised Manual) that will be
   effective for years beginning January 1, 2001. The State of Connecticut will
   require that, effective January 1, 2001, insurance companies domiciled in
   Connecticut prepare their statutory basis financial statements in accordance
   with the revised Manual subject to any deviations prescribed or permitted by
   the Connecticut insurance commissioner. Massachusetts and other states have
   addressed compliance with the revised Manual in a similar manner. The Company
   has estimated that the impact of this change on statutory capital and surplus
   will not be significant.

   PREMIUMS

   Premiums are recognized as revenues when due. Reserves are established for
   the portion of premiums that will be earned in future periods and for
   deferred profits on limited-payment policies that are being recognized in
   income over the policy term.


                                       23
   25
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)



   OTHER REVENUES

   Other revenues include management fees for variable annuity separate
   accounts; surrender, mortality and administrative charges and fees earned on
   investment, universal life and other insurance contracts; and revenues of
   non-insurance subsidiaries.

   CURRENT AND FUTURE INSURANCE BENEFITS

   Current and future insurance benefits represent charges for mortality and
   morbidity related to fixed annuities, universal life, term life and health
   insurance benefits.

   INTEREST CREDITED TO CONTRACTHOLDERS

   Interest credited to contractholders represents amounts earned by universal
   life, corporate owned life insurance, pension investment and certain deferred
   annuity contracts in accordance with contract provisions.

   FEDERAL INCOME TAXES

   The provision for federal income taxes is comprised of two components,
   current income taxes and deferred income taxes. Deferred federal income taxes
   arise from changes during the year in cumulative temporary differences
   between the tax basis and book basis of assets and liabilities.

   STOCK-BASED COMPENSATION

   The Company accounts for the stock-based compensation plans using the
   accounting method prescribed by Accounting Principles Board Opinion No. 25,
   "Accounting for Stock Issued to Employees," (APB 25) and has included in the
   notes to consolidated financial statements the pro forma disclosures required
   by Statement of Financial Accounting Standards No. 123, "Accounting for
   Stock-Based Compensation" (FAS 123). See note 14. The Company accounts for
   its stock-based non-employee compensation plans at fair value.

   FUTURE APPLICATION OF ACCOUNTING STANDARDS

   In June 1998, the FASB issued Statement of Financial Accounting Standards No.
   133, "Accounting for Derivative Instruments and Hedging Activities" (FAS
   133). In June 1999, the FASB issued Statement of Financial Standards No. 137,
   "Deferral of the Effective Date of FASB Statement No. 133" (FAS 137), which
   allows entities that have not yet adopted FAS 133 to defer its effective date
   to all fiscal quarters of all fiscal years beginning after June 15, 2000. In
   June 2000, the FASB issued Statement of Financial Accounting Standards No.
   138, "Accounting for Certain Derivative Instruments and Certain Hedging
   Activities, an amendment of FASB Statement No. 133," which amends the
   accounting and reporting standards of FAS 133. FAS 133 establishes accounting
   and reporting standards for derivative instruments, including certain
   derivative instruments embedded in other contracts (collectively referred to
   as derivatives), and for hedging activities. It requires that an entity
   recognize all derivatives as either assets or liabilities in the consolidated
   balance sheet and measure those instruments at fair value. If certain
   conditions are met, a derivative may be specifically designated as (a) a
   hedge of the exposure to changes in the fair value of a recognized asset or
   liability or an unrecognized firm commitment, (b) a hedge of the exposure to
   variable cash flows of a recognized asset or liability or of a forecasted
   transaction, or (c) a hedge of the foreign currency exposure of a net
   investment in a foreign operation, an unrecognized firm commitment, an
   available-for-sale security, or a foreign-currency-denominated forecasted
   transaction. The accounting for


                                       24
   26
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)



   changes in the fair value of a derivative (that is, gains and losses) depends
   on the intended use of the derivative and the resulting designation. Upon
   initial application of FAS 133, hedging relationships must be designated anew
   and documented pursuant to the provisions of this statement. The Company
   adopted the deferral provisions of FAS 137, effective January 1, 2000. The
   Company will adopt FAS 133, as amended, as of January 1, 2001.

   The Company has determined that the cumulative effect of FAS 133, as amended,
   will not be significant. The Company does, however, anticipate a significant
   and continuing increase in the complexity of the accounting and the
   recordkeeping requirements for hedging activities and for insurance-related
   contracts and may make changes to its risk management strategies. The Company
   does not expect that FAS 133, as amended, will have a significant impact on
   its results of operations, financial condition or liquidity in future
   periods.


2. BUSINESS DISPOSITION

   Effective July 1, 2000, the Company sold 90% of its individual long-term care
   insurance business to General Electric Capital Assurance Company and its
   subsidiary in the form of indemnity reinsurance arrangements. The proceeds
   were $410 million, resulting in a deferred gain of approximately $150 million
   after-tax. The deferred gain will be amortized in relation to anticipated
   premiums. Earned premiums were $138 million, $230 million and $200 million in
   2000, 1999 and 1998, respectively.

3. OPERATING SEGMENTS

   The Company has two reportable business segments that are separately managed
   due to differences in products, services, marketing strategy and resource
   management. The business of each segment is maintained and reported through
   separate legal entities within the Company. The management groups of each
   segment report separately to the common ultimate parent, Citigroup Inc.

   The TRAVELERS LIFE & ANNUITY business segment consolidates primarily the
   business of TIC and TLAC. Travelers Life & Annuity core offerings include
   individual annuity, group annuity, individual life and corporate owned life
   insurance (COLI) insurance products distributed by TIC and TLAC under the
   Travelers name. Among the range of individual products offered are fixed and
   variable deferred annuities, payout annuities and term, universal and
   variable life insurance. The COLI product is a variable universal life
   product distributed through independent specialty brokers. The group products
   include institutional pensions, including guaranteed investment contracts,
   payout annuities, group annuities to employer-sponsored retirement and
   savings plans and structured finance transactions.

   The PRIMERICA LIFE INSURANCE business segment consolidates primarily the
   business of Primerica Life, Primerica Life Insurance Company of Canada,
   CitiLife and NBL. The Primerica Life Insurance business segment offers
   individual life products, primarily term insurance, to customers through a
   nationwide sales force of approximately 87,000 full and part-time licensed
   Personal Financial Analysts.


                                       25
   27
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   The accounting policies of the segments are the same as those described in
   the summary of significant accounting policies (see Note 1), except that
   management also includes receipts on long-duration contracts (universal
   life-type and investment contracts) as deposits along with premiums in
   measuring business volume. The amount of investments in equity method
   investees and total expenditures for additions to long-lived assets other
   than financial instruments, long-term customer relationships of a financial
   institution, mortgage and other servicing rights, and deferred tax assets,
   were not material.

   BUSINESS SEGMENT INFORMATION:



   ----------------------------------------------------------------------------------------------------------
                                                            TRAVELERS LIFE      PRIMERICA LIFE
    2000 ($ in millions)                                      & ANNUITY            INSURANCE           TOTAL
   ----------------------------------------------------------------------------------------------------------
                                                                                           
    Business Volume:
       Premiums                                                $   860              $1,106          $ 1,966
       Deposits                                                 11,536                  --           11,536
                                                               -------              ------          -------
    Total business volume                                      $12,396              $1,106          $13,502
    Net investment income                                        2,450                 280            2,730
    Interest credited to contractholders                         1,038                  --            1,038
    Amortization of deferred acquisition costs                     166                 181              347
    Total expenditures for deferred acquisition costs              376                 272              648
    Federal income taxes on Operating Income                       381                 197              578
    Operating Income (excludes realized gains or
        losses and the related FIT)                            $   777              $  376          $ 1,153
    Segment Assets                                             $62,771              $7,522          $70,293
   ----------------------------------------------------------------------------------------------------------





    ---------------------------------------------------------------------------------------------------------
                                                            TRAVELERS LIFE     PRIMERICA LIFE
    1999 ($ in millions)                                      & ANNUITY          INSURANCE            TOTAL
    ---------------------------------------------------------------------------------------------------------
                                                                                             
    Business Volume:
       Premiums                                                $   656             $1,072             $ 1,728
       Deposits                                                 10,639                 --              10,639
                                                               -------             ------             -------
    Total business volume                                      $11,295             $1,072             $12,367
    Net investment income                                        2,249                257               2,506
    Interest credited to contractholders                           937                 --                 937
    Amortization of deferred acquisition costs                     127                188                 315
    Total expenditures for deferred acquisition costs              430                256                 686
    Federal income taxes on Operating Income                       319                186                 505
    Operating Income (excludes realized gains or
       losses and the related FIT)                             $   619             $  355             $   974
    Segment Assets                                             $56,615             $6,916             $63,531
    ---------------------------------------------------------------------------------------------------------



                                       26
   28
                    THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)




   -----------------------------------------------------------------------------------------------------
                                                           TRAVELERS LIFE  PRIMERICA LIFE
   1998 ($ in millions)                                       & ANNUITY       INSURANCE          TOTAL
   -----------------------------------------------------------------------------------------------------
                                                                                       
    Business Volume:
       Premiums                                                $   670          $1,057          $ 1,727
       Deposits                                                  7,437              --            7,437
                                                               -------          ------          -------
    Total business volume                                      $ 8,107          $1,057          $ 9,164
    Net investment income                                        1,965             220            2,185
    Interest credited to contractholders                           876              --              876
    Amortization of deferred acquisition costs                      88             187              275
    Total expenditures for deferred acquisition costs              319             247              566
    Federal income taxes on Operating Income                       260             170              430
    Operating Income (excludes realized gains or
       losses and the related FIT)                             $   493          $  312          $   805
    Segment Assets                                             $49,646          $6,902          $56,548
   -----------------------------------------------------------------------------------------------------



                                       27
   29
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)




    -------------------------------------------------------------------------------------------
    BUSINESS SEGMENT RECONCILIATION:
    ($ in millions)
    -------------------------------------------------------------------------------------------

    REVENUES                                            2000            1999             1998
    -------------------------------------------------------------------------------------------
                                                                             
    Total business volume                             $ 13,502        $ 12,367        $  9,164
    Net investment income                                2,730           2,506           2,185
    Realized investment gains (losses)                     (77)            113             149
    Other revenues, including fee income                   635             521             440
    Elimination of deposits                            (11,536)        (10,639)         (7,437)
    -------------------------------------------------------------------------------------------
        Total revenues                                $  5,254        $  4,868        $  4,501
    ===========================================================================================




    OPERATING INCOME                                    2000            1999             1998
    -------------------------------------------------------------------------------------------
                                                                             
    Total operating income of business segments       $  1,153        $    974        $    805
    Realized investment gains (losses), net of tax         (50)             73              97
    -------------------------------------------------------------------------------------------
        Income from continuing operations             $  1,103        $  1,047        $    902
    ===========================================================================================




    ASSETS                                              2000            1999             1998
    -------------------------------------------------------------------------------------------
                                                                             
    Total assets of business segments                 $ 70,293        $ 63,531        $ 56,548
    ===========================================================================================




    BUSINESS VOLUME AND REVENUES                          2000            1999            1998
    -------------------------------------------------------------------------------------------
                                                                             
    Individual Annuities                              $  7,101        $  5,816        $  4,326
    Group Annuities                                      6,563           6,572           4,942
    Individual Life and Health Insurance                 2,445           2,424           2,257
    Other (a)                                              681             695             413
    Elimination of deposits                            (11,536)        (10,639)         (7,437)
    -------------------------------------------------------------------------------------------
        Total Revenue                                 $  5,254        $  4,868        $  4,501
    ===========================================================================================


   (a)   Other represents revenue attributable to unallocated capital and
         run-off businesses.


   The Company's revenue was derived almost entirely from U.S. domestic
   business. Revenue attributable to foreign countries was insignificant.

   The Company had no transactions with a single customer representing 10% or
   more of its revenue.


                                       28
   30
                  THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


4. INVESTMENTS

   FIXED MATURITIES

   The amortized cost and fair value of investments in fixed maturities were as
   follows:



      -----------------------------------------------------------------------------------------------------------
                                                                          GROSS          GROSS
      DECEMBER 31, 2000                                  AMORTIZED      UNREALIZED     UNREALIZED        FAIR
      ($ in millions)                                       COST           GAINS         LOSSES         VALUE
      -----------------------------------------------------------------------------------------------------------
                                                                                           
      AVAILABLE FOR SALE:
         Mortgage-backed securities -
         CMOs and pass-through securities                 $ 5,492          $169          $ 34          $ 5,627
         U.S. Treasury securities and obligations
         of U.S. Government and government
         agencies and authorities                           1,141            71             5            1,207
         Obligations of states, municipalities
         and political subdivisions                           168            14             1              181
         Debt securities issued by foreign
         governments                                          761            18            14              765
         All other corporate bonds                         14,575           269           253           14,591
         Other debt securities                              4,217            87            59            4,245
         Redeemable preferred stock                           201            14            19              196
      -----------------------------------------------------------------------------------------------------------
            Total Available For Sale                      $26,555          $642          $385          $26,812
      -----------------------------------------------------------------------------------------------------------




                                                                             GROSS        GROSS
      DECEMBER 31, 1999                                    AMORTIZED      UNREALIZED    UNREALIZED        FAIR
      ($ in millions)                                        COST            GAINS        LOSSES          VALUE
      -----------------------------------------------------------------------------------------------------------
                                                                                             
      AVAILABLE FOR SALE:
         Mortgage-backed securities -
         CMOs and pass-through securities                   $ 5,081          $ 22          $224          $ 4,879
         U.S. Treasury securities and obligations
         of U.S. Government and government
         agencies and authorities                             1,032            14            53              993
         Obligations of states, municipalities and
         political subdivisions                                 214            --            31              183
         Debt securities issued by foreign
         governments                                            811            35            10              836
         All other corporate bonds                           13,938            69           384           13,623
         Other debt securities                                3,319            30            99            3,250
         Redeemable preferred stock                             105             4             7              102
      -----------------------------------------------------------------------------------------------------------
            Total Available For Sale                        $24,500          $174          $808          $23,866
      -----------------------------------------------------------------------------------------------------------



                                       29
   31
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   Proceeds from sales of fixed maturities classified as available for sale were
   $10.8 billion, $12.6 billion and $13.4 billion in 2000, 1999 and 1998,
   respectively. Gross gains of $213 million, $200 million and $314 million and
   gross losses of $432 million, $223 million and $203 million in 2000, 1999 and
   1998, respectively, were realized on those sales.

   Fair values of investments in fixed maturities are based on quoted market
   prices or dealer quotes or, if these are not available, discounted expected
   cash flows using market rates commensurate with the credit quality and
   maturity of the investment. The fair value of investments for which a quoted
   market price or dealer quote are not available amounted to $4.8 billion at
   December 31, 2000 and 1999.

   The amortized cost and fair value of fixed maturities at December 31, 2000,
   by contractual maturity, are shown below. Actual maturities will differ from
   contractual maturities because borrowers may have the right to call or prepay
   obligations with or without call or prepayment penalties.



      --------------------------------------------------------------------------
                                                    AMORTIZED
      ($ in millions)                                  COST          FAIR VALUE
      --------------------------------------------------------------------------
                                                                
      MATURITY:
         Due in one year or less                     $ 1,556          $ 1,545
         Due after 1 year through 5 years              7,789            7,839
         Due after 5 years through 10 years            5,606            5,640
         Due after 10 years                            6,112            6,161
                                                     ------------------------
                                                      21,063           21,185
                                                     ------------------------
         Mortgage-backed securities                    5,492            5,627
      --------------------------------------------------------------------------
            Total Maturity                           $26,555          $26,812
      --------------------------------------------------------------------------



   The Company makes investments in collateralized mortgage obligations (CMOs).
   CMOs typically have high credit quality, offer good liquidity, and provide a
   significant advantage in yield and total return compared to U.S. Treasury
   securities. The Company's investment strategy is to purchase CMO tranches
   which are protected against prepayment risk, including planned amortization
   class (PAC) tranches. Prepayment protected tranches are preferred because
   they provide stable cash flows in a variety of interest rate scenarios. The
   Company does invest in other types of CMO tranches if a careful assessment
   indicates a favorable risk/return tradeoff. The Company does not purchase
   residual interests in CMOs.

   At December 31, 2000 and 1999, the Company held CMOs classified as available
   for sale with a fair value of $4.4 billion and $3.8 billion, respectively.
   Approximately 49% and 52%, respectively, of the Company's CMO holdings are
   fully collateralized by GNMA, FNMA or FHLMC securities at December 31, 2000
   and 1999. In addition, the Company held $1.1 billion of GNMA, FNMA or FHLMC
   mortgage-backed pass-through securities at December 31, 2000 and 1999.
   Virtually all of these securities are rated AAA.


                                       30
   32
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   The Company engages in securities lending whereby certain securities from its
   portfolio are loaned to other institutions for short periods of time. The
   Company generally receives cash collateral from the borrower, equal to at
   least the market value of the loaned securities plus accrued interest, and
   reinvests it in a short-term investment pool. See Note 14. The loaned
   securities remain a recorded asset of the Company, however, the Company
   records a liability for the amount of the collateral held, representing its
   obligation to return the collateral related to these loaned securities, and
   reports that liability as part of other liabilities in the consolidated
   balance sheet. At December 31, 2000 and 1999, the Company held collateral of
   $1.5 billion and $561.1 million, respectively.

   EQUITY SECURITIES

   The cost and fair values of investments in equity securities were as follows:



      ------------------------------------------------------------------------------------------
                                                              GROSS          GROSS
      EQUITY SECURITIES:                                    UNREALIZED     UNREALIZED     FAIR
      ($ in millions)                             COST         GAINS         LOSSES       VALUE
      ------------------------------------------------------------------------------------------
                                                                              
      DECEMBER 31, 2000
         Common stocks                            $139          $ 11          $25          $125
         Non-redeemable preferred stocks           492             7           32           467
      ------------------------------------------------------------------------------------------
            Total Equity Securities               $631          $ 18          $57          $592
      ------------------------------------------------------------------------------------------

      DECEMBER 31, 1999
         Common stocks                            $195          $123          $ 4          $314
         Non-redeemable preferred stocks           496            15           41           470
      ------------------------------------------------------------------------------------------
            Total Equity Securities               $691          $138          $45          $784
      ------------------------------------------------------------------------------------------


   Proceeds from sales of equity securities were $397 million, $100 million and
   $212 million in 2000, 1999 and 1998, respectively. Gross gains of $107
   million, $15 million and $30 million and gross losses of $16 million, $8
   million and $24 million in 2000, 1999 and 1998, respectively, were realized
   on those sales.

   MORTGAGE LOANS AND REAL ESTATE HELD FOR SALE

   At December 31, 2000 and 1999, the Company's mortgage loan and real estate
   held for sale portfolios consisted of the following:



      --------------------------------------------------------------------------------------
      ($ in millions)                                                 2000            1999
      --------------------------------------------------------------------------------------
                                                                               
      Current Mortgage Loans                                         $2,144          $2,228
      Underperforming Mortgage Loans                                     43              57
                                                                     ----------------------
         Total Mortgage Loans                                         2,187           2,285
                                                                     ----------------------

      Real Estate Held For Sale - Foreclosed                             18             223
      Real Estate Held For Sale - Investment                             13              13
      --------------------------------------------------------------------------------------
         Total Real Estate                                               31             236
      --------------------------------------------------------------------------------------
         Total Mortgage Loans and Real Estate Held for Sale          $2,218          $2,521
      ======================================================================================


   Underperforming mortgage loans include delinquent mortgage loans over 90 days
   past due, loans in the process of foreclosure and loans modified at interest
   rates below market.


                                       31
   33
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)



   Aggregate annual maturities on mortgage loans at December 31, 2000 are as
   follows:



      ---------------------------------------------
      YEAR ENDING DECEMBER 31,
      ($ in millions)
      ---------------------------------------------
                                         
      Past Maturity                         $   32
      2001                                     259
      2002                                     152
      2003                                     172
      2004                                     167
      2005                                     124
      Thereafter                             1,281
      ---------------------------------------------
         Total                              $2,187
      ---------------------------------------------


   TRADING SECURITIES

   Trading securities of the Company are held in Tribeca Investments LLC. See
   Note 12.



      -------------------------------------------------------------------------
      ($ in millions)                                     2000           1999
      -------------------------------------------------------------------------
                                                                   
      TRADING SECURITIES OWNED

      Convertible bond arbitrage                         $1,474          $1,045
      Merger arbitrage                                      309             421
      Other                                                  87             212
      -------------------------------------------------------------------------
         Total                                           $1,870          $1,678
      -------------------------------------------------------------------------

      TRADING SECURITIES SOLD NOT YET PURCHASED

      Convertible bond arbitrage                         $  845          $  799
      Merger arbitrage                                      205             299
      Other                                                  59              --
      -------------------------------------------------------------------------
         Total                                           $1,109          $1,098
      -------------------------------------------------------------------------


   The Company's trading portfolio investments and related liabilities are
   normally held for periods less than six months. Therefore, expected future
   cash flows for these assets and liabilities are expected to be realized in
   less than one year.

   OTHER INVESTED ASSETS

   Other invested assets are composed of the following:



      ------------------------------------------------------------------------
      ($ in millions)                                    2000           1999
      ------------------------------------------------------------------------
                                                                 
      Investment in Citigroup preferred stock          $  987          $  987
      Partnership investments                             807             592
      Real estate joint ventures                          535             502
      Other                                                27              17
      ------------------------------------------------------------------------
      Total                                            $2,356          $2,098
      ------------------------------------------------------------------------



                                       32
   34
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   CONCENTRATIONS

   At December 31, 2000 and 1999, the Company had an investment in Citigroup
   Preferred Stock of $987 million. See Note 14.

   The Company maintains a short-term investment pool for its insurance
   affiliates in which the Company also participates. See Note 14.

   The Company had concentrations of investments, primarily fixed maturities at
   fair value, in the following industries:



      --------------------------------------------------
      ($ in millions)                  2000      1999
      --------------------------------------------------
                                          
      Electric Utilities              $2,244    $1,653
      Banking                          2,078     1,906
      Finance                          1,836     1,571
      --------------------------------------------------


   The Company held investments in foreign banks in the amount of $1,082 million
   and $1,012 million at December 31, 2000 and 1999, respectively, which are
   included in the table above. Below investment grade assets included in the
   preceding table were not significant.

   Included in fixed maturities are below investment grade assets totaling $2.0
   billion and $2.2 billion at December 31, 2000 and 1999, respectively. The
   Company defines its below investment grade assets as those securities rated
   "Ba1" or below by external rating agencies, or the equivalent by internal
   analysts when a public rating does not exist. Such assets include publicly
   traded below investment grade bonds and certain other privately issued bonds
   and notes that are classified as below investment grade.

   Mortgage loan investments are relatively evenly dispersed throughout the
   United States, with no significant holdings in any one state. Also, there is
   no significant mortgage loan investment in a particular property type.

   The Company monitors creditworthiness of counterparties to all financial
   instruments by using controls that include credit approvals, limits and other
   monitoring procedures. Collateral for fixed maturities often includes pledges
   of assets, including stock and other assets, guarantees and letters of
   credit. The Company's underwriting standards with respect to new mortgage
   loans generally require loan to value ratios of 75% or less at the time of
   mortgage origination.

   NON-INCOME PRODUCING INVESTMENTS

   Investments included in the consolidated balance sheets that were non-income
   producing for the preceding 12 months were insignificant.

   RESTRUCTURED INVESTMENTS

   The Company had mortgage loans and debt securities that were restructured at
   below market terms at December 31, 2000 and 1999. The balances of the
   restructured investments were insignificant. The new terms typically defer a
   portion of contract interest payments to varying future periods. The accrual
   of interest is suspended on all restructured assets, and interest income is
   reported only as payment is received. Gross interest income on restructured
   assets that would have been recorded in accordance with the original terms of
   such loans was insignificant in 2000 and in 1999. Interest on these assets,
   included in net investment income, was also insignificant in 2000 and 1999.


                                       33
   35
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

   NET INVESTMENT INCOME



      ---------------------------------------------------------------------
      FOR THE YEAR ENDED DECEMBER 31,             2000      1999       1998
      ($ in millions)
      ---------------------------------------------------------------------
                                                           
      GROSS INVESTMENT INCOME
         Fixed maturities                      $2,061    $1,806     $1,598
         Mortgage loans                           223       235        295
         Trading                                  208       141         43
         Joint ventures and partnerships          150       141         74
         Other, including policy loans            237       287        240
      ---------------------------------------------------------------------
      Total Gross Investment Income             2,879     2,610      2,250
      ---------------------------------------------------------------------
      Investment expenses                         149       104         65
      ---------------------------------------------------------------------
      Net Investment Income                    $2,730    $2,506     $2,185
      ---------------------------------------------------------------------


   REALIZED AND UNREALIZED INVESTMENT GAINS (LOSSES)

   Net realized investment gains (losses) for the periods were as follows:



      ---------------------------------------------------------------------
      FOR THE YEAR ENDED DECEMBER 31,             2000      1999       1998
      ($ in millions)
      ---------------------------------------------------------------------
                                                             
      REALIZED INVESTMENT GAINS (LOSSES)
         Fixed maturities                      $(219)       $(23)     $111
         Equity securities                        91           7         6
         Mortgage loans                           27          29        21
         Real estate held for sale                25         108        16
         Other                                    (1)         (8)       (5)
      ---------------------------------------------------------------------
                Total Realized Investment
                  Gains (Losses)               $ (77)       $113      $149
      ---------------------------------------------------------------------


   Changes in net unrealized investment gains (losses) that are reported as
   accumulated other changes in equity from non-owner sources or unrealized
   gains on Citigroup stock in shareholder's equity were as follows:



      ---------------------------------------------------------------------------------------------------
      FOR THE YEAR ENDED DECEMBER 31,                             2000             1999             1998
      ($ in millions)
      ---------------------------------------------------------------------------------------------------
                                                                                          
      UNREALIZED INVESTMENT GAINS (LOSSES)
         Fixed maturities                                        $ 891           $(1,554)          $    91
         Equity securities                                        (132)               49                13
         Other                                                      14               (30)             (169)
      ---------------------------------------------------------------------------------------------------
            Total Unrealized Investment Gains (Losses)             773            (1,535)              (65)
      ---------------------------------------------------------------------------------------------------

         Related taxes                                             271              (539)              (20)
      ---------------------------------------------------------------------------------------------------
         Change in unrealized investment gains (losses)            502              (996)              (45)
         Transferred to paid in capital, net of tax                 --                --              (585)
         Balance beginning of year                                (398)              598             1,228
      ---------------------------------------------------------------------------------------------------
            Balance End of Year                                  $ 104           $  (398)          $   598
      ---------------------------------------------------------------------------------------------------



                                       34
   36
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   In 1998 Citigroup common stock owned by the Company was converted to
   Citigroup preferred stock. The balance of unrealized appreciation on the
   common stock was transferred to additional paid in capital.

   Included in Other in 1998 is the unrealized loss on Citigroup common stock of
   $167 million prior to the conversion to preferred stock.


5. REINSURANCE

   The Company participates in reinsurance in order to limit losses, minimize
   exposure to large risks, provide additional capacity for future growth and to
   effect business-sharing arrangements. Reinsurance is accomplished through
   various plans of reinsurance, primarily yearly renewable term coinsurance and
   modified coinsurance. The Company remains primarily liable as the direct
   insurer on all risks reinsured.

   Since 1997 universal life business has been reinsured under an 80%/20% quota
   share reinsurance program and term life business has been reinsured under a
   90%/10% quota share reinsurance program. Maximum retention of $2.5 million is
   generally reached on policies in excess of $12.5 million. For other plans of
   insurance, it is the policy of the Company to obtain reinsurance for amounts
   above certain retention limits on individual life policies, which limits vary
   with age and underwriting classification. Generally, the maximum retention on
   an ordinary life risk is $2.5 million. Total in-force business ceded under
   reinsurance contracts is $252.5 billion and $222.5 billion at December 31,
   2000 and 1999.

   The Company writes workers' compensation business through its Accident
   Department. This business is ceded 100% to an affiliate, The Travelers
   Indemnity Company.

   A summary of reinsurance financial data reflected within the consolidated
   statements of income and balance sheets is presented below ($ in millions):



      WRITTEN PREMIUMS                          2000      1999       1998
     ----------------------------------------------------------------------
                                                           
      Direct                                   $2,634    $2,274     $2,310
      Assumed from:
         Non-affiliated companies                  --        --         --
      Ceded to:
         Affiliated companies                   (195)     (206)      (242)
         Non-affiliated companies               (465)     (322)      (317)
     ----------------------------------------------------------------------
      Total Net Written Premiums               $1,974    $1,746     $1,751
     ======================================================================




      EARNED PREMIUMS                           2000      1999       1998
     ----------------------------------------------------------------------
                                                           
      Direct                                   $2,644    $2,248     $2,286
      Assumed from:
         Non-affiliated companies                  --        --         --
      Ceded to:
         Affiliated companies                   (216)     (193)      (251)
         Non-affiliated companies               (462)     (327)      (308)
     ----------------------------------------------------------------------
      Total Net Earned Premiums                $1,966    $1,728     $1,727
     ======================================================================



                                       35
   37
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   Reinsurance recoverables at December 31, 2000 and 1999 include amounts
   recoverable on unpaid and paid losses and were as follows ($ in millions):



      REINSURANCE RECOVERABLES                  2000      1999
     -----------------------------------------------------------
                                                   
      Life and Accident and Health Business:
         Non-affiliated companies              $2,024    $1,221
      Property-Casualty Business:
         Affiliated companies                   1,953     2,013
     -----------------------------------------------------------
      Total Reinsurance Recoverables           $3,977    $3,234
     ===========================================================


   Reinsurance recoverables include $820 million from General Electric Capital
   Assurance Company at December 31, 2000, related to the July 1, 2000 indemnity
   reinsurance transaction. Reinsurance recoverables also include $539 million
   and $569 million, from The Metropolitan Life Insurance Company as of December
   31, 2000 and 1999, respectively.

6. DEPOSIT FUNDS AND RESERVES

   At December 31, 2000 and 1999, the Company had $29.7 billion and $27.0
   billion of life and annuity deposit funds and reserves, respectively. Of that
   total, $16.4 billion and $13.8 billion is not subject to discretionary
   withdrawal based on contract terms. The remaining $13.3 billion and $13.2
   billion is for life and annuity products that are subject to discretionary
   withdrawal by the contractholder. Included in the amounts that are subject to
   discretionary withdrawal is $2.9 billion and $2.1 billion of liabilities that
   are surrenderable with market value adjustments. Also included are an
   additional $4.9 billion and $4.9 billion of life insurance and individual
   annuity liabilities which are subject to discretionary withdrawals, and have
   an average surrender charge of 4.5% and 4.6%. In the payout phase, these
   funds are credited at significantly reduced interest rates. The remaining
   $5.5 billion and $6.2 billion of liabilities are surrenderable without
   charge. More than 10.5% and 12.7% of these relate to individual life products
   for 2000 and 1999, respectively. These risks would have to be underwritten
   again if transferred to another carrier, which is considered a significant
   deterrent against withdrawal by long-term policyholders. Insurance
   liabilities that are surrendered or withdrawn are reduced by outstanding
   policy loans and related accrued interest prior to payout.


7. COMMERCIAL PAPER AND LINES OF CREDIT

   TIC has issued commercial paper directly to investors in prior years. No
   commercial paper was outstanding at December 31, 2000 or December 31, 1999.
   TIC must maintain bank lines of credit at least equal to the amount of the
   outstanding commercial paper. Citigroup and TIC have an agreement with a
   syndicate of banks to provide $1.0 billion of revolving credit, to be
   allocated to Citigroup or TIC. TIC's participation in this agreement is
   limited to $250 million. The agreement consists of a five-year revolving
   credit facility that expires in June 2001. At December 31, 2000 and 1999, no
   credit under this agreement was allocated to TIC. Under this facility TIC is
   required to maintain certain minimum equity and risk-based capital levels. At
   December 31, 2000, the Company was in compliance with these provisions. If
   TIC had borrowings outstanding on this facility, the interest rate would be
   based upon LIBOR plus a contractually negotiated margin.


                                       36
   38
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


8. FEDERAL INCOME TAXES

      EFFECTIVE TAX RATE



      ($ in millions)
      ----------------------------------------------------------------------------------
      FOR THE YEAR ENDED DECEMBER 31,             2000            1999            1998
      ----------------------------------------------------------------------------------
                                                                       
      Income Before Federal Income Taxes        $ 1,654         $ 1,592         $ 1,383
      Statutory Tax Rate                             35%             35%             35%
      ----------------------------------------------------------------------------------
      Expected Federal Income Taxes                 579             557             484
      Tax Effect of:
         Non-taxable investment income              (19)            (19)             (5)
         Other, net                                  (9)              7               2
      ----------------------------------------------------------------------------------
      Federal Income Taxes                      $   551         $   545         $   481
      ==================================================================================
      Effective Tax Rate                             33%             34%             35%
      ----------------------------------------------------------------------------------

      COMPOSITION OF FEDERAL INCOME TAXES
      Current:
         United States                          $   429         $   377         $   418
         Foreign                                     33              32              24
      ----------------------------------------------------------------------------------
         Total                                      462             409             442
      ----------------------------------------------------------------------------------
      Deferred:
         United States                               96             143              40
         Foreign                                     (7)             (7)             (1)
      ----------------------------------------------------------------------------------
         Total                                       89             136              39
      ----------------------------------------------------------------------------------
      Federal Income Taxes                      $   551         $   545         $   481
      ==================================================================================


   Additional tax benefits attributable to employee stock plans allocated
   directly to shareholder's equity for the years ended December 31, 2000, 1999
   and 1998 were $24 million, $17 million and $17 million, respectively.


                                       37
   39
                  THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


   The net deferred tax liabilities at December 31, 2000 and 1999 were comprised
   of the tax effects of temporary differences related to the following assets
   and liabilities:



      ------------------------------------------------------------------------------------------
      ($ in millions)                                                       2000          1999
      ------------------------------------------------------------------------------------------
                                                                                   
      Deferred Tax Assets:
         Benefit, reinsurance and other reserves                          $   667        $ 645
         Operating lease reserves                                              66           70
         Investments, net                                                      --           11
         Other employee benefits                                              102          106
         Other                                                                139          142
      ------------------------------------------------------------------------------------------
            Total                                                             974          974
      ------------------------------------------------------------------------------------------

      Deferred Tax Liabilities:
         Deferred acquisition costs and value of insurance in force          (843)        (773)
         Investments, net                                                    (308)          --
         Other                                                               (107)        (124)
      ------------------------------------------------------------------------------------------
            Total                                                          (1,258)        (897)
      ------------------------------------------------------------------------------------------
      Net Deferred Tax (Liability) Asset Before Valuation Allowance          (284)          77
      Valuation Allowance for Deferred Tax Assets                               0         (100)
      ------------------------------------------------------------------------------------------
      Net Deferred Tax Liability After Valuation Allowance                $  (284)       $ (23)
      ------------------------------------------------------------------------------------------


   The Company and its life insurance subsidiaries file a consolidated federal
   income tax return. Federal income taxes are allocated to each member of the
   consolidated group on a separate return basis adjusted for credits and other
   amounts required by the consolidation process. Any resulting liability will
   be paid currently to the Company. Any credits for losses will be paid by the
   Company to the extent that such credits are for tax benefits that have been
   utilized in the consolidated federal income tax return.

   The elimination of the valuation allowance for deferred tax assets in 2000
   resulted from an analysis of the availability of capital gains to offset
   capital losses. In management's opinion, there will be adequate capital gains
   to make realization of existing capital losses more likely than not. The
   reduction in the valuation allowance was recognized by reducing goodwill.

   At December 31, 2000, the Company had no ordinary or capital loss
   carryforwards.

   The policyholders surplus account, which arose under prior tax law, is
   generally that portion of the gain from operations that has not been
   subjected to tax, plus certain deductions. The balance of this account is
   approximately $932 million. Income taxes are not provided for on this amount
   because under current U.S. tax rules such taxes will become payable only to
   the extent such amounts are distributed as a dividend or exceed limits
   prescribed by federal law. Distributions are not currently contemplated from
   this account. At current rates the maximum amount of such tax would be
   approximately $326 million.


                                       38
   40
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


9. SHAREHOLDER'S EQUITY

   Shareholder's Equity and Dividend Availability

   The Company's statutory net income, which includes the statutory net income
   of all insurance subsidiaries, was $981 million, $890 million and $702
   million for the years ended December 31, 2000, 1999 and 1998, respectively.

   The Company's statutory capital and surplus was $5.16 billion and $5.03
   billion at December 31, 2000 and 1999, respectively.

   Effective January 1, 2001, the Company will prepare its statutory basis
   financial statements in accordance with the revised Manual subject to any
   deviations prescribed or permitted by its domicilary insurance commissioners
   (see Note 1, Summary of Significant Accounting Policies, Permitted Statutory
   Accounting Practices). The Company has estimated that the impact of this
   change on statutory capital and surplus will not be significant.

   The Company is currently subject to various regulatory restrictions that
   limit the maximum amount of dividends available to be paid to its parent
   without prior approval of insurance regulatory authorities. A maximum of $984
   million is available by the end of the year 2001 for such dividends without
   prior approval of the Connecticut Insurance Department. In addition, under a
   revolving credit facility, the Company is required to maintain certain
   minimum equity and risk-based capital levels. The Company was in compliance
   with these covenants at December 31, 2000 and 1999. The Company paid
   dividends of $860 million, $550 million and $110 million in 2000, 1999 and
   1998, respectively.


                                       39

   41
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)



9.   SHAREHOLDER'S EQUITY (CONTINUED)

Accumulated Other Changes in Equity from Non-Owner Sources, Net of Tax
- --------------------------------------------------------------------------------

Changes in each component of Accumulated Other Changes in Equity from Non-Owner
Sources were as follows:
- --------------------------------------------------------------------------------



                                                              NET UNREALIZED       FOREIGN            ACCUMULATED OTHER
                                                              GAIN (LOSS) ON       CURRENCY           CHANGES IN EQUITY
                                                              INVESTMENT           TRANSLATION        FROM  NON-OWNER
($ in millions)                                               SECURITIES           ADJUSTMENTS        SOURCES
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                             
BALANCE, JANUARY 1, 1998                                             $545                $(10)                  $535
Unrealized gains on investment securities,
     Net of tax of $85                                                159                   -                    159
Less: reclassification adjustment for gains
     Included in net income, net of tax of $52                         97                   -                     97
Foreign currency translation adjustment,
     Net of tax of $2                                                   -                   1                      1
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT PERIOD CHANGE                                                  62                   1                     63
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998                                            607                  (9)                   598
Unrealized losses on investment securities,
     Net of tax of $497                                              (923)                  -                   (923)
Less: reclassification adjustment for gains
     Included in net income, net of tax of $40                         73                   -                     73
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT PERIOD CHANGE                                                (996)                  -                    (996)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999                                           (389)                 (9)                   (398)
- ------------------------------------------------------------------------------------------------------------------------------------
Unrealized gain on investment securities,
     Net of tax of $297                                               551                   -                     551
Less: reclassification adjustment for losses
     Included in net income, net of tax of $(27)                      (50)                  -                     (50)
Foreign currency translation adjustment,
     Net of tax of $1                                                   -                   1                       1
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT PERIOD CHANGE                                                 501                   1                     502
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000                                            112                  (8)                    104
- ------------------------------------------------------------------------------------------------------------------------------------



                                       40
   42
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


10.  BENEFIT PLANS

     Pension and Other Postretirement Benefits
     -----------------------------------------

     The Company participates in a qualified, noncontributory defined benefit
     pension plan sponsored by Citigroup. In addition, the Company provides
     certain other postretirement benefits to retired employees through a plan
     sponsored by TIGI. The Company's share of net expense for the qualified
     pension and other postretirement benefit plans was not significant for
     2000, 1999 and 1998.

     401(k) Savings Plan
     -------------------

     Substantially all of the Company's employees are eligible to participate in
     a 401(k) savings plan sponsored by Citigroup. The Company's expenses in
     connection with the 401(k) savings plan were not significant in 2000, 1999
     and 1998.


11.  LEASES

     Most leasing functions for TIGI and its subsidiaries are administered by
     Travelers Property Casualty Corp. (TPC). Rent expense related to all leases
     is shared by the companies on a cost allocation method based generally on
     estimated usage by department. Net rent expense was $26 million, $30
     million, and $24 million in 2000, 1999 and 1998, respectively.



- --------------------------------------------------------------------------------
        YEAR ENDING DECEMBER 31,                              MINIMUM OPERATING
        ($ in millions)                                        RENTAL PAYMENTS
- --------------------------------------------------------------------------------

                                                           
        2001                                                       $49
        2002                                                        48
        2003                                                        47
        2004                                                        43
        2005                                                        41
        Thereafter                                                 283
- --------------------------------------------------------------------------------
        Total Rental Payments                                     $511
- --------------------------------------------------------------------------------



     Future sublease rental income of approximately $90 million will partially
     offset these commitments. Also, the Company will be reimbursed for 50% of
     the rental expense for a particular lease totaling $182 million, by an
     affiliate. Minimum future capital lease payments are not significant.

     The Company is reimbursed for use of furniture and equipment through cost
     sharing agreements by its affiliates.


                                       41
   43
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


12.  DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

     Derivative Financial Instruments
     --------------------------------

     The Company uses derivative financial instruments, including financial
     futures, interest rate swaps, currency swaps, equity swaps, options and
     forward contracts as a means of hedging exposure to interest rate, equity
     price, and foreign currency risk on anticipated transactions or existing
     assets and liabilities. The Company, through Tribeca Investments LLC, a
     subsidiary that is a broker/dealer, holds and issues derivative instruments
     for trading purposes. All of these derivative financial instruments have
     off-balance sheet risk. Financial instruments with off-balance sheet risk
     involve, to varying degrees, elements of credit and market risk in excess
     of the amount recognized in the balance sheet. The contract or notional
     amounts of these instruments reflect the extent of involvement the Company
     has in a particular class of financial instrument. However, the maximum
     loss of cash flow associated with these instruments can be less than these
     amounts. For interest rate swaps, currency swaps, equity swaps, options and
     forward contracts, credit risk is limited to the amount that it would cost
     the Company to replace the contracts. Financial futures contracts and
     purchased listed option contracts have little credit risk since organized
     exchanges are the counterparties. The Company as a writer of option
     contracts has no credit risk since the counterparty has no performance
     obligation after it has paid a cash premium.

     The Company monitors creditworthiness of counterparties to these financial
     instruments by using criteria of acceptable risk that are consistent with
     on-balance sheet financial instruments. The controls include credit
     approvals, limits and other monitoring procedures.

     The Company uses exchange-traded financial futures contracts to manage its
     exposure to changes in interest rates that arise from the sale of certain
     insurance and investment products, or the need to reinvest proceeds from
     the sale or maturity of investments. To hedge against adverse changes in
     interest rates, the Company enters long or short positions in financial
     futures contracts which offset asset price changes resulting from changes
     in market interest rates until an investment is purchased or a product is
     sold.

     Margin payments are required to enter a futures contract and contract gains
     or losses are settled daily in cash. The contract amount of futures
     contracts represents the extent of the Company's involvement, but not
     future cash requirements, as open positions are typically closed out prior
     to the delivery date of the contract.

     At December 31, 2000 and 1999, the Company held financial futures contracts
     with notional amounts of $493 million and $255 million, respectively. These
     financial futures had no deferred gain or deferred loss in 2000, and a
     deferred gain of $1.8 million and a deferred loss of $.5 million in 1999.
     Total gains of $6.9 million from financial futures were deferred at
     December 31, 1999, relating to anticipated investment purchases and
     investment product sales, and are reported as other liabilities. There were
     no deferred amounts at December 31, 2000. At December 31, 2000 and 1999,
     the Company's futures contracts had no fair value because these contracts
     were marked to market and settled in cash daily.

     The Company enters into interest rate swaps in connection with other
     financial instruments to provide greater risk diversification and better
     match assets and liabilities. Under interest rate swaps, the Company agrees
     with other parties to exchange, at specified intervals, the difference
     between fixed-rate and floating-rate interest amounts calculated by
     reference to an agreed notional principal amount. The Company also enters


                                       42
   44
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


     into basis swaps in which both legs of the swap are floating with each
     based on a different index. Generally, no cash is exchanged at the outset
     of the contract and no principal payments are made by either party. A
     single net payment is usually made by one counterparty at each due date.
     Swap agreements are not exchange-traded so they are subject to the risk of
     default by the counterparty.

     At December 31, 2000 and 1999, the Company held interest rate swap
     contracts with notional amounts of $1,904 million and $1,498 million,
     respectively. The fair value of these financial instruments was $8.4
     million (gain position) and $21.2 million (loss position) at December 31,
     2000 and was $25.1 million (gain position) and $26.3 million (loss
     position) at December 31, 1999. The fair values were determined using the
     discounted cash flow method.

     The Company enters into currency swaps in connection with other financial
     instruments to provide greater risk diversification and better match assets
     purchased in U.S. Dollars with corresponding funding agreements issued in
     foreign currencies. Under currency swaps, the Company agrees with other
     parties to exchange, at specified intervals, foreign currency for U.S.
     Dollars based upon interest amounts calculated by reference to an agreed
     notional principal amount. Generally, there is an exchange of foreign
     currency for U.S. Dollars at the outset of the contract based upon the
     prevailing foreign exchange rate. Swap agreements are not exchange-traded
     so they are subject to the risk of default by the counterparty.

     At December 31, 2000 and 1999, the Company held currency swap contracts
     with notional amounts of $974.0 million and $732.7 million, respectively.
     The fair value of these financial instruments was $1.0 million (gain
     position) and $144.3 million (loss position) at December 31, 2000,
     respectively, and $59.0 million (loss position) at December 31, 1999. The
     fair values were determined using the discounted cash flow method.

     At December 31, 2000 and 1999, the Company held interest rate, currency and
     equity swap contracts with affiliate counterparties with a notional amount
     of $168.7 million and $207.5 million, respectively, and a fair value of
     $8.3 million (gain position) and $22.6 million (loss position),
     respectively.

     The Company uses equity option contracts to manage its exposure to changes
     in equity market prices that arise from the sale of certain insurance
     products. To hedge against adverse changes in the equity market prices, the
     Company enters long positions in equity option contracts with major
     financial institutions. These contracts allow the Company, for a fee, the
     right to receive a payment if the Standard and Poor's 500 Index falls below
     agreed upon strike prices.

     At December 31, 2000 and 1999, the Company held equity options with
     notional amounts of $462.3 million and $275.4 million, respectively. The
     fair value of these financial instruments was $14.4 million (gain position)
     and $32.6 million (gain position) at December 31, 2000 and 1999,
     respectively. The fair value of these contracts represents the estimated
     replacement cost as quoted by independent third party brokers.

     The off-balance sheet risks of interest rate options, equity swaps and
     forward contracts were not significant at December 31, 2000 and 1999.

     The off-balance sheet risk of derivative instruments held for trading
     purposes was not significant at December 31, 2000 and 1999.


                                       43
   45
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


     Financial Instruments with Off-Balance Sheet Risk
     -------------------------------------------------
     In the normal course of business, the Company issues fixed and variable
     rate loan commitments and has unfunded commitments to partnerships. The
     off-balance sheet risk of these financial instruments was not significant
     at December 31, 2000 and 1999. The Company had unfunded commitments to
     partnerships with a value of $491.2 million and $459.8 million at December
     31, 2000 and 1999, respectively.

     Fair Value of Certain Financial Instruments
     -------------------------------------------
     The Company uses various financial instruments in the normal course of its
     business. Certain insurance contracts are excluded by Statement of
     Financial Accounting Standards No. 107, "Disclosure about Fair Value of
     Financial Instruments", and therefore are not included in the amounts
     discussed.

     At December 31, 2000 and 1999, investments in fixed maturities had a
     carrying value and a fair value of $26.8 billion and $23.9 billion,
     respectively. See Notes 1 and 4.

     At December 31, 2000, mortgage loans had a carrying value of $2.2 billion
     and a fair value of $2.2 billion and in 1999 had a carrying value of $2.3
     billion and a fair value of $2.3 billion. In estimating fair value, the
     Company used interest rates reflecting the current real estate financing
     market.

     Citigroup Preferred Stock, included in other invested assets, had a
     carrying value and fair value of $987 million at December 31, 2000 and
     1999.

     At December 31, 2000, contractholder funds with defined maturities had a
     carrying value of $6.8 billion and a fair value of $6.7 billion, compared
     with a carrying value and a fair value of $5.0 billion and $4.7 billion at
     December 31, 1999. The fair value of these contracts is determined by
     discounting expected cash flows at an interest rate commensurate with the
     Company's credit risk and the expected timing of cash flows. Contractholder
     funds without defined maturities had a carrying value of $10.1 billion and
     a fair value of $9.9 billion at December 31, 2000, compared with a carrying
     value of $10.1 billion and a fair value of $9.9 billion at December 31,
     1999. These contracts generally are valued at surrender value.

     The carrying values of $588 million and $228 million of financial
     instruments classified as other assets approximated their fair values at
     December 31, 2000 and 1999, respectively. The carrying values of $2.4
     billion and $1.4 billion of financial instruments classified as other
     liabilities also approximated their fair values at December 31, 2000 and
     1999, respectively. Fair value is determined using various methods,
     including discounted cash flows, as appropriate for the various financial
     instruments.

     The assets of separate accounts providing a guaranteed return had a
     carrying value and a fair value of $376 million at December 31, 2000,
     compared with a carrying value and a fair value of $251 million at December
     31, 1999. The liabilities of separate accounts providing a guaranteed
     return had a carrying value and a fair value of $376 million at December
     31, 2000, compared with a carrying value and a fair value of $251 million
     at December 31, 1999.

     The carrying values of cash, trading securities and trading securities sold
     not yet purchased are carried at fair value. The carrying values of
     short-term securities and investment income accrued approximated their fair
     values.

     The carrying value of policy loans, which have no defined maturities, is
     considered to be fair value.


                                       44
   46
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


13.  COMMITMENTS AND CONTINGENCIES

     Financial Instruments with Off-Balance Sheet Risk
     -------------------------------------------------
     See Note 12 for a discussion of financial instruments with off-balance
     sheet risk.

     Litigation
     ----------

     In March 1997, a purported class action entitled Patterman v. The
     Travelers, Inc., et al. was commenced in the Superior Court of Richmond
     County, Georgia, alleging, among other things, violations of the Georgia
     RICO statute and other state laws by an affiliate of the Company, Primerica
     Financial Services, Inc. and certain of its affiliates. Plaintiffs seek
     unspecified compensatory and punitive damages and other relief. From
     February 1998 through April 2000, various motions for transfer of the
     lawsuit were heard and appealed. In April 2000, the matter was remanded to
     the Superior Court of Richmond County by the Georgia Supreme Court. Also,
     in April 2000 defendants moved for summary judgement on all counts of the
     complaint. Discovery commenced in May 2000. Defendants intend to vigorously
     contest the litigation.

     The Company is also a defendant or co-defendant in various other litigation
     matters in the normal course of business. Although there can be no
     assurances, as of December 31, 2000, the Company believes, based on
     information currently available, that the ultimate resolution of these
     legal proceedings would not be likely to have a material adverse effect on
     its results of operations, financial condition or liquidity.


14.  RELATED PARTY TRANSACTIONS

     The principal banking functions, including payment of salaries and
     expenses, for certain subsidiaries and affiliates of TIGI are handled by
     two companies. The Company handles banking functions for the life and
     annuity operations of Travelers Life & Annuity and some of its
     non-insurance affiliates. The Travelers Indemnity Company handles banking
     functions for the property-casualty operations, including most of its
     property-casualty insurance and non-insurance affiliates. Settlements
     between companies are made at least monthly. The Company provides various
     employee benefits coverages to employees of certain subsidiaries of TIGI.
     The premiums for these coverages were charged in accordance with cost
     allocation procedures based upon salaries or census. In addition,
     investment advisory and management services, data processing services and
     claims processing services are shared with affiliated companies. Charges
     for these services are shared by the companies on cost allocation methods
     based generally on estimated usage by department.

     The Company maintains a short-term investment pool in which its insurance
     affiliates participate. The position of each company participating in the
     pool is calculated and adjusted daily. At December 31, 2000 and 1999, the
     pool totaled approximately $4.4 billion and $2.6 billion, respectively. The
     Company's share of the pool amounted to $1.8 billion and $1.0 billion at
     December 31, 2000 and 1999, respectively, and is included in short-term
     securities in the consolidated balance sheet.

     The Company markets deferred annuity products and life and health insurance
     through its affiliate, Salomon Smith Barney (SSB). Premiums and deposits
     related to these products were $1.9 billion, $1.4 billion, and $1.3 billion
     in 2000, 1999 and 1998, respectively.


                                       45
   47
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


     The Company also markets individual annuity and life and health insurance
     through CitiStreet Retirement Services, LLC (formerly The Copeland
     Companies) a division of CitiStreet a joint venture between Citigroup and
     State Street Bank. Deposits received from CitiStreet Retirement Services,
     LLC were $1.8 billion, $1.6 billion and $1.3 billion in 2000, 1999 and
     1998, respectively.

     During 1998, the Company began distributing individual annuity products
     through an affiliate Citibank, NA, (Citibank). Deposits received from
     Citibank were $392 million in 2000 and were insignificant in 1999 and 1998.

     At December 31, 2000 and 1999 the Company had outstanding loaned securities
     to SSB for $234.1 million and $123.0 million, respectively.

     Included in other invested assets is a $987 million investment in Citigroup
     preferred stock at December 31, 2000 and 1999, carried at cost. Dividends
     received on this investment were $32 million in 2000 and $32 million in
     1999.

     The Company sells structured settlement annuities to the insurance
     subsidiaries of TPC in connection with the settlement of certain
     policyholder obligations. Such premiums and deposits were $191 million,
     $156 million, and $104 million for 2000, 1999 and 1998, respectively.
     Reserves and contractholder funds related to these annuities amounted to
     $811 million and $798 million in 2000 and 1999, respectively.

     In the ordinary course of business, the Company purchases and sells
     securities through affiliated broker-dealers. These transactions are
     conducted on an arm's length basis.

     Primerica Life has entered into a General Agency Agreement with Primerica
     Financial Services, Inc. (Primerica), that provides that Primerica will be
     Primerica Life's general agent for marketing all insurance of Primerica
     Life. In consideration of such services, Primerica Life agreed to pay
     Primerica marketing fees of no less than $10 million based upon U.S. gross
     direct premiums received by Primerica Life. In each of 2000, 1999, and 1998
     the fees paid by Primerica Life were $12.5 million.

     In 1998 Primerica became a distributor of products for Travelers Life &
     Annuity. Primerica sold $1.03 billion, $903 million and $256 million of
     individual annuities in 2000, 1999 and 1998, respectively.

     The Company participates in a stock option plan sponsored by Citigroup that
     provides for the granting of stock options in Citigroup common stock to
     officers and key employees. To further encourage employee stock ownership,
     during 1997 Citigroup introduced the WealthBuilder stock option program.
     Under this program, all employees meeting certain requirements have been
     granted Citigroup stock options. During 2000, Citigroup introduced the
     Citigroup 2000 Stock Purchase Plan, which allowed eligible employees of
     Citigroup including the Company's employees to enter into fixed
     subscription agreements to purchase shares at the market value on the date
     of the agreements. Enrolled employees are permitted to make one purchase
     prior to the expiration date.

     The Company also participates in the Citigroup Capital Accumulation Plan.
     Participating officers and other key employees receive a restricted stock
     award in the form of Citigroup common stock. These restricted stock awards
     generally vest after a three-year period and, except under limited
     circumstances, the stock can not be sold or transferred during the
     restriction period by the participant, who is required to render service to
     the Company during the restricted period.


                                       46
   48
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


     Unearned compensation expense associated with the Citigroup restricted
     common stock grants, which represents the market value of Citigroup's
     common stock at the date of grant is included with other assets in the
     Consolidated Balance Sheet and is recognized as a charge to income ratably
     over the vesting period. The Company's charge to income was insignificant
     during 2000, 1999 and 1998.

     The Company applies Accounting Principles Board Opinion No. 25 (APB 25) and
     related interpretations in accounting for stock options. Since stock
     options under the Citigroup plans are issued at fair market value on the
     date of award, no compensation cost has been recognized for these awards.
     FAS 123 provides an alternative to APB 25 whereby fair values may be
     ascribed to options using a valuation model and amortized to compensation
     cost over the vesting period of the options.

     Had the Company applied FAS 123 in accounting for Citigroup stock options,
     net income would have been the pro forma amounts indicated below:



- ------------------------------------------------------------------------------------------------------------------------------------
       YEAR ENDED DECEMBER 31,                                    2000             1999             1998
       ($ in millions)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                           
       Net income, as reported                                    $1,103           $1,047           $902
       FAS 123 pro forma adjustments, after tax                      (19)             (16)           (13)
- ------------------------------------------------------------------------------------------------------------------------------------
       Net income, pro forma                                      $1,084           $1,031           $889
- ------------------------------------------------------------------------------------------------------------------------------------

       The assumptions used in applying FAS 123 to account for Citigroup stock
       options were as follows:

- ------------------------------------------------------------------------------------------------------------------------------------
       YEAR ENDED DECEMBER 31,                                    2000             1999             1998
- ------------------------------------------------------------------------------------------------------------------------------------
       Expected volatility of Citigroup Stock                        41.5%        44.1%              37.1%
       Risk-free interest rate                                       6.23%        5.29%              5.83%
- ------------------------------------------------------------------------------------------------------------------------------------
       Expected annual dividend per Citigroup share                 $0.78        $0.47               $0.32
- ------------------------------------------------------------------------------------------------------------------------------------
       Expected annual forfeiture rate                                  5%           5%                  5%
- ------------------------------------------------------------------------------------------------------------------------------------



                                       47


   49
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


15.  RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES

     The following table reconciles net income to net cash provided by operating
     activities:



- ------------------------------------------------------------------------------------------------------------------------------------
        FOR THE YEAR ENDED DECEMBER 31,                                              2000            1999           1998
        ($ in millions)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                          
        Net Income From Continuing Operations                                      $1,103         $1,047           $902
             Adjustments to reconcile net income to net cash provided by
             operating activities:
                 Realized (gains) losses                                               77          (113)           (149)
                 Deferred federal income taxes                                         89           136              39
                 Amortization of deferred policy acquisition costs                    347           315             275
                 Additions to deferred policy acquisition costs                      (648)         (686)           (566)
                 Investment income                                                   (384)         (221)           (202)
                 Premium balances                                                      20           (13)             36
                 Insurance reserves and accrued expenses                              559           411             335
                 Other                                                                 77            99             205
- ------------------------------------------------------------------------------------------------------------------------------------
                 Net cash provided by operations                                   $1,240          $975            $875
- ------------------------------------------------------------------------------------------------------------------------------------


16.  NON-CASH INVESTING AND FINANCING ACTIVITIES

     Significant non-cash investing and financing activities include the
     acquisition of real estate through foreclosures of mortgage loans amounting
     to $205 million in 1999 and the conversion of Citigroup common stock into
     Citigroup preferred stock valued at $987 million in 1998.


                                       48
   50
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.


ITEM 11. EXECUTIVE COMPENSATION.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.


                                       49
   51
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) Documents filed:

     (1)  Financial Statements. See index on page 13 of this report.

     (2)  Financial Statement Schedules. See index on page 53 of this report.

     (3)  Exhibits. See Exhibit Index on page 51.


(b) Reports on Form 8-K:

     None


                                       50
   52
                                  EXHIBIT INDEX


      EXHIBIT NO.        DESCRIPTION
      ----------         -----------

               3.   Articles of Incorporation and By-Laws

                    a.)  Charter of The Travelers Insurance Company (the
                         "Company"), as effective October 19, 1994, incorporated
                         by reference to Exhibit 3.01 to the Company's Quarterly
                         Report on Form 10-Q for the fiscal quarter ended
                         September 30, 1994 (File No. 33-33691) (the "Company's
                         September 30, 1994 10-Q").

                    b.)  By-laws of the Company, as effective October 20, 1994,
                         incorporated by reference to Exhibit 3.02 to the
                         Company's September 30, 1994 10-Q.

               10.  Lease for office space in Hartford, Connecticut dated as of
                    April 2, 1996, by and between the Company and The Travelers
                    Indemnity Company, incorporated by reference to Exhibit
                    10.14 to the Annual Report on Form 10-K of Travelers
                    Property Casualty Corp. for the fiscal year ended December
                    31, 1996 (File No. 1-14328).

               21.  Subsidiaries of the Registrant:

                         Omitted pursuant to General Instruction I(2)(b) of Form
                         10-K.


                                       51
   53
                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 14th day of March,
2001.


                         THE TRAVELERS INSURANCE COMPANY
                                  (Registrant)

         By:      /s/ Glenn D. Lammey
            -------------------------
                  Glenn D. Lammey
                  Executive Vice President,
                  Chief Financial Officer and Chief Accounting Officer
                  (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities indicated on the 14th day of March, 2000.


SIGNATURE                             CAPACITY
/s/ George C. Kokulis                 Director and Chief Executive Officer
- --------------------------------      (Principal Executive Officer)
(George C. Kokulis)


/s/ Glenn D. Lammey                   Director, Chief Financial Officer and
- -------------------                   Chief Accounting Officer
(Glenn D. Lammey)                     (Principal Financial Officer and Principal
                                      Accounting Officer)

/s/ Marla Berman Lewitus              Director
- ------------------------
(Marla Berman Lewitus)

/s/ Katherine M. Sullivan             Director
- --------------------------------
(Katherine M. Sullivan)


Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities pursuant to
Section 12 of the Act: NONE

No Annual Report to Security Holders covering the registrant's last fiscal year
or proxy material with respect to any meeting of security holders has been sent,
or will be sent, to security holders.


                                       52
   54


         INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES


                                                                                          PAGE
                                                                                       
The Travelers Insurance Company and Subsidiaries

     Independent Auditors' Report                                                            *

     Consolidated Statements of Income                                                       *

     Consolidated Balance Sheets                                                             *

     Consolidated Statements of Changes In Retained Earnings and
         Accumulated Other Changes in Equity from Non-Owner Sources                          *

     Consolidated Statements of Cash Flows                                                   *

     Notes to Consolidated Financial Statements                                              *

Independent Auditors' Report                                                                54

Schedule I - Summary of Investments - Other than Investments in Related Parties 2000        55

Schedule III - Supplementary Insurance Information 1998-2000                                56

Schedule IV - Reinsurance 1998-2000                                                         57

All other schedules are inapplicable for this filing.





*  See index on page 13


                                       53
   55
                          Independent Auditors' Report



The Board of Directors and Shareholder
The Travelers Insurance Company:

Under date of January 16, 2001, we reported on the consolidated balance sheets
of The Travelers Insurance Company and subsidiaries as of December 31, 2000 and
1999, and the related consolidated statements of income, changes in retained
earnings and accumulated other changes in equity from non-owner sources and cash
flows for each of the years in the three-year period ended December 31, 2000,
which are included in this Form 10-K. In connection with our audits of the
aforementioned consolidated financial statements, we also audited the related
financial statement schedules listed in the accompanying index. These financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statement schedules
based on our audits.

In our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.




/s/ KPMG LLP

Hartford, Connecticut
January 16, 2001


                                       54
   56
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES

                                   SCHEDULE I
       SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
                                DECEMBER 31, 2000
                                 ($ in millions)



- ------------------------------------------------------------------------------------------------------------------------------------
TYPE OF INVESTMENT                                                                                        AMOUNT SHOWN IN
                                                                              COST          VALUE         BALANCE SHEET(1)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Fixed Maturities:
     Bonds:
         U.S. Government and government agencies and
         Authorities                                                        $4,317         $4,479              $4,479
         States, municipalities and political subdivisions                     169            181                 181
         Foreign governments                                                   760            765                 765
         Public utilities                                                    2,147          2,155               2,155
         Convertible bonds and bonds with warrants attached                    348            345                 345
         All other corporate bonds                                          18,612         18,691              18,691
- ------------------------------------------------------------------------------------------------------------------------------------
              Total Bonds                                                   26,353         26,616              26,616
     Redeemable preferred stocks                                               201            196                 196
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Fixed Maturities                                             26,554         26,812              26,812
- ------------------------------------------------------------------------------------------------------------------------------------
Equity Securities:
     Common Stocks:
         Banks, trust and insurance companies                                   19             20                  20
         Industrial, miscellaneous and all other(2)                             75             59                  59
- ------------------------------------------------------------------------------------------------------------------------------------
              Total Common Stocks                                               94             79                  79
     Nonredeemable preferred stocks                                            492            467                 467
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Equity Securities                                               586            546                 546
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage Loans                                                               2,187                              2,187
Real Estate Held For Sale                                                       31                                 31
Policy Loans                                                                 1,249                              1,249
Short-Term Securities                                                        2,136                              2,136
Other Investments(3)(4)(5)                                                   2,963                              2,931
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Investments                                                 $35,706                            $35,892
- ------------------------------------------------------------------------------------------------------------------------------------


(1)  Determined in accordance with methods described in Notes 1 and 4 of the
     Notes to Consolidated Financial Statements.

(2)  Excludes $46 million related party investment.

(3)  Excludes $987 million fair value of Citigroup Inc. preferred stock. See
     Note 14 of Notes to Consolidated Financial Statements.

(4)  Also excludes $308 million fair value of investment in affiliated
     partnership interests.

(5)  Includes derivatives marked to market and recorded at fair value in the
     balance sheet.


                                       55
   57
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES

                                  SCHEDULE III
                       SUPPLEMENTARY INSURANCE INFORMATION
                                 ($ in millions)




- ------------------------------------------------------------------------------------------------------------------------------------
                                        FUTURE
                                        POLICY
                                        BENEFITS,                                                  AMORTIZATION
                           DEFERRED     LOSSES,      OTHER POLICY                       BENEFITS,  OF  DEFERRED
                           POLICY       CLAIMS AND   CLAIMS AND             NET         CLAIMS     POLICY        OTHER
                           ACQUISITION  LOSS         BENEFITS      PREMIUM  INVESTMENT  AND        ACQUISITION   OPERATING  PREMIUMS
                           COSTS        EXPENSES(1)  PAYABLE       REVENUE  INCOME      LOSSES(2)  COSTS         EXPENSES   WRITTEN
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                        2000

                                                                                                 
Travelers Life & Annuity    $1,291        $29,377      $321        $  860   $2,450      $2,294     $166           $233       $ 859
Primerica Life               1,698          2,856       140         1,106      280         496      181            230       1,115
- ------------------------------------------------------------------------------------------------------------------------------------
Total                       $2,989        $32,233      $461        $1,966   $2,730      $2,790     $347           $463      $1,974
====================================================================================================================================
                                                                        1999

Travelers Life & Annuity    $1,081        $26,958      $280         $ 656   $2,249      $1,954     $127           $322       $ 666
Primerica Life               1,607          2,734       158         1,072      257         488      188            197       1,080
- ------------------------------------------------------------------------------------------------------------------------------------
Total                       $2,688        $29,692      $438        $1,728   $2,506      $2,442     $315           $519      $1,746
====================================================================================================================================
                                                                        1998

Travelers Life & Annuity     $ 779        $26,068      $232         $ 670   $1,965      $1,854     $ 88            $306      $ 683
Primerica Life               1,538          2,619       146         1,057      220         484      187             199      1,068
- ------------------------------------------------------------------------------------------------------------------------------------
Total                       $2,317        $28,687      $378        $1,727   $2,185      $2,338     $275            $505     $1,751
====================================================================================================================================


(1) Includes contractholder funds.

(2) Includes interest credited to contractholders.


                                       56
   58
                THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES

                                   SCHEDULE IV
                                   REINSURANCE
                                 ($ in millions)



- ----------------------------------------------------------------------------------------------------------------
                                                                                                      PERCENTAGE
                                                                CEDED TO      ASSUMED                 OF  AMOUNT
                                                     GROSS       OTHER       FROM OTHER      NET        ASSUMED
                                                    AMOUNT     COMPANIES     COMPANIES      AMOUNT      TO NET
- ----------------------------------------------------------------------------------------------------------------
                                                                          2000
                                                                          ----

                                                                                       
       Life Insurance In Force                    $480,958      $252,498      $3,692       $232,152      1.6%
       Premiums:
            Life insurance                          $2,106        $  330        $ --         $1,776       --
            Accident and health insurance              322           132          --            190       --
            Property casualty                          216           216          --             --       --
                                                  --------      --------      ------       --------      -----
                Total Premiums                      $2,644        $  678        $ --         $1,966       --
                                                  ========      ========      ======       ========      =====
                                                                          1999
                                                                          ----
       Life Insurance In Force                    $457,541      $222,522      $3,723       $238,742      1.6%
       Premiums:
            Life insurance                         $ 1,768        $  313         $--        $ 1,455       --
            Accident and health insurance              287            14          --            273       --
            Property casualty                          193           193          --             --       --
                                                  --------      --------      ------       --------      -----
                Total Premiums                     $ 2,248        $  520        $ --        $ 1,728       --
                                                  ========      ========      ======       ========      =====
                                                                          1998
                                                                          ----
       Life Insurance In Force                    $439,784      $201,294       $ 105       $238,595       --
       Premiums:
            Life insurance                         $ 1,784        $  304        $ --        $ 1,480       --
            Accident and health insurance              264            17          --            247       --
            Property casualty                          238           238          --             --       --
                                                  --------      --------      ------       --------      -----
                Total Premiums                     $ 2,286        $  559        $ --        $ 1,727       --
                                                  ========      ========      ======       ========      =====



                                       57