REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors,
  The Travelers Corporation:

We have audited the accompanying balance sheets of The Travelers Corporation and
Subsidiaries (the "Company") as of December 31, 1993 and 1992, and the related
consolidated statements of operations and retained earnings and cash flows for
each of the three years in the period ended December 31, 1993 (the
"Preacquisition Consolidated Financial Statements").  These Preacquisition
Consolidated Financial Statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these Preacquisition
Consolidated Financial Statements based on our audits.

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

As more fully described in Notes 1 and 23, as of the close of business on
December 31, 1993, the Company was acquired in a purchase business combination
by The Travelers Inc. (formerly Primerica Corporation).  The accompanying
Preacquisition Consolidated Financial Statements, which include only those
accounts of the Company immediately prior to it being acquired, were prepared
for the purpose of complying with the requirements of the Staff of the
Securities and Exchange Commission for inclusion in the Form 10-K of The
Travelers Inc.  These Preacquisition Consolidated Financial Statements are not
intended to be a complete presentation of the Company's financial statements
after its acquisition.

In our opinion, the Preacquisition Consolidated Financial Statements referred to
above present fairly, in all material respects, the preacquisition consolidated
financial position of The Travelers Corporation and Subsidiaries as of
December 31, 1993 and 1992, and the consolidated results of their operations
and their cash flows for each of the three years in the period ended December
31, 1993, in conformity with generally accepted accounting principles.

As discussed in Notes 2, 13, 14 and 15 to the Preacquisition Consolidated
Financial Statements, the Company changed its method of accounting and reporting
for reinsurance in 1993 and its method of accounting for postretirement benefits
other than pensions, accounting for income taxes and accounting for foreclosed
assets in 1992.



/s/ Coopers & Lybrand

Coopers & Lybrand
Hartford, Connecticut
January 24, 1994