EXHIBIT  NO. 99.08

                                                 COMPANY'S FORM 8-K
                                                 March 1, 1994 

                                                 Page 2

   Item 5.  Other Events

        In a case  entitled United States v.  Travelers Insurance
   Co.,  filed in  the  United  States  District  Court  for  the
   District  of Connecticut in April 1989, the federal government
   alleges that old  Travelers improperly handled health  benefit
   claims  for individuals who are actively employed and eligible
   for Medicare coverage.   In November 1992, the  Court ruled on
   cross  motions  for  summary  judgment,  and  found  that  old
   Travelers had no  liability for actions taken  in its capacity
   as a claims administrator.  However, the Court also recognized
   that the government's right of recovery is independent  of the
   rights of  the  insured, and  is  not governed  by  procedural
   limitations in the plans.