EXHIBIT 11.01



                                      Travelers Group Inc. and Subsidiaries
                                        Computation of Earnings Per Share
                                   (In millions, except for per share amounts)


                                                             Year Ended December 31,
                                                    ---------------------------------------

                                                    1995             1994            1993 
                                                    ----             ----            ----

                                                                          
Earnings:
  Income from continuing operations               $1,628           $1,157         $   951 
  Discontinued operations                            206              169               - 
  Cumulative effect of accounting changes              -                -             (35)
                                                  ------           ------          ------
        Net income                                $1,834           $1,326         $   916 

  Preferred dividends - series A                     (24)             (24)            (24)
  Preferred dividends - series B                      (7)              (7)             (3)
  Preferred dividends - series C                     (18)             (17)              - 
  Preferred dividends - series D                     (35)             (35)              - 
                                                  ------           ------          ------
                                                     (84)             (83)            (27)

        Income applicable to common stock         $1,750           $1,243         $   889 
                                                   =====            =====          ======

Average shares:
  Common                                            306.4           315.4           228.7 
  Warrants                                             .6               -               - 
  Assumed exercise of dilutive stock options          4.5             3.1             4.9 
  Incremental shares - Capital Accumulation Plan      5.9             3.5             4.2 
                                                  -------          ------          ------
                                                    317.4           322.0           237.8 
                                                   ======           =====           =====
Earnings per share:
  Continuing operations                           $  4.86          $ 3.34         $  3.88 
  Discontinued operations                            0.65            0.52               - 
  Cumulative effect of accounting changes               -               -           (0.14)
                                                  -------          ------           -----
                                                  $  5.51          $ 3.86         $  3.74 
                                                   ======           =====          ======




Earnings per common share is computed after recognition of preferred stock
dividend requirements and is based on the weighted average number of shares
outstanding during the period after consideration of the dilutive effect of
common stock warrants and stock options and the incremental shares assumed
issued under the Capital Accumulation Plan and other restricted stock plans.
Fully diluted earnings per common share, assuming conversion of all outstanding
convertible preferred stock, notes, debentures and the maximum dilutive effect
of common stock equivalents and conversion of the 5.5% convertible preferred
stock, has not been presented because the effects are not material.  The fully
diluted earnings per common share computation for the years ended December 31,
1995, 1994 and 1993 would entail adding the number of shares issuable on
conversion of the other debentures (2 million shares in 1993 only), the
additional common stock equivalents (5.2 million and 1.5 million and .4 million
shares respectively) and the assumed conversion of the convertible preferred
stock (7.0 million, 3.4 million and 1.4 million shares, respectively) to the
number of shares included in the earnings per common share calculation
(resulting in a total of 329.6 million and 326.9 million and 241.6 million
shares, respectively) and eliminating the after-tax interest expense related to
the conversion of other debentures ($3 million in 1993 only) and the elimination
of the preferred stock dividends ($21 million, $7 million and $3 million
respectively).