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                                                                EXHIBIT 24(d)




                     MODIFIED GUARANTEED ANNUITY CONTRACTS
                                    "MGA II"

                               POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:


                 That I, JAY S. FISHMAN of Haworth, New Jersey, Director of The
Travelers Life and Annuity Company (hereinafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Assistant Secretary of said Company,
and KATHLEEN A. McGAH, Assistant Secretary of said Company, or either one of
them acting alone, my true and lawful attorney-in-fact, for me, and in my name,
place and stead, to sign registration statements on behalf of said Company on
Form S-2 or other appropriate form under the Securities Act of 1933 for
Modified Guaranteed Annuity Contracts to be offered by the Company and further,
to sign any and all amendments thereto, including post-effective amendments,
that may be filed by the Company on behalf of said registrant.

    IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of April, 1996.



                                          /s/Jay S. Fishman
                                          Director
                                          The Travelers Life and Annuity Company