SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

TRAVELERS GROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
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(4) Date Filed:
------------------------------------------------------------------------

[LOGO]

TRAVELERS GROUP INC.
388 Greenwich Street
New York, New York 10013

March [23], 1998

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Travelers Group Inc. on Wednesday, April 22, 1998. The meeting will be held at
Carnegie Hall, 881 Seventh Avenue, New York, New York, at 9:00 a.m. local time.
The entrance to Carnegie Hall is on 57th Street just east of Seventh Avenue.

At this meeting of stockholders, we will be voting on a number of important
matters. Please take the time to read carefully each of the proposals for
stockholder action described in the proxy materials.

Thank you for your continued support of our Company.

Sincerely,

/s/ Sanford I. Weil

Sanford I. Weill

CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER

TRAVELERS GROUP INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Travelers Group Inc. (the "Company")
will be held at Carnegie Hall, 881 Seventh Avenue, New York, New York, on
Wednesday, April 22, 1998 at 9:00 a.m. local time, for the following purposes:

ITEM 1. To elect nineteen directors to the Board;

ITEM 2. To ratify the selection of the Company's independent auditors
for 1998;

ITEM 3. To consider and vote upon the proposal to amend the Restated
Certificate of Incorporation of Travelers Group Inc. to increase
to 3 billion the shares of common stock authorized for issuance;

and to transact such other business as may properly come before the
Annual Meeting.

The Board of Directors has set the close of business on March 4, 1998 as the
record date for determining stockholders entitled to notice of and to vote at
the Annual Meeting. A list of stockholders entitled to vote at the Annual
Meeting will be maintained at the Company's headquarters, 388 Greenwich Street,
New York, New York prior to the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting.

By Order of the Board of Directors

/s/ Charles O. Prince, III

Charles O. Prince, III
SECRETARY

March [23], 1998

IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE SIGNED, DATED AND PROMPTLY
RETURNED IN THE ENCLOSED ENVELOPE OR THAT YOU REGISTER YOUR VOTE BY TELEPHONE BY
FOLLOWING THE INSTRUCTIONS FOR TELEPHONIC VOTING ON YOUR PROXY CARD, SO THAT
YOUR SHARES WILL BE REPRESENTED WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING.

TRAVELERS GROUP INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013

------------------------

PROXY STATEMENT
------------------------

ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is being furnished to stockholders of Travelers Group
Inc. (the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies for use at the Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held at Carnegie Hall,
881 Seventh Avenue, New York, New York, on Wednesday, April 22, 1998, at 9:00
a.m. local time, and at any adjournments or postponements of such meeting. This
Proxy Statement and the accompanying proxy card are being mailed beginning on or
about March [23], 1998, to stockholders of the Company on March 4, 1998, the
record date for the Annual Meeting (the "Record Date"). Employees of the Company
who are participants in one or more of the Company's benefit plans may receive
this Proxy Statement and their proxy cards separately. The Company's Annual
Report to Stockholders for the fiscal year ended December 31, 1997 will be
delivered to stockholders prior to or concurrently with the mailing of the proxy
material.

Stockholders of the Company are cordially invited to attend the Annual
Meeting. Whether or not you expect to attend, it is important that you complete
the enclosed proxy card, and sign, date and return it as promptly as possible in
the envelope enclosed for that purpose or vote your shares by telephone by
following the instructions for telephonic voting on your proxy card (except
under the very limited circumstances in which telephonic voting is not
available). You have the right to revoke your proxy at any time prior to its use
by filing a written notice of revocation with the Secretary of the Company prior
to the convening of the Annual Meeting, or by presenting another proxy card with
a later date. If you attend the Annual Meeting and desire to vote in person, you
may request that your previously submitted proxy card not be used.

As a result of prior transactions, including the payment of stock dividends
in 1993, 1996 and 1997 and the merger with The Travelers Corporation ("old
Travelers") and the merger of a wholly owned subsidiary of the Company with
Salomon Inc ("Salomon"), certain of the Company's records, including but not
limited to those relating to stock option grants and deferred shares for
directors, include fractional share amounts. The Company cannot issue fractional
share interests, however, and accordingly fractional share amounts have been
deleted from the numbers reported in this proxy statement.

VOTING RIGHTS

As of the Record Date, the outstanding stock of the Company entitled to
receive notice of and to vote at the Annual Meeting consisted of 1,151,702,575
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), 280,000 shares of the Company's Series I Cumulative Convertible
Preferred Stock (the "Series I Preferred Stock"), 400,000 shares of the
Company's 8.08% Cumulative Preferred Stock, Series J (the "Series J Preferred
Stock"), which is held in the form of depositary shares (the "Series J
Depositary Shares"), each representing an interest in 1/20th of a share of
Series J Preferred Stock, and 500,000 shares of the Company's 8.40% Cumulative
Preferred Stock, Series K (the "Series K Preferred Stock"), which is held in the
form of depositary shares (the "Series K Depositary Shares"), each representing
an interest in 1/20th of a share of Series K Preferred Stock. The Series I
Preferred Stock, the Series J Preferred Stock and the Series K Preferred Stock
(collectively, the "Voting Preferred Stock") were issued in exchange for,
respectively, the Series A Cumulative Convertible Preferred Stock, the 8.08%
Cumulative Preferred Stock, Series D and the 8.40% Cumulative Preferred Stock,
Series E, of Salomon in connection with the merger of Salomon with a wholly
owned subsidiary of the Company (the "Salomon Merger") effective November 28,
1997. Each share of Common Stock is entitled to one vote on each matter that is
voted on at the Annual Meeting. The Series I Preferred Stock is entitled to
44.60526 votes per share on each matter that is voted on at the Annual Meeting.
Each share of Series J and Series K

Preferred Stock is entitled to three votes per share on each matter that is
voted on at the Annual Meeting. The Common Stock and the Voting Preferred Stock
will vote together as a single class on all matters scheduled to be voted on at
the Annual Meeting. Neither the Common Stock nor the Voting Preferred Stock is
entitled to cumulative voting.

None of the Company's other series of preferred stock, the 6.365% Cumulative
Preferred Stock, Series F, the 6.213% Cumulative Preferred Stock, Series G, the
6.231% Cumulative Preferred Stock, Series H and the 5.864% Cumulative Preferred
Stock, Series M, have any right to vote on any of the matters that are scheduled
to be voted on at the Annual Meeting. There are no shares of the Company's 9.50%
Cumulative Preferred Stock, Series L outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the best knowledge of the Company, as of the Record Date no person
"beneficially owned" (as that term is defined by the Securities and Exchange
Commission (the "SEC")) more than 5% of the Common Stock outstanding and
entitled to vote at the Annual Meeting.

All of the Series I Preferred Stock is held of record by subsidiaries of
Berkshire Hathaway Inc.

All of the Series J Preferred Stock and the Series K Preferred Stock is held
of record by The Bank of New York ("BONY"), in its capacity as depositary (the
"Depositary"), under the Deposit Agreements (the "Deposit Agreements") dated
February 23, 1993 and February 13, 1996, respectively, among the Company, as
successor to Salomon, BONY, as successor depositary, and the holders of Series J
depositary receipts or Series K depositary receipts, as the case may be,
representing the Series J Depositary Shares and Series K Depositary Shares,
respectively .

QUORUM; VOTING PROCEDURES

The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the voting power of the Common Stock and the Voting Preferred
Stock outstanding and entitled to vote shall constitute a quorum. Pursuant to
applicable Delaware law, only votes cast "for" a matter constitute affirmative
votes. Votes "withheld" or abstaining from voting are counted for quorum
purposes, but since they are not cast "for" a particular matter, they will have
the same effect as negative votes or votes "against" a particular matter. The
votes required with respect to the items set forth in the Notice of Annual
Meeting of Stockholders are set forth in the discussion of each item herein.

Unless contrary instructions are indicated on the proxy card or in a vote
registered telephonically, all shares of Common Stock and Series I Preferred
Stock represented by valid proxies will be voted FOR all of the items listed on
the proxy card and described below, and will be voted in the discretion of the
persons designated as proxies in respect of such other business, if any, as may
properly be brought before the Annual Meeting. As of the date hereof, the Board
of Directors knows of no other business that will be presented for consideration
at the Annual Meeting other than those matters referred to herein. If you give
specific voting instructions by checking the boxes on the proxy card or by
voting telephonically, your shares of Common Stock will be voted in accordance
with such instructions.

The Depositary will mail to the record holders of the Series J Depositary
Shares and the Series K Depositary Shares as of the Record Date a notice
containing this Proxy Statement and a statement that the holders of the Series J
Depositary Shares and Series K Depositary Shares may instruct the Depositary as
to the exercise of the voting rights represented by the amount of Series J
Preferred Stock and Series K Preferred Stock, respectively, represented by their
Series J Depositary Shares and Series K Depositary Shares (including an express
indication that instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the Company) and a brief statement
as to the manner in which such instructions may be given. The Depositary will
vote or cause to be voted, in accordance with the instructions received from the
holders of the Series J Depositary Shares and Series K Depositary Shares,

the maximum number of whole shares of Series J Preferred Stock and Series K
Preferred Stock, respectively, underlying the Series J Depositary Shares or
Series K Depositary Shares, as the case may be, as to which instructions were
received. If no instructions are received from a holder of Series J Depositary
Shares or Series K Depositary Shares, the Depositary will not vote the
corresponding shares of Series J Preferred Stock or Series K Preferred Stock, as
the case may be, represented thereby.

SECURITY OWNERSHIP OF MANAGEMENT

The Company has long had broad policies to encourage stock ownership among
its directors, officers and employees to align their interests with the
interests of stockholders. The Company believes that these policies have been a
significant factor in the excellent returns achieved by stockholders since the
Company's initial public offering in 1986.

The following table sets forth, as of the Record Date, the Common Stock
ownership of each director and certain executive officers of the Company. As of
the Record Date, the directors and the executive officers of the Company as a
group (36 persons) beneficially owned 36,722,059 shares of Common Stock (or
approximately 3.2% of the total voting power of the Common Stock and Voting
Preferred Stock outstanding and entitled to vote at the Annual Meeting). The
number of shares beneficially owned by such directors and executive officers
includes an aggregate of 8,711,247 shares of Common Stock that such persons may
acquire pursuant to options exercisable within 60 days of the Record Date;
however, such shares, prior to the exercise of the options pursuant to which
they may be acquired, are not entitled to be voted at the Annual Meeting. These
amounts are based upon the Company's records of beneficial ownership by its
current officers, under the Travelers Group 1996 Stock Incentive Plan (the "1996
Incentive Plan"), the Travelers Group Stock Option Plan (the "1986 Option
Plan"), the Travelers Group 401(k) Savings Plan (the "Savings Plan"), the
Travelers Group Capital Accumulation Plan (the "CAP Plan"), the Travelers Group
Employee Incentive Plan, the Travelers Group Stock Purchase Plan, and various
compensation plans for executives of a subsidiary of Salomon Smith Barney (as
defined herein). These amounts also include beneficial ownership by executive
officers under the Salomon Equity Partnership Plan for Key Employees ("Salomon
EPP"), the Salomon Stock Incentive Plan and the Salomon Non-Qualified Stock
Option Plan of 1984, which plans were assumed by the Company in connection with
the Salomon Merger, the old Travelers 1988 Stock Incentive Plan and the old
Travelers 1982 Stock Option Plan, which plans were assumed by the Company in
connection with the merger of old Travelers with and into the Company (the
"Travelers Merger") effective December 31, 1993 and the old Primerica
Corporation Long-Term Incentive Plan, which was assumed by the Company in
connection with the merger with Primerica Corporation in 1988.

As of the Record Date, no individual director or executive officer
beneficially owned one percent or more of the Common Stock outstanding and
entitled to vote at the Annual Meeting, except Mr. Weill who beneficially owned
20,799,755 shares (1.8%) of Common Stock, including 6,020,964 shares that he had
the right to acquire pursuant to options exercisable within 60 days of the
Record Date. As of the Record Date, no individual director or executive officer
beneficially owned any shares of any series of the Company's preferred stock,
including the Voting Preferred Stock. Except as otherwise expressly stated in
the footnotes to the following table, beneficial ownership of shares means that
the beneficial owner thereof has sole voting and investment power over such
shares.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-------------------------------------------------
COMMON STOCK STOCK OPTIONS
BENEFICIALLY EXERCISABLE TOTAL
OWNED WITHIN 60 COMMON STOCK
EXCLUDING DAYS OF BENEFICIALLY
NAME/TITLE OPTIONS(1) RECORD DATE(2) OWNED (1)
- -------------------------------------------------------------- ----------------- -------------- --------------

C. Michael Armstrong.......................................... 33,197 33,197
Director
Judith Arron.................................................. 1,744 1,744
Director
Kenneth J. Bialkin............................................ 468,747 468,747
Director
Steven D. Black(3)............................................ 734,172 241,779 975,951
Executive Officer
Edward H. Budd(4)............................................. 750,102 219,943 970,045
Director
Joseph A. Califano, Jr.(5).................................... 102,770 102,770
Director
Douglas D. Danforth........................................... 141,763 141,763
Director
James Dimon(6)................................................ 2,327,354 767,636 3,094,990
Director and Executive Officer
Leslie B. Disharoon (7)....................................... 243,363 243,363
Director
The Hon. Gerald R. Ford....................................... 71,598 71,598
Director
Thomas W. Jones............................................... 11,547 11,547
Director and Executive Officer
Ann Dibble Jordan............................................. 9,282 9,282
Director
Robert I. Lipp................................................ 1,765,269 352,301 2,177,570
Director and Executive Officer
Michael T. Masin.............................................. 1,594 1,594
Director
Deryck C. Maughan............................................. 573,693 573,693
Director and Executive Officer
Dudley C. Mecum(8)............................................ 134,990 134,990
Director
Andrall E. Pearson............................................ 105,342 105,342
Director
Frank J. Tasco................................................ 38,879 38,879
Director
Linda J. Wachner.............................................. 28,632 28,632
Director
Sanford I. Weill(9)........................................... 14,778,791 6,020,964 20,799,755
Director and Chief Executive Officer
Joseph R. Wright, Jr.......................................... 80,788 80,788
Director
Arthur Zankel(10)............................................. 248,970 248,970
Director
All Directors and Executive Officers as a group (36)
persons)(11)(12)............................................ 28,012,812 8,711,247 36,722,059

- ------------------------

(1) This information includes, as of the Record Date, the following shares which
are also deemed "beneficially owned": (i) the following number of shares of
Common Stock granted in payment of directors' fees to nonemployee directors
under the Company's plan, but receipt of which is deferred: Mr. Armstrong,
18,437; Ms. Arron, 1,594; Mr. Bialkin, 103,662; Mr. Budd, 21,759; Mr.
Califano, 74,462; Mr. Danforth, 91,000; Mr. Disharoon, 103,662; Mr. Jones,
945; Mr. Masin, 1,594; Mr. Mecum, 103,662; Mr. Pearson, 103,662; Mr. Tasco,
32,879; and Mr. Wright, 58,588; (ii) the following number of shares of
Common Stock issued in exchange for shares of old Travelers common stock
held under the old Travelers Deferred Compensation Plan for Non-employee
Directors, receipt of which is deferred: Mr. Armstrong, 11,811; Mr. Lipp,
2,104; and Mr. Weill, 2,816; (iii) the following number of shares of Common
Stock held (as of January 31, 1998) under the Savings Plan, as to which the
holder has voting power but not dispositive power: Mr. Black, 12,007; Mr.
Budd, 12,934; Mr. Dimon, 9,452; Mr. Jones, 63; Mr. Lipp, 15,312; Mr.
Maughan, 4,680; and Mr. Weill, 16,249; (iv) the following number of shares
of Common Stock awarded pursuant to the CAP Plan, as to which the holder may
direct the vote but which remain subject to forfeiture and restrictions on
disposition: Mr. Black, 140,085; Mr. Dimon, 172,893; Mr. Jones, 9,025; Mr.
Lipp, 54,723; and Mr. Weill, 383,940; and (v) the following number of shares
of Common Stock awarded pursuant to Salomon EPP, as to which the holder may
direct the vote but a portion of which shares remain subject to forfeiture:
Mr. Maughan, 347,065.

(2) Non-employee directors are not eligible to receive stock option grants under
the Company's plans.

(3) Includes 30,000 shares of Common Stock owned by Mr. Black's wife, as to
which Mr. Black disclaims beneficial ownership.

(4) Includes 2,107 shares of Common Stock owned by Mr. Budd's wife, as to which
Mr. Budd disclaims beneficial ownership.

(5) Includes 2,400 shares of Common Stock owned by Mr. Califano's wife and 360
shares held by Mr. Califano as custodian, as to which Mr. Califano disclaims
beneficial ownership.

(6) Includes 450,000 shares of Common Stock owned by Mr. Dimon and his wife as
tenants-in-common.

(7) Includes 4,200 shares of Common Stock owned by Mr. Disharoon's wife, as to
which Mr. Disharoon disclaims beneficial ownership.

(8) Includes 2,527 shares of Common Stock owned by Mr. Mecum's wife, as to which
Mr. Mecum disclaims beneficial ownership.

(9) Includes 300 shares of Common Stock owned by Mr. Weill's wife, as to which
Mr. Weill disclaims beneficial ownership.

(10) Includes 600 shares of Common Stock held by a trust of which Mr. Zankel is
a trustee, as to which Mr. Zankel disclaims beneficial ownership.

(11) This information also includes as "beneficially owned" (i) an aggregate of
119,835 shares of Common Stock held under the Savings Plan of the Company,
as to which the respective holders have voting power but not dispositive
power, (ii) an aggregate of 1,256,242 shares of Common Stock awarded under
the CAP Plan, as to which the respective holders may direct the vote but
which shares remain subject to forfeiture and restrictions on disposition,
(iii) an aggregate of 347,065 shares of Common Stock awarded under Salomon
EPP, as to which the holder may direct the vote but a portion of which
shares remain subject to forfeiture, (iv) an aggregate of 44,135 shares of
Common Stock as to which the holders disclaim beneficial ownership and (v)
an aggregate of 531,082 shares of Common Stock held by certain holders with
family members as tenants-in-common.

(12) The Board of Directors of the Company has determined that the senior
executives of the Company and its subsidiaries who comprise the Company's
Planning Group as identified in the Company's Annual Report (the "Planning
Group") are "executive officers" of the Company, notwithstanding that
certain members of the Company's Planning Group are executive officers of
subsidiaries of the Company.

------------------------

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities ("Section 16(a) Persons"), to file reports of ownership and changes
in ownership with the SEC and the New York Stock Exchange, Inc. (the "NYSE"),
and to furnish the Company with copies of all such forms they file. Based solely
on its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that,
during the year ended December 31, 1997, each of its officers, directors and
greater than ten percent stockholders complied with all such applicable filing
requirements.

ITEM 1:
ELECTION OF DIRECTORS

The Board has set the number of directors at 19. The terms of all of the
directors currently serving on the Board expire at the Annual Meeting. All of
the directors currently serving on the Board have been nominated by the Board of
Directors for re-election to one-year terms at the Annual Meeting, other than
Messrs. Budd and Danforth who have indicated to the Company their decision to
retire from the Board and not stand for re-election.

Each nominee elected will hold office until the Annual Meeting of
Stockholders to be held in 1999 and until a successor has been duly elected and
qualified, unless prior to such meeting a director shall resign, or his or her
directorship shall become vacant due to his or her death or removal.

The following information with respect to the principal occupation and
business experience and other affiliations of the directors during the past five
years has been furnished to the Company by the directors. All ages are given as
of the Record Date. Directors' terms as stated below include periods of Board
membership with Commercial Credit Company ("CCC"), a predecessor corporation of
the Company.

The mandatory retirement age for all members of the Board of Directors other
than the Honorable Gerald R. Ford is 75.

The following nineteen individuals have been nominated for election at the
Annual Meeting for a term ending 1999:

[photo] C. MICHAEL ARMSTRONG

Mr. Armstrong, 59, has been a director of the Company since
1993. He is the Chairman and Chief Executive Officer of AT&T Corp.
He was, until November 1997, Chairman and Chief Executive Officer of
Hughes Electronic Corporation, a designer and manufacturer of
advanced electronic systems for automotive, defense, space
communications and industrial applications, located in Los Angeles,
California. Mr. Armstrong was previously an officer of International
Business Machines Corporation ("IBM") where he was a member of IBM's
Management Committee and Chairman of IBM World Trade Corporation. He
is a member of the Board of Trustees of Johns Hopkins University and
is a member of the advisory board of the Yale School of Management.
Mr. Armstrong is Chairman of the President's Export Council, a
member of the Council on Foreign Relations, the National Security
Telecommunications Advisory Committee and the Defense Policy
Advisory Committee on Trade. Mr. Armstrong is a member of the
Supervisory Board of the Thyssen-Bornemisza Group.

[photo] JUDITH ARRON

Ms. Arron, 55, has been a director of the Company since April
1997. She is the Executive Director and Artistic Director of the
Carnegie Hall Corporation. Ms. Arron was previously the Manager of
the Cincinnati Symphony Orchestra and Cincinnati May Festival. Ms.
Arron is Chairman of the National Advisory Board for the Bone Marrow
Transplant Program at the University of Colorado Health Sciences
Center in Denver. A member of the European Concert Halls
Organization, Ms. Arron has also served on the board of the
International Society of Performing Arts Administrators and is
currently a board member of the American Symphony Orchestra League.
She also serves on advisory committees for the Music for Life Aids
Benefits in New York, the Seaver Conducting Awards, the School for
Strings, the Brooke Russell Astor Awards for the New York Public
Library and the Knight Foundation Symphony Orchestra Advisory
Committee.

[photo] KENNETH J. BIALKIN

Mr. Bialkin, 68, has been a director of the Company since 1986.
Mr. Bialkin has been a director of Travelers Property Casualty Corp.
(formerly known as Travelers/Aetna Property Casualty Corp.) ("TAP"),
an 83.4% owned subsidiary of the Company, since 1996. He has been
for more than five years a partner in the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP, which performs legal services for the
Company from time to time. Mr. Bialkin is also a director of The
Municipal Assistance Corporation for the City of New York, Oshap
Technologies, Ltd., Tecnomatix Technologies Ltd. and Sapiens
International Corporation N.V.

[photo] JOSEPH A. CALIFANO, JR.

Mr. Califano, 66, has been a director of the Company since 1988.
He is Chairman and President of The National Center on Addiction and
Substance Abuse at Columbia University, an independent
not-for-profit organization established to combat all forms of
substance abuse. From 1983 to 1992, he was a Senior Partner at the
law firm of Dewey Ballantine LLP, which performs legal services for
the Company from time to time. He is a director of Authentic Fitness
Corporation, Automatic Data Processing, Inc., Chrysler Corporation,
HealthPlan Services Inc., Kmart Corporation and Warnaco Inc., and a
trustee of the American Ditchley Foundation, New York University and
The Twentieth Century Fund. He is Founding Chairman of the Institute
for Social and Economic Policy in the Middle East at the Kennedy
School of Government at Harvard University, a Governor of The New
York and Presbyterian Hospital, and a member of the Institute of
Medicine of the National Academy of Sciences. Mr. Califano served as
Secretary of the United States Department of Health, Education, and
Welfare from 1977 to 1979. He was Special Assistant for Domestic
Affairs to the President of the United States from 1965 to 1969, and
held various positions in the United States Department of Defense
from 1961 to 1965. He is the author of nine books.

[photo] JAMES DIMON

Mr. Dimon, 41, has been a director of the Company since
September 1991. He is President and Chief Operating Officer of the
Company. He is also Co-Chairman of the Board and Co-Chief Executive
Officer of each of Smith Barney Inc. ("Smith Barney") and Salomon
Brothers Inc ("Salomon Brothers"), the Company's major investment
banking and securities brokerage subsidiaries. He is also the
Co-Chief Executive Officer and Co-Chairman of the Board of Salomon
Smith Barney Holdings Inc. ("Salomon Smith Barney"), the immediate
parent company of Smith Barney and Salomon Brothers. Mr. Dimon has
been a director of TAP since 1996. From May 1988 to June 1995 he was
Chief Financial Officer of the Company. He was, from May 1988 to
September 1991, Executive Vice President of the Company. Mr. Dimon
was Chief Operating Officer of Smith Barney until January 1996 and
was Senior Executive Vice President and Chief Administrative Officer
of Smith Barney from 1990 to 1991. From March 1994 to January 1996
he was Chief Operating Officer of the predecessor to Salomon Smith
Barney. From 1986 to 1988, Mr. Dimon was Senior Vice President and
Chief Financial Officer of CCC, the Company's predecessor. From 1982
to 1985, he was a Vice President of American Express Company and
Assistant to the President, Sanford I. Weill. Mr. Dimon is a trustee
of New York University Medical Center and a director of the Center
on Addiction and Substance Abuse, the National Association of
Securities Dealers, Inc. and Tricon Global Restaurants, Inc. and a
member of the Nominating Committee of the New York Stock Exchange,
Inc.

[photo] LESLIE B. DISHAROON

Mr. Disharoon, 65, has been a director of the Company since
1986. He was Chairman of the Board, President and Chief Executive
Officer of Monumental Corporation (an insurance holding company)
from 1978 to 1988. He is Chairman of the Board of The John Hopkins
Health System Endowment, a director of Aegon USA, Inc., GRC
International Inc. and M.S.D. & T. Funds, Inc., and President of the
Caves Valley Club Inc.

[photo] THE HONORABLE GERALD R. FORD

The Honorable Gerald R. Ford, 84, has been a director or an
honorary director of the Company since 1986. Mr. Ford was President
of the United States from August 1974 through January 1977, having
served as Vice President of the United States from December 1973
through August 1974. He is a lecturer and business consultant to
several corporations. He is an advisor and consultant to Texas
Commerce Bankshares, Inc. and an advisor to American Express
Company.

[photo] THOMAS W. JONES

Mr. Jones, 48, has been a director of the Company since April
1997, and is a Vice Chairman of the Company. He was, from January
1995 until August 1997, Vice Chairman and a director of the Teachers
Insurance and Annuity Association--College Retirement Equities Fund
("TIAA-CREF"). From January 1993 to August 1997 he was President and
Chief Operating Officer of TIAA-CREF. From 1989 to 1993, Mr. Jones
was Executive Vice President and Chief Financial Officer of
TIAA-CREF. Mr. Jones is a director of Freddie Mac (Federal Home Loan
Mortgage Corp.) and Thomas & Betts Corporation and director and
Deputy Chairman of the Federal Reserve Bank of New York. He is a
trustee of Cornell University, Brookings Institution and Educational
Broadcasting Corporation (Thirteen/WNET).

[photo] ANN DIBBLE JORDAN

Ms. Jordan, 63, has been a director of the Company since 1989.
She is a consultant and serves on the Boards of Directors of Johnson
& Johnson Corporation, Hechinger Company, the National Symphony
Orchestra, The Phillips Gallery, Child Welfare League, Automatic
Data Processing, Inc. and the Salant Corp. She was formerly the
Director of the Department of Social Services for the University of
Chicago Medical Center from 1986 to 1987, and was also Field Work
Associate Professor at the School of Social Service Administration
of the University of Chicago from 1970 to 1987. She served as the
Director of Social Services of Chicago Lying-in Hospital from 1970
to 1985.

[photo] ROBERT I. LIPP

Mr. Lipp, 59, has been a director of the Company since 1991, and
is a Vice Chairman of the Company. Mr. Lipp has been the Chairman of
the Board, Chief Executive Officer and President of TAP since
January 1996. Mr. Lipp has been the Chairman of the Board and Chief
Executive Officer of The Travelers Insurance Group Inc. since
December 1993. From 1991 to 1993, he was Chairman and Chief
Executive Officer of CCC, a wholly owned subsidiary of the Company.
From April 1986 through September 1991, he was an Executive Vice
President of the Company and its corporate predecessor. Prior to
joining the Company in 1986, he was a President and a director of
Chemical New York Corporation and Chemical Bank where he held senior
executive positions for more than five years prior thereto. Mr. Lipp
is a director of The New York City Ballet, the Wadsworth Atheneum
and the Massachusetts Museum of Contemporary Art and Chairman of
Dance-On Inc., a private foundation.

[photo] MICHAEL T. MASIN

Mr. Masin, 53, has been a director of the Company since April
1997. He is Vice Chairman and President International and a Director
of GTE Corporation. From 1976 to 1993, Mr. Masin was a partner in
the law firm of O'Melveny and Myers. Mr. Masin is a Director of
Compania Nacional Telefonos de Venezuela and BC Telecom, Inc. Mr.
Masin is a member of the Board of Trustees of Carnegie Hall, the
Keck Foundation and the China-American Society. He is a member of
the Business Committee of the Board of Trustees of the Museum of
Modern Art, a member of the Dean's Council of Dartmouth College, and
a member of the Private Sector Advisory Council of the
Inter-American Development Bank.

[photo] DERYCK C. MAUGHAN

Mr. Maughan, 50, has been a director of the Company since
December 1997. He is a Vice Chairman of the Company. He is
Co-Chairman of the Board, Co-Chief Executive Officer and a member of
the executive committee of each of Smith Barney and Salomon
Brothers. He is also the Co-Chief Executive Officer and Co-Chairman
of Salomon Smith Barney. He was, until the consummation of the
Salomon Merger in November 1997, Chairman and Chief Executive
Officer of Salomon Brothers and an Executive Vice President of
Salomon.

[photo] DUDLEY C. MECUM

Mr. Mecum, 63, has been a director of the Company since 1986.
Mr. Mecum has been a director of TAP since 1996. Since July 1997,
Mr. Mecum has been a Managing Director of Capricorn Holdings, LLC, a
firm specializing in the leveraged acquisition of various
businesses. From August 1989 to December 1996, Mr. Mecum was a
Partner in the firm of G.L. Ohrstrom & Co. (a merchant banking
firm). Mr. Mecum was Managing Partner of the New York office of Peat
Marwick Mitchell & Co. (now KPMG Peat Marwick LLP) from 1979 to
1985. Mr. Mecum is a director of Fingerhut Companies, Inc., Dyncorp,
Vicorp Restaurants, Inc., Lyondell Petrochemical Corp., the Metris
Companies, Inc. and Suburban Propane Partners, MLP.

[photo] ANDRALL E. PEARSON

Mr. Pearson, 72, has been a director of the Company since 1986.
He is Chairman and Chief Executive Officer of Tricon Global
Restaurants, Inc. He has been a Professor at the Harvard Business
School since 1985. He was President of Pepsico, Inc. from 1970 to
1984. He is a director of The May Department Stores Company and
Lexmark Inc. Mr. Pearson was until 1997 a general partner of
Clayton, Dubilier & Rice, Inc., a private investment firm and the
Chairman of the Board and a director of Alliant Foodservice Inc. and
a director of KINKO's Inc., each of which is owned by Clayton,
Dubilier & Rice, Inc.

[photo] FRANK J. TASCO

Mr. Tasco, 70, has been a director of the Company since 1992.
Mr. Tasco has been a director of TAP since 1996. Mr. Tasco is the
retired Chairman of the Board and Chief Executive Officer and is
currently a director of Marsh & McLennan Companies, Inc. and Mid
Ocean Reinsurance Company Ltd. Mr. Tasco is Chairman of the Board of
Angram Inc. He was a member of President Bush's Drug Advisory
Council and was founder and is at present Chairman of New York Drugs
Don't Work. Mr. Tasco is a director of Phoenix House Foundation and
St. Francis Hospital, Roslyn, New York. He is Chairman of the
Catholic Health Council of the Archdiocese of Rockville Centre. He
is a member of the Council on Foreign Relations, the Lincoln Center
Consolidated Corporate Fund Leadership Committee, the Foreign Policy
Association, a trustee of New York University and a trustee of the
Inner-City Scholarship Fund.

[photo] LINDA J. WACHNER

Mrs. Wachner, 52, has been a director of the Company since 1991.
She is Chairman, President and Chief Executive Officer of the
Warnaco Group, Inc. and of Warnaco Inc., a Fortune 1000 apparel
company, and Chairman and Chief Executive Officer of Authentic
Fitness Corporation, an activewear manufacturer. Mrs. Wachner is
also a director of the American Apparel Manufacturers Association
and the New York City Partnership. She currently serves on the
Policy Committee of The Business Roundtable, the Board of Trustees
of The Aspen Institute, Carnegie Hall and Educational Broadcasting
Corporation (Thirteen/WNET), and the Board of Overseers of Memorial
Sloan-Kettering Cancer Center. In 1994, Mrs. Wachner was reappointed
by President Clinton to the Advisory Committee for Trade Policy
Negotiations, on which she also served under President Bush and
President Reagan. She is a member of the Council on Foreign
Relations.

[photo] SANFORD I. WEILL

Mr. Weill, 64, has been a director of the Company since 1986. He
has been Chairman of the Board and Chief Executive Officer of the
Company and its predecessor, CCC, since 1986; he was also its
President from 1986 until 1991. He was President of American Express
Company from 1983 to 1985; Chairman of the Board and Chief Executive
Officer of American Express Insurance Services, Inc. from 1984 to
1985; Chairman of the Board and Chief Executive Officer, or a
principal executive officer, of Shearson Lehman Brothers Inc. from
1965 to 1984; Chairman of the Board of Shearson Lehman Brothers
Holdings Inc. from 1984 to 1985; and a founding partner of
Shearson's predecessor partnership from 1960 to 1965. Mr. Weill has
been a director of TAP since 1996. Mr. Weill's son, Marc P. Weill,
is a Senior Vice President and an executive officer of the Company.
Mr. Weill is a member of the Business Roundtable and the Business
Council. Mr. Weill is Chairman of the Board of Trustees of Carnegie
Hall, and a director of the Baltimore Symphony Orchestra. Mr. Weill
is a member of the Board of Governors of New York Hospital, Chairman
of the Board of Overseers of Cornell University Medical College and
a member of the Joint Board of New York Hospital-- Cornell
University Medical College. He is on the Board of Overseers of
Memorial Sloan-Kettering Cancer Center and is a Director of The New
York and Presbyterian Hospitals Care Network, Inc. He is a member of
Cornell University's Johnson Graduate School of Management Advisory
Board and a Board of Trustees Fellow Emeritus of Cornell University.
Mr. Weill is Chairman of the National Academy Foundation whose
member programs include the Academy of Finance, the Academy of
Travel and Tourism and the Academy of Public Service. Mr. Weill is a
member of the United States Treasury Department's Working Group on
Child Care.

[photo] JOSEPH R. WRIGHT, JR.

Mr. Wright, 59, has been a director of the Company since 1990.
Mr. Wright is Chairman and Chief Executive Officer of AmTec, Inc.,
focusing on developing and financing communications projects in the
People's Republic of China. He also serves as Chairman of GRC
International, Inc., a leading government and private sector
research firm, Co-Chairman of Baker & Taylor Holdings, Inc., an
international book and video distribution company and as Vice
Chairman of The Jefferson Group, a consulting firm in Washington,
D.C. From 1989 to 1993, he was Executive Vice President and Vice
Chairman of W.R. Grace & Co., an international specialty chemicals
company and President of Grace Energy Company, an international
energy services company. He currently serves on the Board of
Directors of GRC International, Inc., Baker & Taylor Holdings, Inc.,
PanAmSat Corporation, and the advisory board of Barington Capital
Group and Great Lakes Pulp and Fiber Corporation, and is a trustee
of Hampton University. He was Deputy Director and Director of the
United States Office of Management and Budget from 1982 to 1989, a
member of President Reagan's Cabinet from 1988 to 1989, and Deputy
Secretary of Commerce from 1981 to 1982. Prior to that, Mr. Wright
was president of two Citicorp retail credit card subsidiaries and a
partner of Booz, Allen & Hamilton. He received the President's
"Citizenship Award" in 1989.

[photo] ARTHUR ZANKEL

Mr. Zankel, 66, has been a director of the Company since 1986.
Mr. Zankel has been a director of TAP since 1996. He has been a
General Partner of First Manhattan Co. (an investment management
firm) since 1965 and was Co-Managing Partner from 1979 to 1997. He
is also a director of Vicorp Restaurants, Inc. and Fund American
Enterprises Holdings, Inc. and a trustee of Skidmore College,
Carnegie Hall, New York Foundation and UJA-Federation.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met eight times during 1997. Each director attended
at least 75 percent of the meetings of the Board of Directors and Board
Committees of which he or she was a member during 1997.

COMMITTEES OF THE BOARD OF DIRECTORS

The following are the current members and functions of the standing
committees of the Board of Directors.

EXECUTIVE COMMITTEE. The members of the Committee are Messrs. Budd
(Chairman), Bialkin, Weill, Wright, and Zankel. The Committee meets in place of
the full Board of Directors when scheduling makes it difficult to convene all of
the directors or when issues arise requiring immediate attention. The Committee
met four times during 1997.

AUDIT COMMITTEE. The members of the Committee are Messrs. Mecum (Chairman),
Armstrong, Califano, Danforth, Disharoon, Tasco and Wright and Ms. Arron. The
primary functions of the Committee, composed entirely of nonmanagement
directors, are to pass upon the scope of the independent certified public
accountants' examination, to review with the independent certified public
accountants and the Company's principal financial and accounting officers the
audited financial statements and matters that arise in connection with the
examination, to review the Company's accounting policies and the adequacy of the
Company's internal accounting controls, and to review and approve the
independence of the independent certified public accountants. The Committee met
six times during 1997.

NOMINATIONS, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE. The members
of the Committee are Messrs. Zankel (Chairman), Bialkin, Ford, Masin and
Pearson, Ms. Jordan and Mrs. Wachner. From time to time, the Committee acts as a
nominating committee in recommending candidates to the Board as nominees for
election at the Annual Meeting of Stockholders or to fill such Board vacancies
as may occur during the year. The Committee will consider candidates suggested
by directors or stockholders. Nominations from stockholders, properly submitted
in writing to the Secretary of the Company, will be referred to the Committee
for consideration. The Committee represents the full Board of Directors in
matters relating to the compensation of Company officers and, from time to time,
recommends to the full Board of Directors appropriate methods and rates of
director compensation. It also administers the Company's 1996 Incentive Plan,
the Company's 1986 Option Plan, the Company's CAP Plan, Salomon EPP, those
option plans of Salomon assumed by the Company in connection with the Salomon
Merger and those option plans of old Travelers assumed by the Company in
connection with the Travelers Merger. A subcommittee of the Committee, comprised
of "outside directors" (as such term is used in Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code")) who are also "Non-Employee
Directors" (as such term is defined in Rule 16b-3 of the Exchange Act) has the
exclusive authority to grant options to Section 16(a) Persons and Covered
Employees (as hereinafter defined) under the Company's 1986 Option Plan

and the 1996 Incentive Plan and to administer certain other elements of the 1996
Incentive Plan covered by Section 162(m) and to administer the Travelers Group
Executive Performance Compensation Plan (the "Compensation Plan") approved by
stockholders at the 1994 Annual Meeting. The subcommittee also is responsible
for determining whether the performance goals under the Compensation Plan have
been met. The Committee also is responsible for the periodic assessment of the
performance of the Board of Directors and the evaluation of corporate governance
principles applicable to the Board of Directors. The Committee met eight times
during 1997. References herein to the Committee shall be deemed to be references
to the subcommittee in all cases where Section 162(m) of the Code or Section 16
of the Exchange Act would require that action be taken by the subcommittee
rather than the full Committee.

ETHICS AND PUBLIC AFFAIRS COMMITTEE. The members of the Committee are
Messrs. Bialkin (Chairman), Budd, Califano, Ford, Masin, Mecum and Wright, and
Ms. Arron and Ms. Jordan. The Committee reviews and approves the Company's
compliance programs, relationships with external constituencies and public
activities. The Committee met three times during 1997.

FINANCE COMMITTEE. The members of the Committee are Messrs. Dimon
(Chairman), Armstrong, Danforth, Disharoon, Jones, Pearson, Tasco and Zankel,
and Mrs. Wachner. The Committee reviews issues relating to funding requirements,
significant investments, complex financial instruments and credit rating issues
which arise in the Company's operations. The Committee met three times during
1997.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF
---
EACH OF THE NOMINEES AS A DIRECTOR OF THE COMPANY. Assuming the presence of a
quorum, directors shall be elected by a plurality of the votes cast at the
Annual Meeting by holders of Common Stock and Voting Preferred Stock, voting as
a single class, for the election of directors. Under applicable Delaware law, in
tabulating the vote, broker nonvotes will not be considered present at the
Annual Meeting and will have no effect on the vote.

EXECUTIVE COMPENSATION

RESPONSIBILITIES OF THE NOMINATIONS, COMPENSATION AND
CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

The Nominations, Compensation and Corporate Governance Committee (or a
subcommittee thereof) considers from time to time candidates for election to the
Company's Board of Directors, establishes the compensation of the Chief
Executive Officer and reviews the compensation of all other executives and
evaluates the efforts of the Company and of the Board of Directors to maintain
effective corporate governance practices.

No member of the Committee is a former or current officer or employee of the
Company or any of its subsidiaries. With regard to its consideration of
compensation for certain executives, the Committee utilizes the assistance of an
independent compensation consulting firm.

REPORT OF THE NOMINATIONS, COMPENSATION AND CORPORATE GOVERNANCE
COMMITTEE ON EXECUTIVE COMPENSATION

STATEMENT OF PHILOSOPHY. The Company seeks to attract and retain highly
qualified employees at all levels, including particularly executives whose
performance is critical to the Company's success. In order to accomplish this,
the Company is willing to provide superior compensation for superior
performance. Such performance is generally measured on the performance of the
Company as a whole, or on the performance of a business unit, or using both
criteria, as the nature of an executive's responsibilities may dictate, and by
the extent to which such performance reflects the corporate values integral to
the Company's overall success. The Committee considers and gives weight to both
qualitative and quantitative factors, including such factors as earnings,
earnings per share, return on equity and return on assets and considers a full
range of performance criteria for all senior executives, including those senior
executives covered by the Compensation Plan, together with contributions to
financial results, productivity, initiative, risk containment, adherence to
corporate values and contributions to both operating unit or divisional strategy
and Company-wide strategy. In conducting such review, the Committee has
generally examined changes in the Company's financial results over time, both
overall and on a unit basis, as well as similar data for comparable companies,
to the extent publicly available.

STOCK OWNERSHIP COMMITMENT. Since the Company's founding in 1986, it has
been the Company's policy to strongly encourage stock ownership by the Company's
directors and senior management. This policy closely aligns the interests of
management with those of the shareholders. This policy takes a number of forms,
including the following:

- all director fees are paid in Company stock

- a broad group of employees, including all members of senior management,
are required to take a significant portion of annual bonus in the form of
forfeitable, restricted Company stock

- more than 14,000 employees have received discretionary stock option grants
(which are never re-priced)

- virtually all employees (other than members of the Planning Group) receive
annual grants of stock options (which are never re-priced) under the
Company's WealthBuilder program.

In a spirit of commitment perhaps unique in corporate America, all members
of the Board of Directors and the members of the Planning Group have committed
not to dispose of any Company stock held by them so long as they remain
directors or members of the Planning Group, except for gifts to charity, certain
limited estate planning transactions involving family members and transactions
with the Company in connection with participation in stock option and restricted
stock plans (the "Stock Ownership Commitment").

The Committee believes that its long-term commitment to employee stock
ownership has played a significant part in the Company's success in creating
value for its stockholders.

EXECUTIVE PERFORMANCE COMPENSATION PLAN. The Compensation Plan, approved by
stockholders in 1994, establishes certain performance criteria for determining
the maximum amount of bonus compensation available for the five executives named
in the Summary Compensation Table in the Company's Proxy Statement (the "Covered
Employees"). The Compensation Plan is administered by the Committee which
determines whether the performance goals under the Compensation Plan have been
met.

The creation of any bonus pool for Covered Employees is contingent upon the
Company achieving at least a 10% Return on Equity, as defined in the
Compensation Plan. The amount of the bonus pool is calculated based upon the
extent to which the Return on Equity exceeds the 10% minimum threshold.

The Compensation Plan establishes that up to 25.2% of any bonus pool
established will be available for bonus awards to the chief executive officer
and up to 18.7% will be available to each of the other four eligible
participants. The Committee nevertheless retains discretion to reduce or
eliminate payments under the Compensation Plan to take into account subjective
factors, including an individual's performance or other relevant criteria.

COMPONENTS OF COMPENSATION. Compensation of executive officers consists of
base salary, discretionary bonus awards, a significant portion of which is
forfeitable restricted stock, and stock option awards. Examination of
competitors' pay practices in this area is conducted periodically to ensure that
the Company's compensation policies will enable it to attract new talent and
retain current valuable employees.

Bonuses are discretionary, subject to certain maximum amounts specified by
the Compensation Plan and are generally a substantial part of total compensation
of Company executives. Because a percentage of executive compensation is awarded
in the form of forfeitable, restricted stock, bonus awards are not only a
short-term cash reward but also a long-term incentive related directly to the
enhancement of stockholder value. The restricted period applicable to awards to
executives is three years in furtherance of the long-term nature of such
compensation. As Mr. Lipp is a Covered Employee under both the Company's
Compensation Plan and the Travelers Property Casualty Corp. Executive
Performance Compensation Plan, the determination of whether he is entitled to
bonus compensation is made under both Plans for services rendered to the Company
and its subsidiaries (other than TAP and its subsidiaries) and to TAP and its
subsidiaries. Provided that the criteria are met for the creation of a bonus
pool under both Plans, Mr. Lipp may receive discretionary bonus compensation in
an amount that does not exceed the lesser of the maximum amount available to him
under either Plan. Mr. Lipp does not receive separate bonuses under both Plans.

The Company also takes all reasonable steps to obtain the fullest possible
corporate tax deduction for compensation paid to its executives by qualifying
under Section 162(m) of the Code.

1997 COMPENSATION. The Committee believes that 1997 was a year of
outstanding accomplishments for the Company, including the following:

- continued strong internal growth, resulting in record operating earnings

- the successful negotiation and completion of two major strategic
acquisitions. Salomon Inc was acquired and combined with Smith Barney
Holdings Inc. in November 1997 and Security Pacific Financial was acquired
and combined with CCC in July 1997.

Mr. Weill provided the leadership for these achievements and was compensated
as shown in the Summary Compensation Table below. Mr. Weill received no
discretionary stock option grants in 1997 and has received no such stock option
grants since the Company's initial public offering in 1986.

Under the Compensation Plan, approved by stockholders in 1994, the maximum
bonus pool for 1997 for the Chief Executive Officer and the four other most
highly compensated executives of the Company was approximately $68.4 million.
The amounts awarded to such persons is set forth in the Summary Compensation
Table below and total approximately $26.7 million. Mr. Maughan's bonus
compensation of $5,749,978 was awarded under the Salomon Inc Executive Officer
Performance Bonus Plan.

THE NOMINATIONS, COMPENSATION
AND CORPORATE GOVERNANCE COMMITTEE:

ARTHUR ZANKEL (Chairman) MICHAEL T. MASIN
KENNETH J. BIALKIN ANDRALL E. PEARSON
THE HONORABLE GERALD R. FORD LINDA A. WACHNER
ANN DIBBLE JORDAN

NOMINATIONS, COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

The persons named above under the caption "Election of Directors--Committees
of the Board of Directors--Nominations, Compensation and Corporate Governance
Committee" were the only members of such committee during 1997, other than
Robert Daniell who retired from the Board of Directors on August 1, 1997. Mr.
Bialkin, a member of the Committee, is a partner in the law firm of Skadden,
Arps, Slate, Meagher & Flom LLP, which performs legal services for the Company
and its subsidiaries from time to time.

Mr. Bialkin does not serve as a member of the subcommittee of the
Nominations, Compensation and Corporate Governance Committee that administers
the Compensation Plan, grants awards to Section 16(a) Persons under the CAP
Plan, granted options to Section 16(a) Persons under the 1986 Option Plan and
grants options to Section 16(a) Persons under the 1996 Incentive Plan.

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth compensation paid by the
Company and its subsidiaries to the Chief Executive Officer and the four other
most highly compensated executive officers for services rendered to the Company
and its subsidiaries in all capacities during each of the fiscal years ended
December 31, 1997, 1996 and 1995. The format of this table has been established
by the SEC. All share numbers in the column entitled "Securities Underlying
Stock Options (number of shares)" and in the footnotes to the table have been
restated to the extent necessary to give effect to the two stock dividends
declared and paid during 1996 and the stock dividend paid during 1997.

SUMMARY COMPENSATION TABLE

LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------------------------- ------------------------------------------
SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION COMPENSATION AWARDS (NUMBER OF COMPENSATION
AT 12/31/97 YEAR SALARY($) BONUS($) ($)(A) ($)(B) SHARES)(C) ($)(D)
- ------------------------------- --------- ------------ ------------ ------------- ------------ ------------- -------------

Sanford I. Weill............... 1997 $ 1,025,000 $ 6,168,034 $ 260,269 $ 3,109,288 12,044,127 $ 1,404
Chairman of the Board and 1996 1,025,000 5,053,786 250,921 2,594,952 10,445,242 2,404
Chief Executive Officer 1995 1,025,000 4,303,750 277,781 2,261,608 8,263,212 2,448

James Dimon.................... 1997 650,000 4,599,750 5,653 2,200,286 2,747,116 204
President and Chief Operating 1996 650,000 3,845,643 5,333 1,872,476 1,812,939 1,204
Officer 1995 650,000 2,904,875 4,889 1,460,153 1,310,100 1,142

Deryck C. Maughan(E)(F)........ 1997 825,000 3,875,000 0 2,874,611 900,000 0
Vice Chairman

Steven D. Black................ 1997 293,750 4,268,438 5,653 1,908,743 476,682 0
Vice Chairman 1996 225,000 3,378,785 5,333 1,494,954 419,914 1,000
Salomon Smith Barney 1995 225,000 2,637,117 5,333 1,150,452 371,778 1,000
Holdings Inc.

Robert I. Lipp (G)(H).......... 1997 600,000 2,985,003 145,347 1,486,662 1,052,042 900
Vice Chairman 1996 600,000 2,685,022 5,333 1,353,301 1,067,181 1,900
1995 600,000 2,160,000 5,333 1,119,997 735,429 1,962

- ------------------------

(A) Except as set forth in this column, none of the executive officers received
other annual compensation during 1997 required to be set forth in this
column. The aggregate amount set forth for Mr. Weill for 1997 includes
$58,620 for use of Company transportation and for Mr. Lipp includes $39,153
for housing expenses while away from home and $30,851.84 for use of Company
transportation.

(B) Restricted stock awards are made under the Company's CAP Plan, other than
those made to Mr. Lipp for 1997, which were made under the TAP Capital
Accumulation Plan ("TAP CAP") and to Mr. Maughan for 1997 which were made
under Salomon EPP. The CAP Plan provides for payment, mandatory as to senior
executives and certain others within the Company and certain of its
subsidiaries, of a portion of compensation in the form of awards of
restricted stock discounted (currently 25%) from market value in order to
reflect the impact of the restrictions on the value of the restricted stock
as well as the possibility of forfeiture of restricted stock. Under the
current award formula in effect under the CAP Plan for corporate executives,
the following percentages of annual compensation are payable in the form of
shares of restricted stock:

ANNUAL COMPENSATION % IN RESTRICTED STOCK
- ---------------------- -------------------------

Up to $200,000 10%
$200,001 to $400,000 15%
$400,001 to $600,000 20%
Amounts over $600,000 25%

Annual compensation generally consists of salary and incentive awards. The
recipient of restricted stock is not permitted to sell or otherwise dispose
of such stock (except by will or the laws of descent and distribution) for a
period of three years from the date of award (or (i) for such other period
as

may be determined to be applicable to various classes of participants in the
sole discretion of the Nominations, Compensation and Corporate Governance
Committee or (ii) for additional one year periods if the participant elected
to defer vesting and thereby extend the restricted period). Upon expiration
of the applicable restricted period, and assuming the recipient's continued
employment with the Company, the shares of restricted stock become fully
vested and freely transferable, subject to the Stock Ownership Commitment.
From the date of award, the recipient may vote the restricted stock and
receives dividends or dividend equivalents on the shares of restricted stock
at the same rate as dividends are paid on all outstanding shares of Common
Stock. As of December 31, 1997, including the awards made in January 1998 in
respect of 1997, but excluding awards vesting in January 1998, the total
holdings of restricted stock under the CAP Plan and the market value at such
date of such shares for each of the persons in the Summary Compensation
Table were as follows: Mr. Weill: 383,940 shares ($20,684,767.50); Mr.
Dimon: 172,893 shares ($9,314,610.38); Mr. Black: 140,085 shares
($7,547,079.38) and Mr. Lipp: 54,723 shares ($2,948,201.63). The year-end
market price was $53.875 per share.

(C) Mr. Weill has not received any new option grants since the Company's initial
public offering except for reload options. The grant of reload options does
not change Mr. Weill's net equity position.

(D) Includes supplemental life insurance paid by the Company.

(E) Deryck Maughan became an officer and director of the Company in December
1997 following the Salomon Merger. As the Salomon Merger was accounted for
as a pooling of interests, the information set forth in this Proxy Statement
for the fiscal year ended December 31, 1997 with respect to compensation
assumes Mr. Maughan's employment by the Company for the full year.

(F) Mr. Maughan received an award of 53,172 shares of restricted Common Stock
under Salomon EPP. Awards under Salomon EPP represent an unfunded, unsecured
promise of the Company. Awards made prior to 1996 are generally distributed
to participants five years after the date of grant, subject to acceleration
in some circumstances and further deferral or forfeiture in others. Awards
made in 1996 and thereafter are generally distributable to participants
three years after the date of grant, subject to acceleration in some
circumstances and further deferral or forfeiture in others. Salomon EPP
incorporates a dividend reinvestment structure, pursuant to which the
Company contributes an additional 17.65% of any dividend in order to effect
a 15% discount on all dividend reinvestments with respect to awards made
prior to 1996. Salomon EPP does not provide a discount for dividend
reinvestments with respect to awards made in 1996 and thereafter.
Participants' accounts in Salomon EPP are held in a grantor trust. As of
December 31, 1997, the total holdings of Common Stock under Salomon EPP and
the market value at such date of such shares for Mr. Maughan were 347,065
shares ($18,698,126.88). The year-end market price of Common Stock was
$53.875 per share.

(G) It is estimated that approximately 80% of such amounts payable to Mr. Lipp
reflect compensation for services provided to TAP and approximately 20% of
such amounts reflect compensation for services rendered to the Company and
its affiliates (other than TAP and its subsidiaries).

(H) Mr. Lipp is a Covered Employee under the Compensation Plan. The bonus
compensation Mr. Lipp received pursuant to the Compensation Plan is
inclusive of bonus compensation paid to him for services rendered to each of
the Company and TAP; however, the portion of his bonus payable in restricted
stock was awarded for the years 1996 and 1997 in shares of Class A Common
Stock, $.01 par value per share, of TAP ("TAP Common Stock"), under TAP CAP
rather than in shares of Common Stock under the CAP Plan. The terms and
provisions of TAP CAP are substantially identical to those of the CAP Plan.
As of December 31, 1997, including the awards made in January 1998 in
respect of 1997, but excluding awards vesting in January 1998, the total
holdings of TAP Common Stock under TAP CAP and the market value at such date
of such shares for Mr. Lipp were 70,026 shares ($3,081,144). The year-end
market price of TAP Common Stock was $44.00 per share.

STOCK OPTIONS GRANTED

The following table sets forth information with respect to stock options
granted during 1997 to each of the executives named in the Summary Compensation
Table. All options granted to Mr. Weill arose under the reload feature of the
1986 Option Plan or the 1996 Incentive Plan (which does not increase the net
equity position of the participant). The reload feature is described in footnote
(B) under "Option Grants in 1997" below. Mr. Weill's reload options arose upon
the exercise of stock options granted by Control Data Corporation ("Control Data
Options") in 1986 when it was the parent company of the Company's corporate
predecessor to facilitate the public offering of the predecessor's stock. The
"Grant Date Present Value" numbers set forth in the table below were derived by
application of a variation of the Black-Scholes option pricing model. The
following assumptions were used in employing such model:

- - stock price volatility was calculated by using the weekly closing price of
the Company's Common Stock on the NYSE Composite Transactions Tape for the
one-year period prior to the grant date of each option;

- - the risk-free interest rate for each option grant was the interpolated market
yield on the date of grant on a Treasury bill with a term identical to the
subject option life, as reported by the Federal Reserve;

- - the dividend yield (based upon the actual annual dividend rate during 1997)
was assumed to be constant over the life of the option;

- - exercise of the option was deemed to occur approximately ten months after the
date of grant with respect to options that vest six months after the date of
grant and approximately three years after the date of grant with respect to
options that vest at a rate of 20% per year, as appropriate, based upon each
individual's historical experience of the average period between the grant
date and exercise date for those options that have vested; and

- - the value arrived at through the use of the Black-Scholes model was
discounted by 25% to reflect the reduction in value (as measured by the
estimated cost of protection) of the options due to the agreement of
executives who are members of the Company's Planning Group to abide by the
Stock Ownership Commitment. For purposes of calculating the discount, a five
year holding period was assumed even though each of the individuals may be a
member of the Planning Group for more than five years.

The potential value of options granted depends entirely upon a long-term
increase in the market price of the Common Stock: if the stock price does not
increase, the options would be worthless and if the stock price does increase,
this increase would benefit both option holders and all stockholders.

OPTION GRANTS IN 1997

INDIVIDUAL GRANTS(C)
--------------------------------------------------------------------------------------------------

% OF
TOTAL OPTIONS EXERCISE OR
NUMBER OF SECURITIES GRANTED TO ALL BASE PRICE GRANT DATE
UNDERLYING OPTIONS GRANTED EMPLOYEES ($ PER EXPIRATION PRESENT VALUE
NAME (NUMBER OF SHARES)(A) IN 1997 SHARE) DATE ($)(B)
- ------------------------------- ----------------------------- -------------------------- ----------- ----------- -------------

RELOAD NON-RELOAD RELOAD NON-RELOAD
--------------- ------------ ----------- -------------

Sanford I. Weill............... 37,984.50 None .09 0 $ 33.7500 2/18/03 $ 97,100
826,071.00 1.87 35.8333 10/30/02 2,299,472
926,646.00 2.10 33.9167 10/30/02 2,434,670
624,460.50 1.41 33.9167 4/30/03 1,640,708
34,909.50 .08 32.0000 2/18/03 86,296
885,640.50 2.00 32.0000 10/30/02 2,183,790
596,338.50 1.35 32.0000 4/30/03 1,470,437
904,864.50 2.05 32.5833 10/30/02 2,265,600
62,529.00 .14 36.4167 2/18/03 174,976
1,075,881.00 2.43 37.4167 4/30/03 3,195,447
33,379.50 .08 44.3750 2/18/03 121,208
735,712.50 1.66 45.7083 10/30/02 2,726,532
1,770,334.50 4.00 45.6250 10/30/02 6,560,815
543,325.50 1.23 45.6250 4/30/03 2,013,551
29,653.50 .07 45.5417 2/18/03 109,635
726,384.00 1.64 49.6250 10/30/02 2,932,757
489,105.00 1.11 49.6250 4/30/03 1,974,749
791,211.00 1.79 43.3333 10/30/02 2,758,874
54,579.00 .12 48.6250 2/18/03 215,977
895,118.00 2.02 56.0000 4/30/03 4,044,613
--------------- ------------ ----- ----- -------------
Total.......................... 12,044,127.50 27.24 0 39,307,207
----------------------------- -------------------------- -------------
----------------------------- -------------------------- -------------

James Dimon.................... 23,173.50 .05 33.7500 2/19/03 59,089
12,924.00 .03 34.0833 1/25/05 33,195
73,996.50 .17 35.8333 10/30/02 205,979
89,460.00 .20 35.8333 8/28/03 249,023
83,008.50 .19 33.9167 10/30/02 218,097
49,033.50 .11 33.9167 4/30/03 128,831
21,286.50 .05 32.0000 2/19/03 52,620
39,426.00 .09 32.0000 10/30/02 97,216
20,242.50 .05 32.0000 2/19/03 49,913
46,822.50 .11 32.0000 4/30/03 115,454
182,769.00 .41 32.0000 8/28/03 450,667
12,340.50 .03 32.0000 1/25/05 30,429
73,753.50 .17 32.5833 10/30/02 184,664
19,944.00 .05 32.5833 2/19/03 49,936
42,835.50 .10 37.4167 10/30/02 127,225
84,475.50 .19 37.4167 4/30/03 250,899
43,057.50 .10 37.4167 12/14/05 127,884
19,963.50 .05 46.4583 2/19/03 75,714
88,500.00 .20 46.4583 8/28/03 335,645
11,181.00 .03 46.4583 1/25/05 42,405
65,902.50 .15 45.7083 10/30/02 244,109

INDIVIDUAL GRANTS(C)
--------------------------------------------------------------------------------------------------
% OF
TOTAL OPTIONS EXERCISE OR
NUMBER OF SECURITIES GRANTED TO ALL BASE PRICE GRANT DATE
UNDERLYING OPTIONS GRANTED EMPLOYEES ($ PER EXPIRATION PRESENT VALUE
NAME (NUMBER OF SHARES)(A) IN 1997 SHARE) DATE ($)(B)
- ------------------------------- ----------------------------- -------------------------- ----------- ----------- -------------
RELOAD NON-RELOAD RELOAD NON-RELOAD
--------------- ------------ ----------- -------------

79,674.00 .18 45.7083 8/28/03 295,120
158,589.00 .36 45.6250 10/30/02 587,430
42,661.50 .10 45.6250 4/30/03 158,022
18,081.00 .04 45.5417 2/19/03 66,849
32,335.50 .07 49.6250 10/30/02 130,554
16,602.00 .04 49.6250 2/19/03 67,030
38,401.50 .09 49.6250 4/30/03 155,045
149,902.50 .34 49.6250 8/28/03 605,228
10,120.50 .02 49.6250 1/25/05 40,861
64,489.50 .15 43.3333 10/30/02 224,868
17,439.00 .04 43.3333 2/19/03 60,808
41,401.50 .09 46.4167 12/14/05 155,489
31,581.00 .07 46.4167 11/1/06 118,606
800,000.00 1.81 50.8750 12/1/07 9,199,140
35,638.00 .08 56.0000 10/30/02 161,031
70,282.00 .16 56.0000 4/30/03 317,571
35,822.00 .08 56.0000 12/14/05 161,863
--------------- ------------ ----- ----- -------------
Sub-Total...................... 1,947,116.50 800,000.00 4.44 1.81
--------------- ------------ ----- -----
Total.......................... 2,747,116.50 6.25 15,634,509
----------------------------- -------------------------- -------------
----------------------------- -------------------------- -------------

Deryck C. Maughan.............. 900,000.00 2.04 50.8750 12/01/07 10,462,365
------------ ----- -------------
------------ ----- -------------

Steven D. Black................ 7,275.00 None .02 0 34.0833 2/27/03 19,333
11,323.50 .03 36.4167 8/24/01 33,238
31,351.50 .07 35.5000 4/23/04 90,448
34,333.50 .08 32.6667 11/25/99 90,584
29,302.50 .07 32.6667 4/27/01 77,310
19,197.00 .04 32.6667 8/24/01 50,648
19,327.50 .04 32.6667 2/27/03 50,993
29,562.00 .07 32.6667 4/23/04 77,995
8,622.00 .02 33.5000 4/27/01 23,180
20,394.00 .05 33.5000 8/24/01 54,828
29,746.50 .07 33.5000 4/23/04 79,972
12,687.00 .03 37.4167 12/14/05 38,915
6,246.00 .01 46.4583 2/27/03 24,536
10,177.50 .02 45.0000 8/24/01 38,956
27,474.00 .06 46.2917 4/23/04 107,499
27,978.00 .06 50.1667 11/25/99 119,293
23,877.00 .05 50.1667 4/27/01 101,807
15,643.50 .04 50.1667 8/24/01 66,701
15,748.50 .04 50.1667 2/27/03 67,149
24,090.00 .05 50.1667 4/23/04 102,716
7,158.00 .02 49.2500 4/27/01 29,827
16,933.50 .04 49.2500 8/24/01 70,562
24,699.00 .06 49.2500 4/23/04 102,921

23,535.00 .05 46.4167 12/14/05 92,196
--------------- ------------ ----- ----- -------------
Total.......................... 476,682.00 1.09 0 1,611,607
----------------------------- -------------------------- -------------
----------------------------- -------------------------- -------------

Robert I. Lipp................. 24,850.50 None .06 0 34.5833 2/22/03 71,771
69,147.00 .16 31.5000 11/2/02 181,786
33,894.00 .08 31.5000 5/2/03 89,106
59,376.00 .13 36.6667 11/2/02 182,795
21,475.50 .05 36.6667 2/22/03 66,114
29,350.50 .07 36.6667 5/2/03 90,358
17,757.00 .04 36.6667 11/26/04 54,667
21,148.50 .05 37.4167 12/14/05 68,023
112,945.50 .26 43.0833 11/2/02 427,671
37,626.00 .09 43.0833 2/22/03 142,472
53,038.50 .12 43.0833 5/2/03 200,832
15,606.00 .04 43.0833 11/26/04 59,093
22,009.50 .05 44.0833 2/22/03 87,110
125,892.00 .28 46.6250 11/2/02 515,188
28,060.50 .06 46.6250 5/2/03 114,832
52,626.00 .12 46.6667 11/2/02 215,768
19,033.50 .04 46.6667 2/22/03 78,038
26,013.00 .06 46.6667 5/2/03 106,654
33,601.50 .08 46.6667 11/26/04 137,767
15,556.50 .04 46.6667 11/1/06 63,782
39,228.00 .09 46.4167 12/14/05 160,836
99,855.00 .23 55.1250 11/2/02 483,753
33,264.00 .08 55.1250 2/22/03 161,149
46,891.00 .14 55.1250 5/2/03 227,166
13,797.00 .01 55.1250 11/26/04 66,840
--------------- ------------ ----- ----- -------------
Total.......................... 1,052,042.50 2.43 0 4,053,571
----------------------------- -------------------------- -------------
----------------------------- -------------------------- -------------

- ------------------------

(A) The number of options outstanding at December 31, 1997 for each person named
above is set forth under the heading "Number of Securities Underlying
Unexercised Options at 1997 Year-End (Number of Shares)--Unexercisable" in
the table entitled "Aggregated Option Exercises in 1997 and 1997 Year-End
Option Value."

(B) Except as indicated in the table above, all options granted in 1997 were
reload options. Rather than enhance his or her holdings, reload options are
intended to enable an employee who exercises an option by tendering
previously owned shares to remain in the same economic position (the "Equity
Position") with respect to potential appreciation in the Company's Common
Stock as if he or she had continued to hold the original option unexercised.
As such, reload options meet the Company's objective of fostering continued
stock ownership in the Company by its employees, but the receipt thereof by
any such employee does not result in a net increase in his or her Equity
Position.

The table below sets forth the Equity Position of each of the above named
executives with respect to options exercised and reload options granted in 1997.
The Equity Position of each of such executives has remained constant.

NET CHANGES IN EQUITY POSITION
RESULTING FROM GRANTS OF RELOAD OPTIONS(1)

ENDING NET EQUITY POSITION
---------------------------------------------------------------
NEW RELOAD NET CHANGE IN EQUITY
OPTIONS NET SHARES OPTIONS POSITION FROM GRANTS OF
NAME EXERCISED RECEIVED GRANTED RELOAD OPTIONS
- ----- ------------ ---------- ------------ -----------------------

Sanford I. Weill..................................... 14,687,924 2,643,797 12,044,127 0
James Dimon.......................................... 2,381,731 434,615 1,947,116 0
Deryck C. Maughan.................................... 0 0 0 0
Steven D. Black...................................... 575,068 98,386 476,682 0
Robert I. Lipp....................................... 1,308,641 256,599 1,052,042 0

- ------------------------

(1) The "Options Exercised" column sets forth the number of options exercised by
such executive. The "Net Shares Received" sets forth the number of shares
such executive actually received upon exercise of the option after
subtracting the number of previously owned shares tendered to pay the
exercise price and/or withheld to pay taxes on the exercise. The "New Reload
Options" column sets forth the number of reload options granted to the
executive which is in an amount equal to the number of shares tendered
and/or withheld. The "Net Change in Equity Position from Exercises of Reload
Options" is the difference between the number of options exercised less the
sum of the net shares received and the number of reload options granted.

(C) The option price of each option granted under the 1986 Option Plan or the
1996 Incentive Plan is not less than the fair market value of the Common
Stock subject to the option, determined in good faith by the Nominations,
Compensation and Corporate Governance Committee. Under current rules
established by the Committee, fair market value is the closing sale price of
Common Stock on the NYSE Composite Transactions Tape on the last trading day
prior to the date of grant of the option. Options generally vest in
cumulative installments of 20% on each anniversary of the date of grant such
that the options are fully exercisable on and after five years from the date
of grant until ten years following such grant (in the case of non-qualified
stock options, which represent all options currently outstanding). The
Committee has discretion to establish a slower vesting schedule for options
granted under the 1986 Option Plan and a slower or faster vesting schedule
for options granted under the 1996 Incentive Plan. Participants are entitled
to direct the Company to withhold shares otherwise issuable upon an option
exercise to cover in whole or in part the tax liability associated with such
exercise, or participants may cover such liability by surrendering
previously owned shares (other than restricted stock). During the term of
the 1996 Incentive Plan, the aggregate number of shares of Common Stock for
which option awards may be granted to any one employee under the 1996
Incentive Plan (including reload options) will not exceed thirty six million
shares.

Under the reload feature of the 1986 Option Plan and the 1996 Incentive
Plan, participants who tender shares to pay all or a portion of the exercise
price of vested stock options or tender previously owned shares or have
shares withheld to cover the associated tax liability may be eligible to
receive a reload option covering the same number of shares as are tendered
or withheld for such purposes. Under the 1986 Option Plan and the 1996
Option Plan, such participant may choose to receive either (i) Incremental
Shares subject to restrictions on transferability for a period of one year,
or such other shorter or longer period as determined by the Committee and no
reload option or (ii) Incremental Shares subject to restrictions on
transferability for a period of two years, or such other shorter or

longer period as determined by the Committee and a reload option.
"Incremental Shares" are those shares of Common Stock actually issued to a
participant upon the exercise of an option. If a participant exercises an
option by paying the exercise price and the withholding taxes entirely in
cash, the number of Incremental Shares will equal the number of shares
exercised. If, however, a participant exercises an option by surrendering
shares of Common Stock ("Surrendered Shares") to pay the exercise price, or
the participant authorizes the Company to sell shares of Common Stock to
cover the exercise price and/or requests that the Company withhold shares to
cover the withholding tax liability ("Withheld Shares"), the number of
Incremental Shares will equal the number of options exercised minus the sum
of the number of Surrendered Shares or the number of shares sold by the
Company on behalf of the participant, and the Withheld Shares. Participants
are permitted to transfer their Incremental Shares during the restricted
period only by will or the laws of descent and distribution. Further, in
order for a participant to receive a reload option in connection with his or
her exercise of a vested option, the market price of Common Stock on the
date of exercise must equal or exceed the minimum market price level
established by the Committee from time to time (the "Market Price
Requirement"). The Committee has established that the initial Market Price
Requirement will be a market price on the date of exercise equal to or
greater than 120% of the price of the option being exercised. If a market
price does not equal or exceed the applicable Market Price Requirement, a
vested option may be exercised but no reload option will be granted in
connection with such exercise.

The Committee determines the exercise price for the reload option at the
time such reload option is granted, provided that the exercise price may not
be less than the fair market value of a share of Common Stock on the date of
exercise of the underlying option, and such reload option will have a term
equal to the remaining term of the original option, except that the reload
option will not be exercisable until six months after its date of grant,
unless the Committee determines otherwise.

Reload options are intended to encourage employees to exercise options at an
earlier date and to retain the shares so acquired, in furtherance of the
Company's long-standing policy of encouraging increased employee stock
ownership. With standard stock options, sale of at least a portion of the
stock to be acquired by exercise is often necessitated to cover the exercise
price or the associated withholding tax liability. The employee thereby
receives fewer shares upon exercise, and also forgoes any future
appreciation in the stock sold. By use of previously owned shares to
exercise an option, an employee is permitted to gain from the past price
appreciation in such shares, and receives a new option at the current market
price. The reload option so granted enables the employee to participate in
future stock price appreciation.

STOCK OPTIONS EXERCISED

The following table sets forth, in the aggregate, the number of shares
underlying options exercised during 1997 and states the value at year-end of
exercisable and unexercisable options remaining outstanding. The "Value
Realized" column reflects the difference between the market price on the date of
exercise and the market price on the date of grant (which establishes the
exercise price for the option) for all options exercised, even though the
executive may have actually received fewer shares as a result of the surrender
of shares to pay the exercise price or the tax liability, or the withholding of
shares to cover the tax liability associated with option exercise. Accordingly,
the "Value Realized" numbers do not necessarily reflect what the executive might
receive, should he or she choose to sell the shares acquired by the option
exercise, since the market price of the shares so acquired may at any time be
higher or lower than the price on the exercise date of the option.

AGGREGATED OPTION EXERCISES IN 1997
AND
1997 YEAR-END OPTION VALUE

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT VALUE OF UNEXERCISED
SHARES 1997 YEAR-END IN THE MONEY OPTIONS
ACQUIRED VALUE (NUMBER OF SHARES) AT 1997 YEAR-END($)(C)
ON EXERCISE REALIZED -------------------------------- ------------------------------
NAME (A) ($) (B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------ ------------ -------------- ----------------- ------------- --------------- -------------

Sanford I. Weill (D)................ 14,687,924 $ 220,162,892 0 7,064,863 $ 0 $ 81,686,241
James Dimon......................... 2,381,731 36,804,638 0 2,475,687 0 32,325,947
Deryck C. Maughan (E)............... 92,547 1,718,381 0 900,000 0 2,700,000
Steven D. Black..................... 575,068 7,656,918 0 385,560 0 7,613,964
Robert I. Lipp...................... 1,308,641 21,083,742 0 878,656 0 14,687,319

- ------------------------

(A) This column reflects the number of shares underlying options exercised in
1997 by the named executive officers. The actual number of shares received
by each of these individuals from options exercised in 1997 (net of shares
surrendered to cover the exercise price and/or surrendered or withheld to
cover the exercise price and tax liabilities) was: Mr. Weill, 2,643,797
shares; Mr. Dimon, 434,615 shares; Mr. Maughan, 68,309 shares, Mr. Black,
98,386 shares and Mr. Lipp, 256,599 shares.

(B) All of the above executives have made the Stock Ownership Commitment (as
described above) pursuant to which such executives commit not to dispose of
their shares of Common Stock while they continue to be members of the
Planning Group. Other than shares of Common Stock used in connection with
employee compensation plans, charitable contributions or certain limited
estate planning transactions with family members, at December 31, 1997, none
of the above executives had ever disposed of any Common Stock.

(C) "Value of Unexercised In the Money Options" is the aggregate, calculated on
a grant by grant basis, of the product of the number of unexercised options
on the last day of the year multiplied by the difference between the closing
undiscounted market price on the last day of the year and the exercise price
for each grant, excluding grants for which such difference is equal to or
less than zero.

(D) All of the stock options exercised by Mr. Weill in 1997 were reload options
arising from Control Data Option exercises.

(E) All of the stock options exercised by Mr. Maughan in 1997 were options
exercisable for shares of common stock of Salomon. In connection with the
Salomon Merger, all shares of Salomon common stock were mandatorily
exchanged for Common Stock. The option exercises reported in this table have
been reported as if such exercises were made directly for Common Stock.

PERFORMANCE GRAPH

The following line graph compares annual changes in "Cumulative Total
Return" of the Company (as defined below) with (i) Cumulative Total Return of a
performance indicator of equity stocks in the overall stock market, the S&P 500
Index, and (ii) Cumulative Total Return of a "Peer Index," each for the last
five years. The Peer Index is the S&P Financial Index, which comprises the
following Standard & Poor's industry groups: Money Center Banks, Major Regional
Banks, "Savings & Loan", Life Insurance, Multi-Line Insurance, Property and
Casualty Insurance, Personal Loans and Financial Services (excluding the Company
and both of the government-sponsored entities: the Federal Home Loan Mortgage
Corporation and the Federal National Mortgage Association). The Peer Index has
been weighted based on market capitalization. "Cumulative Total Return" is
calculated (in accordance with SEC instructions) by dividing (i) the sum of (A)
the cumulative amount of dividends during the relevant period, assuming dividend

reinvestment at the end of the month in which such dividends were paid, and (B)
the difference between the market capitalization at the end and the beginning of
such period, by (ii) the market capitalization at the beginning of such period.

The comparisons in this table are set forth in response to SEC disclosure
requirements, and therefore are not intended to forecast or be indicative of
future performance of the Common Stock.

TRAVELERS GROUP INC.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

TRAVELERS GROUP INC. S & P PEER INDEX

1992 $100.00 $100.00 $100.00
1993 $162.95 $110.06 $109.14
1994 $137.97 $111.52 $105.84
1995 $272.74 $153.37 $159.92
1996 $400.46 $188.56 $218.12
1997 $720.23 $251.45 $320.18

1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- ---------

Travelers Group Inc......................... 100.0 162.95 137.97 272.74 400.46 720.23
S&P......................................... 100.0 110.06 111.52 153.37 188.56 251.45
Peer Index.................................. 100.0 109.14 105.84 159.92 218.12 320.18

- ------------------------

ASSUMES $100 INVESTED AT THE CLOSING PRICE ON DECEMBER 31, 1992, IN THE
COMPANY'S COMMON STOCK, THE S&P 500 INDEX, AND THE PEER INDEX, REPRESENTING THE
S&P FINANCIAL INDEX (EXCLUDING THE COMPANY, AND BOTH OF THE GOVERNMENT-SPONSORED
ENTITIES: THE FEDERAL HOME LOAN MORTGAGE CORPORATION AND THE FEDERAL NATIONAL
MORTGAGE ASSOCIATION). THE PEER INDEX HAS BEEN WEIGHTED BASED ON MARKET
CAPITALIZATION.

COMPENSATION OF DIRECTORS

Pursuant to the Company's By-Laws, the members of the Board of Directors are
compensated in a manner and at a rate determined from time to time by the Board
of Directors. It has been the practice of the Company since its initial public
offering in 1986 to pay its outside directors in shares of Common Stock, in
order to assure that the directors have an ownership interest in the Company in
common with other stockholders. Compensation of outside directors of the Company
currently consists of an annual retainer of $100,000, payable in shares of
Common Stock, receipt of which may be deferred at the election of a Director.
Directors who have not made such election receive fees partly in shares of
Common Stock and partly in cash equal to the current tax liability incurred by
receipt of such Common Stock.

Directors receive no additional compensation for participation on committees
of the Board. Additional compensation, if any, for special assignments
undertaken by directors will be determined on a case by case basis, but no such
additional compensation was paid to any director in 1997. Directors who are
employees of the Company or its subsidiaries do not receive any compensation for
their services as directors.

RETIREMENT PLANS

All employees are eligible to participate in the Travelers Group Pension
Plan (the "Retirement Plan") on the later of attaining age 21 or completion of
one year of service. Benefits under the Retirement Plan vest after five years of
service with the Company or its subsidiaries. The normal form of retirement
benefit is, in the case of a married participant, a joint and survivor annuity
payable over the life of the participant and his or her spouse, or in the case
of an unmarried participant, an annuity payable over the participant's life.
Instead of such normal form of payment, participants may elect to receive other
types of annuities or a single sum payable at retirement or, with respect to
certain participants, other termination of service.

When expressed as a single sum payment option, benefits accrue for the first
five years of covered service at an annual rate varying between .75% and 4.0% of
the participant's qualifying compensation, depending upon the participant's age
at the time of accrual. "Qualifying compensation" generally includes base salary
(before pre-tax contributions to the Savings Plan or other benefit plans),
overtime pay, commissions and bonuses. Under rules promulgated by the Internal
Revenue Service (the "Service"), a ceiling of $160,000 for 1997 (subject to
adjustment by the Service) is imposed on the amount of compensation that may be
considered "qualifying compensation" under the Retirement Plan.

During the period of the sixth through the fifteenth year of covered
service, benefits accrue at an annual rate of between 1.25% and 5.0% of the
participant's qualifying compensation, depending upon the participant's age at
the time of accrual. After a participant has completed 15 years of covered
service, benefits accrue at an annual rate varying between 1.25% and 7.0% of the
participant's qualifying compensation, depending upon the participant's age at
the time of accrual. There are also minimum benefits provided for under the
Retirement Plan.

Subject to the statutory maximum benefits payable by a qualified plan (as
described below), a participant also accrues annually an additional amount
calculated as 1.0% to 2.5% of qualifying compensation (again depending upon his
or her age) for that part of qualifying compensation in excess of the amount of
the Social Security wage base. There is an interest accrual added to the
participant's single sum entitlement. This interest amount is determined by
multiplying the prior year's single sum by a percentage calculated annually
pursuant to a formula set forth in the Plan.

The statutory maximum retirement benefit that may be paid to any one
individual by a tax qualified defined benefit pension plan in 1997 is $125,000
annually. Years of service credited under the Retirement Plan to date for each
of the individuals named in the Summary Compensation Table are as follows: Mr.
Weill, 11 years; Mr. Dimon, 11 years; Mr. Maughan, 0 years, Mr. Black, 23 years
and Mr. Lipp, 11 years.

The Company and certain Company subsidiaries provide certain pension
benefits, in addition to the statutory maximum benefit payable under tax
qualified pension plans, under non-funded, non-qualified retirement benefit
equalization plans ("RBEPs"). The benefits payable under RBEPs are unfunded, and
will come from the general assets of each plan's sponsor. In 1993, the
Nominations, Compensation and Corporate Governance Committee, amended the RBEPs
in two respects: first, to exclude certain executives of the Company and its
subsidiaries (including each of the persons named in the Summary Compensation
Table) and employees of certain subsidiaries from further participation in the
RBEPs, and second, to limit the compensation covered by such plans to a fixed
amount of $300,000 (equal to twice the 1994 statutory maximum qualifying
compensation without giving effect to any future adjustments) less amounts
covered by the Retirement Plan, thereby limiting benefits payable under the
RBEPs to all participants. No benefits were accrued in 1997 under any of the
RBEPs for the account of any of the persons named in the Summary Compensation
Table.

Effective at the end of 1993, the Committee also froze benefits payable
under the Company's Supplemental Retirement Plan ("SERP") covering supplemental
retirement benefits to designated senior executives of the Company and its
subsidiaries. At that time, 25 individuals were SERP participants. Messrs.
Weill, Dimon and Lipp are SERP participants. The maximum benefit payable under
SERP is also reduced by any benefits payable under the Retirement Plan (or its
predecessor plans, if applicable), under any applicable RBEP, under any other
Company or subsidiary sponsored qualified or non-qualified defined benefit or
defined contribution pension plan (other than the Savings Plan or other 401(k)
plans), and under the Social Security benefit program.

Estimated annual benefits under the three benefit plans of the Company for
the five executive officers named in the Summary Compensation Table using the
applicable formulas under the Retirement Plan and the frozen RBEP and SERP Plans
and assuming their retirement at age 65, would be as follows: Mr. Weill,
$621,817; Mr. Dimon, $246,923; Mr. Maughan, $24,649; Mr. Black, $78,554 and Mr.
Lipp, $295,174. These estimates were calculated assuming that the interest
accrual was 8% for 1989 through 1991, 6% for 1992 through 1993, 5.5% for 1994,
7% for 1995 and 5.5% thereafter until the participant retires at the age of 65,
and that the current salary of the participant, the 1997 dollar ceiling on
qualifying compensation is $160,000, the 1997 Social Security wage base and the
current regulatory formula to convert lump-sum payments to annual annuity
figures each remains unchanged.

EMPLOYMENT PROTECTION AGREEMENTS

The Company has entered into employment protection agreements with certain
of its executive officers. Under the agreement with Mr. Weill, the Company
agrees to employ Mr. Weill as its Chief Executive Officer (and Mr. Weill agrees
to serve in such capacity) with an annual salary, incentive participation and
employee benefits as determined from time to time by the Company's Board of
Directors. The agreement contains automatic one-year renewals (unless notice of
nonrenewal is given by either party). In the event of termination of his
employment without cause, the agreement provides that Mr. Weill will be paid and
entitled to receive other employee benefits (as in effect at the termination
date) through the remaining term of the agreement and will be entitled to two
years additional vesting and exercise of his stock options (and a cash payment
based on the value of any portion of the stock options that would not vest
within such additional period). During such period of continuing payments and
stock option vesting and exercise, Mr. Weill would be subject to a
noncompetition agreement in favor of the Company.

CERTAIN TRANSACTIONS

The Travelers Indemnity Company and The Travelers Insurance Company, each a
subsidiary of the Company, purchased during 1997 limited partnership interests
in Capricorn Investors II, L.P. (the "Fund"). The Fund is a limited partnership
whose business is to acquire equity and equity-like securities in public or
private companies. Dudley Mecum, a director of the Company, is a Managing
Director of Capricorn

Holdings, LLC, the general partner of the Fund. The Company's indirect
investment in the Fund, $10 million, represents less than 10% of the capital of
that entity.

CERTAIN INDEBTEDNESS

Certain executive officers have from time to time, including periods during
1997, incurred indebtedness to Smith Barney, a wholly owned subsidiary of the
Company and a registered broker-dealer, and/or any other broker/dealer
subsidiary of the Company, on margin loans against securities accounts with such
broker/dealers. Such margin loans were made in the ordinary course of business,
were made on substantially the same terms (including interest rates and
collateral) as those prevailing for comparable transactions for other persons,
and did not involve more than the normal risk of collectability or present other
unfavorable features.

Mr. Peter Dawkins, a member of the Planning Group, is indebted to the
Company pursuant to a loan made to him by the Company in an original principal
amount of $500,000 which was the maximum amount of Mr. Dawkins' indebtedness to
the Company during 1997. Repayment of principal is required upon termination of
Mr. Dawkins' employment or with the proceeds of any sale of Common Stock by Mr.
Dawkins. The loan bears interest, payable quarterly, at 5% per annum.

Mr. Thomas Jones, a director and an executive officer, is indebted to the
Company pursuant to a forgivable loan made to him by the Company in an original
principal amount of $1.2 million which was the maximum amount of Mr. Jones'
indebtedness to the Company during 1997. The principal of the loan will be
forgiven in equal annual installments of $400,000 during the three year term of
the loan. The loan was made in connection with Mr. Jones' agreement to leave his
prior position to join the Company. In the event Mr. Jones resigns or is
terminated for any reason, the outstanding principal amount of the loan will
become immediately due and payable together with interest thereon at the rate of
10% accruing from the date of termination. The loan is otherwise non-interest
bearing.

ITEM 2:
RATIFICATION OF SELECTION OF AUDITORS

The Board of Directors has selected KPMG Peat Marwick LLP ("Peat Marwick")
as the independent auditors of the Company for 1998. Peat Marwick has served as
the independent auditors of the Company and its predecessors since 1969.
Arrangements have been made for a representative of Peat Marwick to attend the
Annual Meeting. The representative will have an opportunity to make a statement
if he or she desires to do so, and will be available to respond to appropriate
stockholder questions.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF
---
THE SELECTION OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
1998. Assuming the presence of a quorum, the affirmative vote of a majority of
the votes cast by the holders of shares of Common Stock and Voting Preferred
Stock present and entitled to vote on this item at the Annual Meeting, voting as
a single class, is required to ratify the selection of the Company's auditors.
Under applicable Delaware law, in determining whether this item has received the
requisite number of affirmative votes, abstentions and broker nonvotes will be
counted and will have the same effect as a vote against this item.

ITEM 3:
APPROVAL OF AN INCREASE IN AUTHORIZED COMMON STOCK

On January 28, 1998, the Board of Directors unanimously approved an
amendment to the Restated Certificate of Incorporation of the Company to
increase to 3 billion the number of shares of the Common Stock authorized for
issuance, and directed that the amendment be submitted to a vote of stockholders
at

the Annual Meeting. The form of the proposed amendment (the "Amendment") is
attached to this Proxy Statement as Annex A.

Paragraph A of Article Fourth of the Company's Certificate of Incorporation
as currently in effect authorizes the issuance of up to an aggregate of 1.5
billion shares of Common Stock. As of the Record Date, 1,203,073,859 shares of
Common Stock were issued and outstanding including 51,371,284 shares that were
issued but held by subsidiaries of the Company. Approximately 159 million shares
of Common Stock have been reserved for issuance pursuant to various compensation
and benefit plans of the Company and of the Company's subsidiaries, and
21,332,381 shares were reserved for issuance upon conversion of outstanding
convertible securities of the Company. There were, therefore, as of the Record
Date, approximately 65.2 million shares of authorized Common Stock available for
future issuances by the Company. The Board believes it would be desirable to
increase the number of shares of authorized Common Stock in order to make
available additional shares for possible stock splits, acquisitions, financings,
employee benefit plan issuances and for such other corporate purposes as may
arise. The Board of Directors believes that stock splits enhance the liquidity
and marketability of the Common Stock by increasing the number of shares
outstanding and lowering the price per share. In furtherance thereof the Board
has approved stock splits on five prior occasions: 3-for-2 in February 1993,
4-for-3 in August 1993, 3-for-2 in May 1996, 4-for-3 in November 1996 and
3-for-2 in November 1997, which splits, when taken together, are equivalent to a
6-for-1 split.

The Company has no specific plans currently calling for issuance of any of
the additional shares of Common Stock and is subject to certain restrictions on
its ability to issue additional shares of Common Stock. The rules of the NYSE
currently require stockholder approval of issuances of Common Stock under
certain circumstances including those in which the number of shares to be issued
is equal to or exceeds 20% of the voting power outstanding (or, currently, for
the Company, issuance of more than approximately 233.4 million shares of Common
Stock). The 1996 Incentive Plan provides that the Company will not grant any
additional options unless the number of outstanding but unexercised options
under all plans of the Company is less than 10% of the Common Stock issued and
outstanding. In other instances, the issuance of additional shares of authorized
Common Stock would be within the discretion of the Board of Directors, without
the requirement of further action by stockholders. All newly authorized shares
would have the same rights as the presently authorized shares, including the
right to cast one vote per share and to participate in dividends when and to the
extent declared and paid. Under the Company's Restated Certificate of
Incorporation, stockholders do not have preemptive rights. While the issuance of
shares in certain instances may have the effect of forestalling a hostile
takeover, the Board does not intend or view the increase in authorized Common
Stock as an anti-takeover measure, nor is the Company aware of any proposed or
contemplated transaction of this type.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED
---
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE TO 3 BILLION
THE SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE. Assuming the presence of a
quorum, the affirmative vote of the holders of a majority of all outstanding
shares of Common Stock and Voting Preferred Stock, voting as a single class, is
required for adoption of the proposed Amendment to the Company's Restated
Certificate of Incorporation. Under applicable Delaware law, in determining
whether this item has received the requisite number of affirmative votes,
abstentions and broker nonvotes will be counted and will have the same effect as
a vote against this item.

COST OF SOLICITING PROXIES

The cost of soliciting proxies and the cost of the Annual Meeting will be
borne by the Company. In addition to the solicitation of proxies by mail,
proxies may be solicited by personal interview, telephone and similar means by
directors, officers or employees of the Company, none of whom will be specially
compensated for such activities. The Company also intends to request that
brokers, banks and other nominees solicit proxies from their principals and will
pay such brokers, banks and other nominees certain

expenses incurred by them for such activities. The Company has retained Morrow &
Co. Inc., a proxy soliciting firm, to assist in the solicitation of proxies, for
an estimated fee of $15,000, plus reimbursement of certain out-of-pocket
expenses.

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal at the next Annual Meeting
of Stockholders and who wishes such proposal to be included in the Proxy
Statement for that meeting must submit such proposal in writing to the Secretary
of the Company, at the address set forth on the first page of this Proxy
Statement, and such proposal must be received on or before November 23, 1998.

OTHER MATTERS

The Board of Directors and management of the Company know of no other
matters to be brought before the Annual Meeting. If a shareholder proposal that
was excluded from this Proxy Statement in accordance with Rule 14a-8 of the
Securities Exchange Act of 1934 is properly brought before the meeting, it is
intended that the proxy holders will use their discretionary authority to vote
the proxies against such proposal. If any other matters should arise at the
Annual Meeting, shares represented by proxies will be voted at the discretion of
the proxy holders.

ANNEX A

PROPOSED AMENDMENT TO ARTICLE FOURTH
OF THE RESTATED CERTIFICATE OF INCORPORATION
OF TRAVELERS GROUP INC.

------------------------

The first sentence of paragraph A, Article FOURTH, is hereby amended to read in
its entirety as follows:

The total number of shares of Common Stock which the Corporation
shall have authority to issue is 3 billion shares of Common Stock having
a par value of one cent ($.01) per share.

------------------------

[LOGO]

TRAVELERS GROUP INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF TRAVELERS GROUP INC. FOR THE ANNUAL MEETING
APRIL 22, 1998

The undersigned hereby constitutes and appoints Sanford I. Weill,
P James Dimon and Charles O. Prince, III, and each of them his or her true and
R lawful agents and proxies with full power of substitution in each, to
O represent the undersigned at the Annual Meeting of Stockholders of
X Travelers Group Inc. (the "Company") to be held at Carnegie Hall, 881
Y Seventh Avenue, New York, New York on Wednesday, April 22, 1998 at 9:00
a.m. local time, and at any adjournments or postponements thereof, on all
matters properly coming before said Annual Meeting, including but not
limited to the matters set forth on the reverse side.

If shares of Travelers Group Inc. Common Stock are issued to or held
for the account of the undersigned under employee plans and voting rights
attach to such shares (any of such plans, a "Voting Plan"), then the
undersigned hereby directs the respective fiduciary of each applicable
Voting Plan to vote all shares of Travelers Group Inc. Common Stock in the
undersigned's name and/or account under such Plan in accordance with the
instructions given herein, at the Annual Meeting and at any adjournments
or postponements thereof, on all matters properly coming before the Annual
Meeting, including but not limited to the matters set forth on the reverse
side.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. YOUR PROXY
CANNOT BE VOTED UNLESS YOU SIGN, DATE AND RETURN THIS CARD OR FOLLOW THE
INSTRUCTIONS FOR TELEPHONIC VOTING SET FORTH ON THE REVERSE SIDE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE
PROPOSALS AND WILL BE VOTED IN THE DISCRETION OF THE PROXIES (OR, IN THE
CASE OF A VOTING PLAN, WILL BE VOTED IN THE DISCRETION OF THE PLAN TRUSTEE
OR ADMINISTRATOR) UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

VOTE BY TELEPHONE
[PHONE GRAPHIC] [DESKTOP GRAPHIC]
QUICK *** EASY *** IMMEDIATE

Your telephone vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.

YOU WILL BE ASKED TO ENTER THE NUMBER LOCATED IN THE BOX MARKED "CONTROL
NUMBER." YOU WILL THEN HEAR THESE INSTRUCTIONS:

OPTION #1: To vote as the Board of Directors recommends on ALL proposals:
Press 1

OPTION #2: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:

Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees,
press 9

To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen
to the instructions

Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0

Proposal 3: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0

WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1--THANK YOU FOR VOTING

IF YOU VOTE BY
TELEPHONE
DO NOT MAIL BACK
YOUR PROXY

CALL ** TOLL-FREE ** On A TOUCH-TONE TELEPHONE
1-888-776-5662 - ANYTIME
There is NO CHARGE to you for this call. CONTROL NUMBER

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.

1. Proposal to elect nineteen directors to a
one-year term.
FOR AGAINST ABSTAIN

Nominees: 01-Judith Arron, 02-C. Michael Armstrong,
03-Kenneth J. Bialkin, 04-Joseph A. Califano, Jr.,
05-James Dimon, 06-Leslie B. Disharoon, 3. Proposal to amend the Restated
07-The Hon. Gerald R. Ford, 08-Thomas W. Jones, Certificate of Incorporation of
09-Ann Dibble Jordon, 10-Robert I. Lipp, 11-Michael Masin, Travelers Group Inc. to increase
12-Deryck C. Maughan, 13-Dudley C. Mecum, to 3 billion the shares of
14-Andrall E. Pearson, 15-Frank J. Tasco, 16-Linda J. Wachner, Common Stock authorized for
17-Sanford I. Weill, 18-Joseph R. Wright, Jr. 19-Arthur Zankel issuance.

FOR | | WITHHOLD | |
ALL | | FOR ALL | |
| | EXCEPTIONS | |
----- -----

MARK HERE | |
FOR ADDRESS | |
CHANGE AND | |
Exceptions__________________________________ NOTE AT -----
INSTRUCTIONS: To withhold authority to vote BOTTOM LEFT
for any individual nominee(s), mark the
exception box and write the name(s) in the
space provided above.
- -----------------------------------------------------------------------------------------------------------------------

The signer(s) hereby acknowledge(s) receipt of the Notice of Annual
Meeting of Stockholders and accompanying Proxy Statement.

The signer(s) hereby revoke(s) all proxies heretofore given by the
signer(s) to vote at said Annual Meeting and any adjournments or
postponements thereof.

IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED
ON THE REVERSE SIDE.

NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREIN. JOINT OWNERS SHOULD
EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.

________________________________________
Signature

__________________________________________
Signature

Dated: ___________________, 1998
Votes MUST be indicated (x) in Black or Blue
ink |X|