As filed with the Securities and Exchange Commission on April 25, 1996

                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION      Registration No. ________
                          WASHINGTON, D.C.  20549
               __________________________________

                            FORM S-8
                   REGISTRATION STATEMENT
                             UNDER
                  THE SECURITIES ACT OF 1933
               _________________________________

                    TRAVELERS GROUP INC.
     (Exact name of registrant as specified in its charter)

     DELAWARE                                     52-1568099
     (State or other jurisdiction                 (I.R.S.Employer
     of incorporation or organization)            Identification No.)

     388 GREENWICH STREET
     NEW YORK, NEW YORK                           10013
     (Address of Principal Executive Offices)     (Zip Code)



                    TRAVELERS GROUP 1996 STOCK INCENTIVE PLAN
                         (Full title of the plan)



                         CHARLES O. PRINCE, III, ESQ.
                         TRAVELERS GROUP INC.
                         388 GREENWICH STREET
                         NEW YORK, NEW YORK  10013
                       (Name and address of agent for service)

                              (212) 816-8000
                       (Telephone number, including
                       area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE


<TABLE><CAPTION>

Title of                           Proposed Maximum    Proposed Maximum    Amount of
Securities          Amount to be   Offering Price      Aggregate Offering  Registration
to be Registered    Registered     per Share           Price               Fee
<S>               <C>              <C>                 <C>                 <C>
Common Stock,
$.01 par value 
per share         50,000,000(1)    $60.4375(2)         $3,021,875,000(2)   $1,042,025.86(2)

</TABLE>


(1)  This Registration Statement also covers such additional number of shares as
     may be issuable or saleable by reason of the operation of the anti-
     dilution provisions of the Travelers Group 1996 Stock Incentive Plan that
     are covered by this Registration Statement.

(2)  The registration fee for the securities registered hereby has been
     calculated pursuant to Rule 457(h) under the Securities Act and is based
     upon the average of the high and low sale price of the Common Stock, par
     value $.01 per share, of Travelers Group Inc. as reported on the New York
     Stock Exchange on April 18, 1996.


<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement:

     (a)  The latest annual report filed by Travelers Group Inc. (the
"Registrant") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.

     (c)  The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under the Exchange Act, as updated by
the description of the Registrant's Common Stock contained in the Company's
Registration Statement on Form S-3 dated February 15, 1994 (File No. 33-52281),
and any amendment or report filed for the purpose of further updating such
description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a  party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other 


                                        2

<PAGE>


than an action by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred  by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     Other subsections of Section 145 further provide that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.  Section 


                                        3

<PAGE>


3 of Article V of the Company's By-Laws provides that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
DGCL.

     The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended.  In certain employment agreements, the
Company or its subsidiaries have also agreed to indemnify certain officers
against loss from claims made against such officers in connection with the
performance of their duties under their employment agreements.  Such
indemnification is generally to the same extent as provided in the Company's By-
laws. 

     Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided  that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. 
Article TENTH of the Company's Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index attached hereto.

ITEM 9.   UNDERTAKINGS. 

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, 


                                        4

<PAGE>

individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.  Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; 

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in 


                                        5

<PAGE>

the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                        6

<PAGE>
                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Travelers Group Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, this 24th day of
April, 1996.

                            TRAVELERS GROUP INC. 
                            (Registrant)

                                /s/ James Dimon
                            By:__________________
                               James Dimon, President                           

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 24th day of April, 1996.

     SIGNATURE                CAPACITY

                              Chairman of the Board and Chief
     /s/ Sanford I. Weill     Executive Officer (Principal
     ____________________     Executive Officer) and Director
     Sanford I. Weill


                              Senior Vice President and 
     /s/ Heidi G. Miller      Chief Financial Officer 
     _____________________    (Principal Financial Officer) 
     Heidi G. Miller

                              Executive Vice President and Chief
     /s/ Irwin R. Ettinger    Accounting Officer (Principal
     _____________________    Accounting Officer)
     Irwin R. Ettinger


          *
     ____________________     Director
     C. Michael Armstrong


          *
     ____________________     Director
     Kenneth J. Bialkin


                                        7

<PAGE>


     SIGNATURE                CAPACITY


     ____________________     Director
     Edward H. Budd

          *
     ____________________     Director
     Joseph A. Califano, Jr.

          *
     _____________________    Director
     Douglas D. Danforth

          *
     _____________________    Director
     Robert F. Daniell

     /s/ James Dimon
     _____________________    Director
     James Dimon

          *
     ____________________     Director
     Leslie B. Disharoon

          *
     ____________________     Director
     Gerald R. Ford 


     ____________________     Director
     Ann D. Jordan


     ____________________     Director
     Robert I. Lipp


                                        8

<PAGE>


     SIGNATURE                CAPACITY


          *
     ____________________     Director
     Dudley C. Mecum
 
          *
     ____________________     Director
     Andrall E. Pearson

          *
     ____________________     Director
     Frank J. Tasco

          *
     ____________________     Director
     Linda J. Wachner

          *
     ____________________     Director
     Joseph R. Wright, Jr. 

          *
     ____________________     Director
     Arthur Zankel



     /s/ James Dimon
*By:_________________________
     James Dimon
     Attorney-in-fact under the
     Powers of Attorney filed
     as Exhibit 24 hereto.


                                        9

<PAGE>


                                      EXHIBIT INDEX



Exhibit
Number    Description of Document


5         Opinion of Charles O. Prince, III, Esq., 
          with respect to the legality of the securities 
          being registered

23.1      Consent of Charles O. Prince, III, Esq.
          (included in his opinion filed as Exhibit 5)

23.2.1    Consent of KPMG Peat Marwick LLP

23.2.2    Consent of KPMG Peat Marwick LLP

23.3      Consent of Coopers & Lybrand L.L.P.

24        Powers of Attorney of certain directors of the Registrant.


                                       10
[{"type": "S-8", "sequence": "1", "description": "TRAVELERS GROUP INC.", "secsgml_size_bytes": 18028}]
{"company-data": {"conformed-name": "TRAVELERS GROUP INC", "cik": "0000831001", "assigned-sic": "6141", "irs-number": "521568099", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02809", "film-number": "96550551"}, "business-address": {"street1": "388 GREENWICH ST", "street2": "LEGAL DEPT 20TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10013", "phone": "2128168000"}, "mail-address": {"street1": "388 GREENWICH ST", "street2": "LEGAL DEPT 20TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10013"}, "former-company": [{"former-conformed-name": "TRAVELERS INC", "date-changed": "19940103"}, {"former-conformed-name": "PRIMERICA CORP /NEW/", "date-changed": "19920703"}, {"former-conformed-name": "COMMERCIAL CREDIT GROUP INC", "date-changed": "19890102"}]}
As filed with the Securities and Exchange Commission on April 25, 1996

                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION      Registration No. ________
                          WASHINGTON, D.C.  20549
               __________________________________

                            FORM S-8
                   REGISTRATION STATEMENT
                             UNDER
                  THE SECURITIES ACT OF 1933
               _________________________________

                    TRAVELERS GROUP INC.
     (Exact name of registrant as specified in its charter)

     DELAWARE                                     52-1568099
     (State or other jurisdiction                 (I.R.S.Employer
     of incorporation or organization)            Identification No.)

     388 GREENWICH STREET
     NEW YORK, NEW YORK                           10013
     (Address of Principal Executive Offices)     (Zip Code)

                    TRAVELERS GROUP 1996 STOCK INCENTIVE PLAN
                         (Full title of the plan)

                         CHARLES O. PRINCE, III, ESQ.
                         TRAVELERS GROUP INC.
                         388 GREENWICH STREET
                         NEW YORK, NEW YORK  10013
                       (Name and address of agent for service)

                              (212) 816-8000
                       (Telephone number, including
                       area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
Title of                           Proposed Maximum    Proposed Maximum    Amount of
Securities          Amount to be   Offering Price      Aggregate Offering  Registration
to be Registered    Registered     per Share           Price               Fee
Common Stock,
$.01 par value 
per share         50,000,000(1)    $60.4375(2)         $3,021,875,000(2)   $1,042,025.86(2)
(1)  This Registration Statement also covers such additional number of shares as
     may be issuable or saleable by reason of the operation of the anti-
     dilution provisions of the Travelers Group 1996 Stock Incentive Plan that
     are covered by this Registration Statement.

(2)  The registration fee for the securities registered hereby has been
     calculated pursuant to Rule 457(h) under the Securities Act and is based
     upon the average of the high and low sale price of the Common Stock, par
     value $.01 per share, of Travelers Group Inc. as reported on the New York
     Stock Exchange on April 18, 1996.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement:

     (a)  The latest annual report filed by Travelers Group Inc. (the
"Registrant") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.

     (c)  The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under the Exchange Act, as updated by
the description of the Registrant's Common Stock contained in the Company's
Registration Statement on Form S-3 dated February 15, 1994 (File No. 33-52281),
and any amendment or report filed for the purpose of further updating such
description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a  party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other 

                                        2
than an action by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred  by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     Other subsections of Section 145 further provide that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.  Section 

                                        3
3 of Article V of the Company's By-Laws provides that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
DGCL.

     The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended.  In certain employment agreements, the
Company or its subsidiaries have also agreed to indemnify certain officers
against loss from claims made against such officers in connection with the
performance of their duties under their employment agreements.  Such
indemnification is generally to the same extent as provided in the Company's By-
laws. 

     Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided  that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. 
Article TENTH of the Company's Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index attached hereto.

ITEM 9.   UNDERTAKINGS. 

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, 

                                        4
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.  Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; 

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in 

                                        5
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                        6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Travelers Group Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, this 24th day of
April, 1996.

                            TRAVELERS GROUP INC. 
                            (Registrant)

                                /s/ James Dimon
                            By:__________________
                               James Dimon, President                           

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 24th day of April, 1996.

     SIGNATURE                CAPACITY

                              Chairman of the Board and Chief
     /s/ Sanford I. Weill     Executive Officer (Principal
     ____________________     Executive Officer) and Director
     Sanford I. Weill

                              Senior Vice President and 
     /s/ Heidi G. Miller      Chief Financial Officer 
     _____________________    (Principal Financial Officer) 
     Heidi G. Miller

                              Executive Vice President and Chief
     /s/ Irwin R. Ettinger    Accounting Officer (Principal
     _____________________    Accounting Officer)
     Irwin R. Ettinger

          *
     ____________________     Director
     C. Michael Armstrong

          *
     ____________________     Director
     Kenneth J. Bialkin

                                        7
SIGNATURE                CAPACITY

     ____________________     Director
     Edward H. Budd

          *
     ____________________     Director
     Joseph A. Califano, Jr.

          *
     _____________________    Director
     Douglas D. Danforth

          *
     _____________________    Director
     Robert F. Daniell

     /s/ James Dimon
     _____________________    Director
     James Dimon

          *
     ____________________     Director
     Leslie B. Disharoon

          *
     ____________________     Director
     Gerald R. Ford 

     ____________________     Director
     Ann D. Jordan

     ____________________     Director
     Robert I. Lipp

                                        8
SIGNATURE                CAPACITY

          *
     ____________________     Director
     Dudley C. Mecum
 
          *
     ____________________     Director
     Andrall E. Pearson

          *
     ____________________     Director
     Frank J. Tasco

          *
     ____________________     Director
     Linda J. Wachner

          *
     ____________________     Director
     Joseph R. Wright, Jr. 

          *
     ____________________     Director
     Arthur Zankel

     /s/ James Dimon
*By:_________________________
     James Dimon
     Attorney-in-fact under the
     Powers of Attorney filed
     as Exhibit 24 hereto.

                                        9
EXHIBIT INDEX

Exhibit
Number    Description of Document

5         Opinion of Charles O. Prince, III, Esq., 
          with respect to the legality of the securities 
          being registered

23.1      Consent of Charles O. Prince, III, Esq.
          (included in his opinion filed as Exhibit 5)

23.2.1    Consent of KPMG Peat Marwick LLP

23.2.2    Consent of KPMG Peat Marwick LLP

23.3      Consent of Coopers & Lybrand L.L.P.

24        Powers of Attorney of certain directors of the Registrant.

                                       10