As filed with the Securities and Exchange Commission on    January   , 1994


                SECURITIES AND EXCHANGE COMMISSION      Registration No. 33-
                      WASHINGTON, D.C.  20549
                   _____________________________

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                __________________________________ 
              
                         THE TRAVELERS INC.
                 (formerly, PRIMERICA CORPORATION)
       (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.)


                65 EAST 55TH STREET
                 NEW YORK, NEW YORK                 10022
    (Address of Principal Executive Offices)      (Zip Code)



                         THE TRAVELERS INC.
                         STOCK OPTION PLAN 
                      (Full title of the plan)


                    CHARLES O. PRINCE, III, ESQ.
                         THE TRAVELERS INC.
                        65 EAST 55TH STREET
                     NEW YORK, NEW YORK  10022
              (Name and address of agent for service)


                           (212) 891-8900
                    (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    23,000,000 (1)    $39.25 (2)           $902,750,000 (2)          $311,293.10 (2)
- ------------------------------------------------------------------------------------------------------

   (1)  Additional  shares of  common stock,  par value  $.01 per share,  of The
        Travelers Inc.  (the "Common  Stock")  authorized for  issuance or  sale
        under  The  Travelers  Inc.  Stock  Option  Plan  were  the  subject  of
        Registration Statements on  Form S-8, Registration No.  33-29711 and No.
        33-47437,  previously filed by  The Travelers Inc.  (formerly, Primerica
        Corporation).    This  Registration Statement  registers  an  additional
        23,000,000  shares  for  issuance  or   sale  under  that  plan.    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 Inc. Stock  Option 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  The Travelers Inc. as reported on the New York
        Stock Exchange on January 24, 1994.
                                                                                
   -----------------------------------------------------------------------------

      Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus that
      constitutes a  part of this  Registration Statement will  also be used  in
      connection with the Registration Statements  on Form S-8, No. 33-29711 and
      No. 33-47437, previously filed by the Registrant.

</TABLE>




<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  The Travelers
 Inc.  (formerly Primerica  Corporation, the "Registrant") pursuant
 to Section 13(a) or  15(d) of the Securities Exchange  Act of 1934
 (the "Exchange Act")  or the Registrant's latest prospectus  filed
 pursuant to  Rule 424(b)  under the  Securities Act  of 1933  that
 contains,  either  directly  or  by  incorporation  by  reference,
 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 or the prospectus 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, including any amendment or report  filed for the
 purpose of 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 registers  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.

           Pursuant to Section  145 of the General Corporation  Law
 of  the  State  of  Delaware  (the  "DGCL"),   a  corporation  may
 indemnify  a  director   or  officer  against  certain   expenses,
 judgments, fines, and amounts  paid in settlement  incurred by him
 in   connection  with   the   defense   of  a   civil,   criminal,
 administrative or  investigative proceeding to  which he has  been
 made, or  threatened to  be made, a  party by  reason of  the fact
 that  he  was a  director or  officer.   In  general, Section  145
 permits indemnification where  a director or officer acted in good
 faith and  in a  manner he reasonably  believed to  be in,  or not
 opposed  to, the  best  interests of  the  corporation.   In  some
 cases,  indemnification may  be  made  only with  court  approval.
 Section 3 of  Article V of the Registrant's By-laws  provides that
 the  Registrant shall indemnify  its directors and officers to the
 fullest extent permitted by the DGCL.


                               -2-




<PAGE>


           Section   102(b)(7)   of  the   DGCL  provides   that  a
 corporation's  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 breaches 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 Eleventh of  the
 Registrant's Certificate of Incorporation limits the  liability of
 directors to the fullest extent permitted by Section 102(b)(7).

           The  Registrant  also provides  liability insurance  for
 its directors and officers, which insurance provides  for coverage
 against loss  from claims made  against directors  and officers in
 their  capacity as  such, including certain  liabilities under the
 Securities  Act  of  1933, as  amended.    In  certain  employment
 agreements,  the Registrant  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 Registrant's
 By-laws.


 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,  individually or in  the aggregate, represent a fundamental
 change   in  the   information  set  forth   in  the  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; 



                               -3-




<PAGE>



 provided,  however, that  paragraphs (a)(1)(i)  and (a)(1)(ii)  do
 not  apply if the information  required to be included  in a post-
 effective amendment by those  paragraphs is contained  in periodic
 reports filed 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  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.


                               -4-




<PAGE>




                             SIGNATURES
                             ----------


      Pursuant to the  requirements of the Securities Act of  1933,
 The  Travelers 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 26th  day  of
 January, 1994.
                               THE TRAVELERS INC.
                               Registrant

                               By:/s/Sanford I. Weill              
                                  -------------------------------------
                                   Sanford  I. Weill,  Chairman  of the
                                   Board and Chief Executive Officer

      Pursuant to the requirements of the  Securities Act of  1933,
 this  registration  statement   has  been  signed  below  by   the
 following persons in the capacities indicated  on this 26th day of
 January, 1994.

      SIGNATURE                CAPACITY
      ---------                --------

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


                               President,  Chief  Operating Officer and 
                               Chief  Financial Officer  (Principal Financial
 /s/James Dimon                       Officer) and  Director

 ----------------------
    James Dimon


                               Senior Vice President and Chief
                               Accounting Officer (Principal
 /s/Irwin R. Ettinger          Accounting Officer)
 -----------------------
    Irwin R. Ettinger



                                              Director
 -------------------------
    C. Michael Armstrong



             *                                Director
 -------------------------
    Kenneth J. Bialkin

                                -5-





<PAGE>




  
    SIGNATURE                   CAPACITY
    ---------                   --------



                                              Director
 -------------------------
    Richard H. Booth


             *                                Director
 -------------------------
    Edward H. Budd


             *                                Director
 -------------------------
    Joseph A. Califano, Jr.


                                              Director
 -------------------------
    Robert W. Crispin


             *                                Director
 ------------------------
    Douglas D. Danforth


                                              Director
 ------------------------
    Robert F. Daniell


             *                                Director
 ------------------------
    Leslie B. Disharoon


             *                                Director
 ------------------------
    Gerald R. Ford


            *                                 Director
 ------------------------
    Robert F. Greenhill


            *                                 Director
 ------------------------
    Ann D. Jordan


            *                                      Director
 ------------------------
    Robert I. Lipp



                                        -6-




<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


   *                                 Director
 ------------------------
    Frank G. Zarb




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


                                        -7-




<PAGE>




                  EXHIBIT INDEX
                  -------------



 Exhibit
 Number    Description of Document
 ------    -----------------------

 5         Opinion of Mark J. Amrhein.  

 23.1      Consent of KPMG Peat Marwick.

 23.2      Consent of Coopers & Lybrand.

 23.3      Consent of Ernst & Young.

 23.4      Consent of  Mark J.  Amrhein (contained  in the  opinion
           filed as Exhibit 5).

 24        Powers  of  Attorney   of  certain   directors  of   the
           registrant.

 28.1      Information from  Reports Furnished  to State  Insurance
           Regulatory Authorities.  Schedule  P to the Consolidated
           Annual  Statement  of  Gulf  Insurance Company  and  its
           affiliated fire  and casualty  insurers, incorporated by
           reference to Exhibit  29.01 to  the Registrant's  Annual
           Report on Form  10-K for the fiscal year ended  December
           31, 1992  (File No. 1-9924).   The information  included
           in  Schedule P  of Annual  Statements  of The  Travelers
           Corporation  or   its  affiliates  is   omitted.     The
           Travelers  Corporation was previously a registrant under
           the  Securities Exchange  Act of  1934,  and filed  such
           information with the Securities and  Exchange Commission
           in  its own right.  On December  31, 1993, The Travelers
           Corporation   merged   into   the   Registrant.      The
           information included in Schedule P of Annual  Statements
           of  the   Registrant's  unconsolidated  subsidiaries  is
           omitted in accordance with paragraph 28,  clause (iv) of
           Item 601 of Regulation S-K.  









                          -8-
[{"type": "S-8", "sequence": "1", "description": "THE TRAVELERS INC.", "secsgml_size_bytes": 19159}]
{"company-data": {"conformed-name": "TRAVELERS 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": "033-52029", "film-number": "94502838"}, "business-address": {"street1": "65 E 55TH ST", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2128918900"}, "former-company": [{"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    January   , 1994

                SECURITIES AND EXCHANGE COMMISSION      Registration No. 33-
                      WASHINGTON, D.C.  20549
                   _____________________________

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                __________________________________ 
              
                         THE TRAVELERS INC.
                 (formerly, PRIMERICA CORPORATION)
       (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.)

                65 EAST 55TH STREET
                 NEW YORK, NEW YORK                 10022
    (Address of Principal Executive Offices)      (Zip Code)

                         THE TRAVELERS INC.
                         STOCK OPTION PLAN 
                      (Full title of the plan)

                    CHARLES O. PRINCE, III, ESQ.
                         THE TRAVELERS INC.
                        65 EAST 55TH STREET
                     NEW YORK, NEW YORK  10022
              (Name and address of agent for service)

                           (212) 891-8900
                    (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    23,000,000 (1)    $39.25 (2)           $902,750,000 (2)          $311,293.10 (2)
- ------------------------------------------------------------------------------------------------------

   (1)  Additional  shares of  common stock,  par value  $.01 per share,  of The
        Travelers Inc.  (the "Common  Stock")  authorized for  issuance or  sale
        under  The  Travelers  Inc.  Stock  Option  Plan  were  the  subject  of
        Registration Statements on  Form S-8, Registration No.  33-29711 and No.
        33-47437,  previously filed by  The Travelers Inc.  (formerly, Primerica
        Corporation).    This  Registration Statement  registers  an  additional
        23,000,000  shares  for  issuance  or   sale  under  that  plan.    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 Inc. Stock  Option 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  The Travelers Inc. as reported on the New York
        Stock Exchange on January 24, 1994.
                                                                                
   -----------------------------------------------------------------------------

      Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus that
      constitutes a  part of this  Registration Statement will  also be used  in
      connection with the Registration Statements  on Form S-8, No. 33-29711 and
      No. 33-47437, previously filed by the Registrant.
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  The Travelers
 Inc.  (formerly Primerica  Corporation, the "Registrant") pursuant
 to Section 13(a) or  15(d) of the Securities Exchange  Act of 1934
 (the "Exchange Act")  or the Registrant's latest prospectus  filed
 pursuant to  Rule 424(b)  under the  Securities Act  of 1933  that
 contains,  either  directly  or  by  incorporation  by  reference,
 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 or the prospectus 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, including any amendment or report  filed for the
 purpose of 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 registers  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.

           Pursuant to Section  145 of the General Corporation  Law
 of  the  State  of  Delaware  (the  "DGCL"),   a  corporation  may
 indemnify  a  director   or  officer  against  certain   expenses,
 judgments, fines, and amounts  paid in settlement  incurred by him
 in   connection  with   the   defense   of  a   civil,   criminal,
 administrative or  investigative proceeding to  which he has  been
 made, or  threatened to  be made, a  party by  reason of  the fact
 that  he  was a  director or  officer.   In  general, Section  145
 permits indemnification where  a director or officer acted in good
 faith and  in a  manner he reasonably  believed to  be in,  or not
 opposed  to, the  best  interests of  the  corporation.   In  some
 cases,  indemnification may  be  made  only with  court  approval.
 Section 3 of  Article V of the Registrant's By-laws  provides that
 the  Registrant shall indemnify  its directors and officers to the
 fullest extent permitted by the DGCL.

                               -2-
Section   102(b)(7)   of  the   DGCL  provides   that  a
 corporation's  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 breaches 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 Eleventh of  the
 Registrant's Certificate of Incorporation limits the  liability of
 directors to the fullest extent permitted by Section 102(b)(7).

           The  Registrant  also provides  liability insurance  for
 its directors and officers, which insurance provides  for coverage
 against loss  from claims made  against directors  and officers in
 their  capacity as  such, including certain  liabilities under the
 Securities  Act  of  1933, as  amended.    In  certain  employment
 agreements,  the Registrant  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 Registrant's
 By-laws.

 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,  individually or in  the aggregate, represent a fundamental
 change   in  the   information  set  forth   in  the  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; 

                               -3-
provided,  however, that  paragraphs (a)(1)(i)  and (a)(1)(ii)  do
 not  apply if the information  required to be included  in a post-
 effective amendment by those  paragraphs is contained  in periodic
 reports filed 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  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.

                               -4-
SIGNATURES
                             ----------

      Pursuant to the  requirements of the Securities Act of  1933,
 The  Travelers 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 26th  day  of
 January, 1994.
                               THE TRAVELERS INC.
                               Registrant

                               By:/s/Sanford I. Weill              
                                  -------------------------------------
                                   Sanford  I. Weill,  Chairman  of the
                                   Board and Chief Executive Officer

      Pursuant to the requirements of the  Securities Act of  1933,
 this  registration  statement   has  been  signed  below  by   the
 following persons in the capacities indicated  on this 26th day of
 January, 1994.

      SIGNATURE                CAPACITY
      ---------                --------

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

                               President,  Chief  Operating Officer and 
                               Chief  Financial Officer  (Principal Financial
 /s/James Dimon                       Officer) and  Director

 ----------------------
    James Dimon

                               Senior Vice President and Chief
                               Accounting Officer (Principal
 /s/Irwin R. Ettinger          Accounting Officer)
 -----------------------
    Irwin R. Ettinger

                                              Director
 -------------------------
    C. Michael Armstrong

             *                                Director
 -------------------------
    Kenneth J. Bialkin

                                -5-
SIGNATURE                   CAPACITY
    ---------                   --------

                                              Director
 -------------------------
    Richard H. Booth

             *                                Director
 -------------------------
    Edward H. Budd

             *                                Director
 -------------------------
    Joseph A. Califano, Jr.

                                              Director
 -------------------------
    Robert W. Crispin

             *                                Director
 ------------------------
    Douglas D. Danforth

                                              Director
 ------------------------
    Robert F. Daniell

             *                                Director
 ------------------------
    Leslie B. Disharoon

             *                                Director
 ------------------------
    Gerald R. Ford

            *                                 Director
 ------------------------
    Robert F. Greenhill

            *                                 Director
 ------------------------
    Ann D. Jordan

            *                                      Director
 ------------------------
    Robert I. Lipp

                                        -6-
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

   *                                 Director
 ------------------------
    Frank G. Zarb

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

                                        -7-
EXHIBIT INDEX
                  -------------

 Exhibit
 Number    Description of Document
 ------    -----------------------

 5         Opinion of Mark J. Amrhein.  

 23.1      Consent of KPMG Peat Marwick.

 23.2      Consent of Coopers & Lybrand.

 23.3      Consent of Ernst & Young.

 23.4      Consent of  Mark J.  Amrhein (contained  in the  opinion
           filed as Exhibit 5).

 24        Powers  of  Attorney   of  certain   directors  of   the
           registrant.

 28.1      Information from  Reports Furnished  to State  Insurance
           Regulatory Authorities.  Schedule  P to the Consolidated
           Annual  Statement  of  Gulf  Insurance Company  and  its
           affiliated fire  and casualty  insurers, incorporated by
           reference to Exhibit  29.01 to  the Registrant's  Annual
           Report on Form  10-K for the fiscal year ended  December
           31, 1992  (File No. 1-9924).   The information  included
           in  Schedule P  of Annual  Statements  of The  Travelers
           Corporation  or   its  affiliates  is   omitted.     The
           Travelers  Corporation was previously a registrant under
           the  Securities Exchange  Act of  1934,  and filed  such
           information with the Securities and  Exchange Commission
           in  its own right.  On December  31, 1993, The Travelers
           Corporation   merged   into   the   Registrant.      The
           information included in Schedule P of Annual  Statements
           of  the   Registrant's  unconsolidated  subsidiaries  is
           omitted in accordance with paragraph 28,  clause (iv) of
           Item 601 of Regulation S-K.  

                          -8-