SUPPLEMENT DATED DECEMBER 19, 2003 TO THE
                                                  VINTAGE II (SERIES II) ANNUITY
                                                 PROSPECTUS DATED AUGUST 8, 2003


The following information supplements, and to the extent inconsistent therewith,
replaces the information in the Vintage II (Series II) Annuity prospectus.
Please retain this supplement and keep it with the prospectus for future
reference.

1.   FEE TABLE

The first paragraph under the Examples in the Fee Table section is deleted in
its entirety.

2.   THE VARIABLE FUNDING OPTIONS

The following two paragraphs are added after the third paragraph under The
Variable Funding Options sub-section of The Annuity Contract section.

ADMINISTRATIVE, MARKETING AND SUPPORT SERVICE FEES. The Company and TDLLC have
arrangements with the investment adviser, subadviser, distributor, and/or
affiliated companies of many of the Underlying Funds under which the Company and
TDLLC receive payments in connection with our provision of administrative,
marketing or other support services to the Funds. Proceeds of these payments may
be used for any corporate purpose, including payment of expenses that the
Company and TDLLC incur in promoting, issuing, distributing and administering
the Contracts.

The payments are generally based on a percentage of the average assets of each
Underlying Fund allocated to the Variable Funding Options under the Contract or
other contracts offered by the Company. Aggregate fees relating to the different
Funds may vary in amount and may be as much as 0.60% of the average net assets
of an Underlying Fund attributable to the relevant contracts. A portion of these
payments may come from revenue derived from the Distribution and/or Service Fees
(12b-1 fees) that are deducted from an Underlying Fund's assets as part of its
Total Annual Operating Expenses. The arrangements may vary for each Underlying
Fund.

3.   BENEFICIARY CONTRACT CONTINUANCE

The first paragraph under the Beneficiary Contract Continuance section is
deleted in its entirety and replaced with the following:

If you die before the Maturity Date, and if the value of any beneficiary's
portion of the death benefit is between $20,000 and $1,000,000 as of the Death
Report Date, (more than $1,000,000 is subject to Home Office approval), your
beneficiary(s) may elect to continue his/her portion of the Contract subject to
applicable Internal Revenue Code distribution requirements, rather than receive
the death benefit in a lump sum. If the beneficiary chooses to continue the
contract, the beneficiary can extend the payout phase of the Contract enabling
the beneficiary to "stretch" the death benefit distributions out over his life
expectancy as permitted by the Internal Revenue Code.

4.   FEDERAL TAX CONSIDERATIONS

The section on Federal Tax Considerations is deleted in its entirety and
replaced with the following:

The following general discussion of the federal income tax consequences under
this Contract is not intended to cover all situations, and is not meant to
provide tax or legal advice. Because of the complexity of the law and the fact
that the tax results will vary depending on many factors, you should consult
your tax and/or legal adviser regarding your personal situation. For your
information, a more detailed tax discussion is contained in the SAI.




GENERAL TAXATION OF ANNUITIES

Congress has recognized the value of saving for retirement by providing certain
tax benefits, in the form of tax deferral, for money put into an annuity. The
Internal Revenue Code ("Code") governs how this money is ultimately taxed,
depending upon the type of Contract, qualified or non-qualified, and the manner
in which the money is distributed, as briefly described below. In analyzing the
benefits of tax deferral it is important to note that the Jobs and Growth Tax
Relief Reconciliation Act of 2003 amended Code Section 1 to reduce the marginal
tax rates on long-term capital gains and dividends to 5% and 15%. The reduced
rates apply during 2003 through 2008, and thereafter will increase to prior
levels. Earnings under annuity contracts continue to be taxed as ordinary income
(top rate of 35%).

TAX-FREE EXCHANGES: Code Section 1035 provides that, if certain conditions are
met, no gain or loss is recognized when an annuity Contract is received in
exchange for a life, endowment, or annuity Contract. Since different annuity
Contracts have different expenses, fees and benefits, a tax-free exchange could
result in your investment becoming subject to higher or lower fees and/or
expenses.

TYPES OF CONTRACTS: QUALIFIED AND NONQUALIFIED

QUALIFIED ANNUITY CONTRACTS

If you purchase an annuity Contract with proceeds of an eligible rollover
distribution from any qualified employee pension plan or individual retirement
annuity (IRA), your Contract is referred to as a Qualified Contract. Some
examples of Qualified Contracts are: IRAs, tax-sheltered annuities established
by public school systems or certain tax-exempt organizations under Code Section
403(b), corporate sponsored pension and profit-sharing plans (including 401(k)
plans), Keogh Plans (for self-employed individuals), and certain other qualified
deferred compensation plans. Another type of qualified contract is a Roth IRA,
under which after-tax contributions accumulate until maturity, when amounts
(including earnings) may be withdrawn tax-free. The rights and benefits under a
Qualified Contract may be limited by the terms of the retirement plan,
regardless of the terms and conditions of the Contract. Plan participants making
contributions to qualified annuity contracts will be subject to minimum
distribution rules as provided by the Code and described below.

TAXATION OF QUALIFIED ANNUITY CONTRACTS

Under a qualified annuity, since amounts paid into the Contract have generally
not yet been taxed, the full amount of such distributions, including the amount
attributable to Purchase Payments, whether paid in the form of lump-sum
withdrawals or Annuity Payments, are generally taxed at the ordinary income tax
rate unless the distribution is transferred to an eligible rollover account or
Contract. The Contract is available as a vehicle for IRA rollovers and for other
Qualified Contracts. There are special rules which govern the taxation of
Qualified Contracts, including withdrawal restrictions, requirements for
mandatory distributions, and contribution limits. We have provided a more
complete discussion in the SAI.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

Federal tax law requires that minimum annual distributions begin by April 1st of
the calendar year following the calendar year in which an IRA owner attains age
70 1/2. Participants in qualified plans and 403(b) annuities may defer minimum
distributions until the later of April 1st of the calendar year following the
calendar year in which they attain age 70 1/2 or the year of retirement. If you
own more than one individual retirement annuity and/or account, you may satisfy
the minimum distribution rules on an aggregate basis (i.e. determine the total
amount of required distributions from all IRAs and take the required amount from
any one or more IRAs). A similar aggregate approach is available to meet your
403(b) minimum distribution requirements if you have multiple 403(b) annuities.

MINIMUM DISTRIBUTIONS FOR BENEFICIARIES: When a death benefit becomes due upon
the death of the owner and/or annuitant, a lump sum may be taken, minimum
distributions may be taken over the life expectancy of the beneficiary not less
than annually within one year from the date of death, or the




funds remaining in the Contract must be completely withdrawn within five years
from the date of death.

NOTE TO PARTICIPANTS IN QUALIFIED PLANS INCLUDING 401, 403(B), 457 AS WELL AS
IRA OWNERS: While annual plan contribution limits may be increased from time to
time by Congress and the IRS for federal income tax purposes, these limits must
be adopted by each state for the higher limits to be effective at a state income
tax level. In other words, the permissible contribution limit for income tax
purposes may be different at the federal level from your state's income tax
laws. Therefore, in certain states, a portion of the contributions may not be
excludible or deductible from state income taxes. Please consult your employer
or tax adviser regarding this issue.

NONQUALIFIED ANNUITY CONTRACTS

If you purchase the Contract on an individual basis with after-tax dollars and
not under one of the programs described above, your Contract is referred to as
nonqualified.

As the owner of a nonqualified annuity, you do not receive any tax benefit
(deduction or deferral of income) on Purchase Payments, but you will not be
taxed on increases in the value of your Contract until a distribution occurs --
either as a withdrawal (distribution made prior to the Maturity Date), or as
Annuity Payments. When a withdrawal is made, you are taxed on the amount of the
withdrawal that is considered earnings under applicable tax laws. Similarly,
when you receive an Annuity Payment, part of each payment is considered a return
of your Purchase Payments and will not be taxed. The remaining portion of the
Annuity Payment (i.e., any earnings) will be considered ordinary income for tax
purposes.

If a nonqualified annuity is owned by other than an individual, however, (e.g.,
by a corporation), increases in the value of the Contract attributable to
Purchase Payments made after February 28, 1986 are includable in income annually
and taxed at ordinary income tax rates. Furthermore, for Contracts issued after
April 22, 1987, if you transfer the Contract to another person or entity without
adequate consideration, all deferred increases in value will be includable in
your income at the time of the transfer.

If you make a partial withdrawal, this money will generally be taxed as first
coming from earnings, (income in the contract), and then from your Purchase
Payments. These withdrawn earnings are includable in your taxable income. (See
Penalty Tax for Premature Distributions below.) There is income in the Contract
to the extent the contract value exceeds your investment in the Contract. The
investment in the Contract equals the total Purchase Payments you paid less any
amount received previously which was excludible from gross income. Any direct or
indirect borrowing against the value of the Contract or pledging of the Contract
as security for a loan will be treated as a cash distribution under the tax law,
and will have tax consequences in the year taken.

Federal tax law requires that nonqualified annuity Contracts meet minimum
mandatory distribution requirements upon the death of the contract owner,
including the first of joint owners. If these requirements are not met, the
Contract will not be treated as an annuity Contract for Federal income tax
purposes and earnings under the Contract will be taxable currently, not when
distributed. The distribution required depends, among other things, upon whether
an annuity option is elected or whether the succeeding contract owner is the
surviving spouse. We will administer Contracts in accordance with these rules
and we will notify you when you should begin receiving payments. There is a more
complete discussion of these rules in the SAI.

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

The Code requires that any nonqualified variable annuity Contracts based on a
Separate Account must meet specific diversification standards. Nonqualified
variable annuity contracts shall not be treated as an annuity for Federal income
tax purposes if investments made in the account are not adequately diversified.
Final tax regulations define how Separate Accounts must be diversified. The
Company monitors the diversification of investments constantly and believes that
its accounts are adequately diversified. The consequence of any failure to
diversify is essentially the loss to the Contract owner of




tax-deferred treatment, requiring the current inclusion of a proportionate share
of the income and gains from the Separate Account assets in the income of each
Contract Owner. The Company intends to administer all Contracts subject to this
provision of law in a manner that will maintain adequate diversification.

OWNERSHIP OF THE INVESTMENTS

In certain circumstances, owners of variable annuity Contracts have been
considered to be the owners of the assets of the underlying Separate Account for
Federal income tax purposes due to their ability to exercise investment control
over those assets. When this is the case, the contract owners have been
currently taxed on income and gains attributable to the variable account assets.
There is little guidance in this area, and some features of the Contract, such
as the number of funds available and the flexibility of the contract owner to
allocate premium payments and transfer amounts among the funding options, have
not been addressed in public rulings. While we believe that the Contract does
not give the contract owner investment control over Separate Account assets, we
reserve the right to modify the Contract as necessary to prevent a contract
owner from being treated as the owner of the Separate Account assets supporting
the Contract.

TAXATION OF DEATH BENEFIT PROCEEDS

Amounts may be distributed from a nonqualified Contract because of the death of
an owner or annuitant. Generally, such amounts are includable in the income of
the recipient as follows: (i) if distributed in a lump sum, they are taxed in
the same manner as a full surrender of the contract; or (ii) if distributed
under a payment option, they are taxed in the same way as Annuity Payments.

OTHER TAX CONSIDERATIONS

TREATMENT OF CHARGES FOR OPTIONAL DEATH BENEFITS

The Contract may provide one or more optional enhanced death benefits that in
some cases may exceed the greater of purchase price or the contract value. It is
possible that the Internal Revenue Service may take the position that the
charges for the optional enhanced death benefit(s) are deemed to be taxable
distributions to you. Although we do not believe that a charge under such
optional enhanced death benefit should be treated as a taxable withdrawal, you
should consult with your tax adviser before selecting any rider or endorsement
to the Contract.

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

For both qualified and nonqualified Contracts, taxable distributions taken
before the contract owner has reached the age of 59 1/2 will be subject to a 10%
additional tax penalty unless the distribution is taken in a series of periodic
distributions, for life or life expectancy, or unless the distribution follows
the death or disability of the contract owner. Other exceptions may be available
in certain qualified plans. The 10% additional tax is in addition to any
penalties that may apply under your Contract and the normal income taxes due on
the distribution.

PUERTO RICO TAX CONSIDERATIONS

The Puerto Rico Internal Revenue Code of 1994 (the "1994 Code") taxes
distributions from nonqualified annuity contracts differently than in the U.S.
Distributions that are not in the form of an annuity (including partial
surrenders and period certain payments) are treated under the 1994 Code first as
a return of investment. Therefore, no taxable income is recognized for Puerto
Rico tax purposes until the cumulative amount paid exceeds your tax basis. The
amount of income on annuity distributions (payable over your lifetime) is also
calculated differently under the 1994 Code. Since Puerto Rico residents are also
subject to U.S. income tax on all income other than income sourced to Puerto
Rico, the timing of recognition of income from an annuity contract could vary
between the two jurisdictions. Although the 1994 Code provides a credit against
the Puerto Rico income tax for U.S. income taxes paid, an individual may not get
full credit because of the timing differences. You should




consult with a personal tax adviser regarding the tax consequences of purchasing
an annuity contract and/or any proposed distribution, particularly a partial
distribution or election to annuitize.

NON-RESIDENT ALIENS

Distributions to non-resident aliens ("NRAs") are subject to special and complex
tax and withholding rules under the Code, some of which are based upon the
particular facts and circumstances of the contract owner, the beneficiary and
the transaction itself. In addition, Annuity Payments to NRAs in many countries
are exempt from U.S. tax (or subject to lower rates) based upon a tax treaty.
NRAs should seek guidance from a tax adviser regarding their personal situation.

5.   DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The section on Distribution of Variable Annuity Contracts is deleted in its
entirety and replaced with the following:

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT. Travelers Distribution LLC
("TDLLC") serves as the principal underwriter and distributor of the securities
offered through this Prospectus pursuant to the terms of the Distribution and
Principal Underwriting Agreement. TDLLC also acts as the principal underwriter
and distributor of other variable annuity contracts and variable life insurance
policies issued by the Company and its affiliated companies.

TDLLC's principal executive offices are located at One Cityplace, Hartford,
Connecticut 06103. TDLLC is registered as a broker-dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as
well as the securities commissions in the states in which it operates, and is a
member of the National Association of Securities Dealers, Inc. ("NASD"). TDLLC
is affiliated with the Company and each Separate Account. TDLLC, as the
principal underwriter and distributor, does not retain any fees under the
Contracts.

The Contracts are offered on a continuous basis. TDLLC enters into selling
agreements with broker-dealers who are registered with the SEC and are members
of the NASD, and with entities that may offer the Contracts but are exempt from
registration. Applications for the Contract are solicited by registered
representatives who are associated persons of such broker-dealer firms. Such
representatives act as appointed agents of the Company under applicable state
insurance law and must be licensed to sell variable insurance products. We
intend to offer the Contract in all jurisdictions where we are licensed to do
business and where the Contract is approved.

COMPENSATION. Broker-dealers who have selling agreements with TDLLC are paid
compensation for the promotion and sale of the Contracts. Registered
representatives who solicit sales of the Contract typically receive a portion of
the compensation payable to the broker-dealer firm, depending on the agreement
between the firm and the registered representative. Compensation paid on the
Contracts, as well as other incentives or payments, are not assessed as an
additional direct charge to Contract owners or the Separate Account. We intend
to recoup commissions and other sales expenses through fees and charges imposed
under the Contract and from profits on payments received by the Company and
TDLLC for providing administrative, marketing and other support and services to
the Funds.

The amount and timing of compensation may vary depending on the selling
agreement but is not expected to exceed 10% of Purchase Payments (if up-front
compensation is paid to registered representatives) and 2% annually of average
account value (if asset based compensation is paid to registered
representatives). We may also periodically establish commission specials;
however, commissions paid under these specials will not exceed the amounts
described immediately above. To the extent permitted by NASD rules and other
applicable laws and regulations, TDLLC may pay or allow other promotional
incentives or payments in the form of cash or other compensation.

Broker-dealer firms may receive separate compensation or reimbursement for,
among other things, training of sales personnel, marketing or other services
they provide to the Company or our affiliates. In addition, the Company or TDLLC
may enter into special compensation arrangements with certain




broker-dealer firms based on aggregate or anticipated sales of the Contracts or
other criteria. These special compensation arrangements will not be offered to
all broker-dealer firms and the terms of such arrangements may differ between
broker-dealer firms. The Company and TDLLC have entered into such arrangements
with AIG Advisor Group (including Advantage Capital Corporation, FSC Securities
Corporation, Royal Alliance Associates, Inc., Sentra Securities Corporation,
Spelman & Co., Inc. and SunAmerica Securities, Inc.), ING Advisors Network
(including Financial Network Corporation, Locust Street Securities,
Multi-Financial Securities, IFG Network Securities, VESTAX Securities,
Washington Square Securities and PrimeVest Financial Services), Morgan Stanley,
Merrill Lynch, NFP Securities, Inc., Piper Jaffray, Primerica Financial
Services, Inc., Prudential Securities, and Citigroup Global Markets. Any such
compensation payable to a broker-dealer firm will be made by TDLLC or the
Company out of their own assets and will not result in any additional direct
charge to you.

The Company and TDLLC have entered into selling agreements with certain
broker-dealer firms that have an affiliate that acts as investment adviser to
one or more Underlying Funds or serves as a subadviser to a Portfolio of The
Travelers Series Trust or Travelers Series Fund Inc., which are offered under
the Contracts. These firms include Fidelity Management & Research Company,
Morgan Stanley Investment Advisers Inc., Merrill Lynch Investment Managers,
L.P., Salomon Brothers Asset Management and Smith Barney Fund Management.































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