<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ___________________

                                    FORM 10-Q

          [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                                       OR

         [  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM______________ TO _____________

                         _______________________________

                         COMMISSION FILE NUMBER 33-58677
                         _______________________________

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          CONNECTICUT                                       06-0904249
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                        Identification No.)

                 ONE CITYPLACE, HARTFORD, CONNECTICUT   06103-3415
               (Address of principal executive offices) (Zip Code)

                                 (860) 308-1000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes    [X]          No  [  ]

Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).

                              Yes  [  ]           No  [X]

As of the date hereof, there were outstanding 30,000 shares of common stock, par
value $100 per share, of the registrant, all of which were owned by The
Travelers Insurance Company, an indirect wholly owned subsidiary of Citigroup
Inc.

                            REDUCED DISCLOSURE FORMAT

The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.

<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Condensed Statements of Income for the six
months ended June 30, 2004 and 2003 (unaudited).........................     3

Condensed Balance Sheets as of June 30, 2004 (unaudited) and
December 31, 2003 ......................................................     4

Condensed Statements of Changes in Shareholder's Equity
for the six months ended June 30, 2004 and 2003 (unaudited).............     5

Condensed Statements of Cash Flows for the
six months ended June 30, 2004 and 2003 (unaudited).....................     6

Notes to Condensed Financial Statements (unaudited).....................     7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...............................................    11

ITEM 4.  CONTROLS AND PROCEDURES........................................    14

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS..............................................    15

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...............................    15

Signatures..............................................................    16

Exhibit 31.01...........................................................    17

Exhibit 31.02...........................................................    18

Exhibit 32.01...........................................................    19
</TABLE>

                                       2
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
                                 ($ in millions)

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED      SIX MONTHS ENDED
                                                   JUNE 30,              JUNE 30,
--------------------------------------------------------------------------------------
                                               2004       2003       2004       2003
                                             --------   --------   --------   --------
<S>                                          <C>        <C>        <C>        <C>
REVENUES

Premiums                                     $     10   $     10   $     20   $     21
Net investment income                             102         83        190        167
Realized investment gains (losses)                  7         (4)        (4)        (7)
Fee income                                         78         57        153        108
Other revenues                                      3          5          9         10
--------------------------------------------------------------------------------------
     Total Revenues                               200        151        368        299
--------------------------------------------------------------------------------------

BENEFITS AND EXPENSES
Current and future insurance benefits              14         21         38         44
Interest credited to contractholders               57         54        114        105
Amortization of deferred acquisition costs         44         33         87         65
General and administrative expenses                10          8         25         15
--------------------------------------------------------------------------------------
      Total Benefits and Expenses                 125        116        264        229
--------------------------------------------------------------------------------------
Income before federal income taxes                 75         35        104         70
Federal income taxes                               26         10         27         16
--------------------------------------------------------------------------------------
      Net Income                             $     49   $     25   $     77   $     54
======================================================================================
</TABLE>

                  See Notes to Condensed Financial Statements.

                                       3
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                            CONDENSED BALANCE SHEETS
                                 ($ in millions)

<TABLE>
<CAPTION>
                                                            JUNE 30, 2004
                                                             (UNAUDITED)    DECEMBER 31, 2003
---------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>
ASSETS
Investments (including $127 and $131 subject to
   securities lending agreements)                           $       6,639   $           6,089
Separate and variable accounts                                     10,639               9,690
Deferred acquisition costs                                          1,426               1,279
Premiums and fees receivable                                           72                  67
Other assets                                                          436                 313
---------------------------------------------------------------------------------------------
     Total Assets                                           $      19,212   $          17,438
---------------------------------------------------------------------------------------------

LIABILITIES
Future policy benefits and claims                           $       1,072   $           1,098
Contractholder funds                                                4,890               4,512
Separate and variable accounts                                     10,639               9,690
Deferred federal income taxes                                         328                 225
Other liabilities                                                     503                 515
---------------------------------------------------------------------------------------------
     Total Liabilities                                             17,432              16,040
---------------------------------------------------------------------------------------------

SHAREHOLDER'S EQUITY
Common stock, par value $100; 100,000 shares authorized,
     30,000 issued and outstanding                                      3                   3
Additional paid-in capital                                            817                 417
Retained earnings                                                     841                 764
Accumulated other changes in equity from nonowner sources             119                 215
---------------------------------------------------------------------------------------------
     Total Shareholder's Equity                                     1,780               1,399
---------------------------------------------------------------------------------------------

     Total Liabilities and Shareholder's Equity             $      19,212   $          17,438
=============================================================================================
</TABLE>

                  See Notes to Condensed Financial Statements.

                                       4
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
             CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (UNAUDITED)
                                 ($ in millions)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED     SIX MONTHS ENDED
                                                               JUNE 30,              JUNE 30,
--------------------------------------------------------------------------------------------------
                                                           2004       2003       2004       2003
--------------------------------------------------------------------------------------------------
<S>                                                      <C>        <C>        <C>        <C>
COMMON STOCK
Balance, beginning of period                             $      3   $      3   $      3   $      3
Changes in common stock                                         -          -          -          -
--------------------------------------------------------------------------------------------------
Balance, end of period                                   $      3   $      3   $      3   $      3
==================================================================================================

ADDITIONAL PAID-IN CAPITAL
--------------------------------------------------------------------------------------------------
Balance, beginning of period                             $    417   $    417   $    417   $    417
Contribution from parent                                      400          -        400          -
--------------------------------------------------------------------------------------------------
Balance, end of period                                   $    817   $    417   $    817   $    417
==================================================================================================

RETAINED EARNINGS
--------------------------------------------------------------------------------------------------
Balance, beginning of period                             $    792   $    674   $    764   $    645
Net income                                                     49         25         77         54
--------------------------------------------------------------------------------------------------
Balance, end of period                                   $    841   $    699   $    841   $    699
==================================================================================================

ACCUMULATED OTHER CHANGES
IN EQUITY FROM NONOWNER SOURCES
--------------------------------------------------------------------------------------------------
Balance, beginning of period                             $    286   $    147   $    215   $     95
Unrealized gains (losses), net of tax                        (165)       126        (94)       177
Derivative instrument hedging activity gains (losses),
   net of tax                                                  (2)         2         (2)         3
--------------------------------------------------------------------------------------------------
Balance, end of period                                   $    119   $    275   $    119   $    275
==================================================================================================

SUMMARY OF CHANGES IN EQUITY
FROM NONOWNER SOURCES
--------------------------------------------------------------------------------------------------
Net income                                               $     49   $     25   $     77   $     54
Other changes in equity from nonowner sources                (167)       128        (96)       180
--------------------------------------------------------------------------------------------------
Total changes in equity from nonowner sources            $   (118)  $    153   $    (19)  $    234
==================================================================================================

TOTAL SHAREHOLDER'S EQUITY
Balance, beginning of period                             $  1,498   $  1,241   $  1,399   $  1,160
Changes in nonowner sources                                  (118)       153        (19)       234
Changes in additional paid-in capital                         400          -        400          -
--------------------------------------------------------------------------------------------------
Balance, end of period                                   $  1,780   $  1,394   $  1,780   $  1,394
==================================================================================================
</TABLE>

                  See Notes to Condensed Financial Statements.

                                       5
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                       CONDENSED STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH
                                   (UNAUDITED)
                                 ($ in millions)

<TABLE>
<CAPTION>
                                                             SIX MONTHS ENDED
                                                                 JUNE 30,
                                                              2004       2003
-------------------------------------------------------------------------------
<S>                                                         <C>        <C>
NET CASH USED IN OPERATING ACTIVITIES                       $    (71)  $    (60)
-------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities of investments
         Fixed maturities                                        281        237
         Equity Securities                                         3          -
         Mortgage loans                                           42          4
     Proceeds from sales of investments
         Fixed maturities                                        476        566
         Equity securities                                         3          6
         Mortgage loans                                            6          -
         Real Estate                                               2          1
     Purchases of investments
         Fixed maturities                                     (1,039)    (1,185)
         Equity securities                                        (4)        (3)
         Mortgage loans                                          (59)       (24)
     Policy loans, net                                            (3)        (2)
     Short-term securities sales (purchases), net               (391)        14
     Other investment purchases, net                             (15)       (34)
     Securities transactions in course of settlement, net         (8)       147
-------------------------------------------------------------------------------
     Net cash used in investing activities                      (706)      (273)
-------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Contractholder fund deposits                                493        447
     Contractholder fund withdrawals                            (115)      (128)
     Contribution from parent company                            400          -
-------------------------------------------------------------------------------
     Net cash provided by financing activities                   778        319
-------------------------------------------------------------------------------

Net increase (decrease) in cash                                    1        (14)

Cash at beginning of period                                        1         15
-------------------------------------------------------------------------------
Cash at end of period                                       $      2   $      1
-------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Income taxes (paid) received                           $    168   $    (92)
===============================================================================
</TABLE>

                  See Notes to Condensed Financial Statements.

                                       6
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.    BASIS OF PRESENTATION

      The Travelers Life and Annuity Company (the Company) is a wholly owned
      subsidiary of The Travelers Insurance Company (TIC), a wholly owned
      subsidiary of Citigroup Insurance Holding Corporation, an indirect wholly
      owned subsidiary of Citigroup Inc. (Citigroup). Citigroup is a diversified
      global financial services holding company whose businesses provide a broad
      range of financial services to consumer and corporate customers around the
      world. The condensed financial statements and accompanying condensed
      footnotes of the Company are prepared in conformity with accounting
      principles generally accepted in the United States of America (GAAP) and
      are unaudited. The preparation of financial statements in conformity with
      GAAP requires management to make estimates and assumptions that affect the
      reported amounts of assets and liabilities, the disclosure of contingent
      assets and liabilities at the date of the financial statements and the
      reported amounts of revenues and benefits and expenses during the
      reporting period. Actual results could differ from those estimates.

      In the opinion of management, the interim financial statements reflect all
      adjustments necessary for a fair presentation of results for the periods
      reported. The accompanying condensed financial statements should be read
      in conjunction with the financial statements and related notes included in
      the Company's Annual Report on Form 10-K for the year ended December 31,
      2003. The condensed balance sheet as of December 31, 2003 was derived from
      the audited balance sheet included in the Form 10-K. Certain financial
      information that is normally included in annual financial statements
      prepared in accordance with GAAP, but is not required for interim
      reporting purposes, has been condensed or omitted. Certain prior year
      amounts have been reclassified to conform to the 2004 presentation.

2.    ACCOUNTING STANDARDS

      ACCOUNTING CHANGES

      ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN
      NONTRADITIONAL LONG-DURATION CONTRACTS AND FOR SEPARATE ACCOUNTS

      On January 1, 2004, the Company adopted the Accounting Standards Executive
      Committee of the American Institute of Certified Public Accountants
      Statement of Position 03-1, "Accounting and Reporting by Insurance
      Enterprises for Certain Nontraditional Long-Duration Contracts and for
      Separate Accounts" (SOP 03-1). The main components of SOP 03-1 provide
      guidance on accounting and reporting by insurance enterprises for separate
      account presentation, accounting for an insurer's interest in a separate
      account, transfers to a separate account, valuation of certain
      liabilities, contracts with death or other benefit features, contracts
      that provide annuitization benefits, and sales inducements to contract
      holders.

      The following summarizes the more significant aspects of the Company's
      adoption of SOP 03-1:

      Variable Annuity Contracts with Guaranteed Minimum Death Benefit Features.
      For variable annuity contracts with guaranteed minimum death benefit
      features (GMDB), SOP 03-1 requires the reporting entity to categorize the
      contract as either an insurance or investment contract based upon the
      significance of mortality or morbidity risk. SOP 03-1 provides explicit
      guidance for calculating a reserve for insurance contracts, and provides
      that the reporting entity does not hold reserves for investment contracts
      (i.e. there is no significant mortality risk).

      The Company determined that the mortality risk on its GMDB features was
      not a significant component of the total variable annuity product, and
      accordingly continued to classify these products as investment contracts.

                                       7
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)

      Reserving for Universal Life and Variable Universal Life Contracts. SOP
      03-1 requires that a reserve, in addition to the account balance, be
      established for certain insurance benefit features provided under
      universal life (UL) and variable universal life (VUL) products if the
      amounts assessed against the contract holder each period for the insurance
      benefit feature are assessed in a manner that is expected to result in
      profits in earlier years and losses in subsequent years from the insurance
      benefit function.

      The Company's UL and VUL products were reviewed to determine if an
      additional reserve is required under SOP 03-1. The Company determined that
      SOP 03-1 applied to some of its UL and VUL contracts with these features
      and established an additional reserve of less than $1 million.

      Sales Inducements to Contract Holders. SOP 03-1 provides that,
      prospectively, sales inducements provided to contract holders meeting
      certain criteria are capitalized and amortized over the expected life of
      the contract as a component of benefit expense. During the first six
      months of 2004, the Company capitalized sales inducements of approximately
      $13.1 million in accordance with SOP 03-1. These inducements relate to
      bonuses on certain products offered by the Company. For the three and six
      months ended June 30, 2004, amortization of these capitalized amounts was
      immaterial.

      CONSOLIDATION OF VARIABLE INTEREST ENTITIES

      On January 1, 2004, the Company adopted the Financial Accounting Standards
      Board (FASB) Interpretation No. 46, "Consolidation of Variable Interest
      Entities (revised December 2003)" (FIN 46-R), which includes substantial
      changes from the original FIN 46. Included in these changes, the
      calculation of expected losses and expected residual returns has been
      altered to reduce the impact of decision maker and guarantor fees in the
      calculation of expected residual returns and expected losses. In addition,
      the definition of a variable interest has been changed in the revised
      guidance. The Company has evaluated the impact of applying FIN 46-R to
      existing variable interest entities in which it has variable interests.
      The effect of adopting FIN 46-R on the Company's balance sheet is
      immaterial.

      FIN 46 and FIN 46-R change the method of determining whether certain
      entities, including securitization entities, should be included in the
      Company's condensed financial statements. An entity is subject to FIN 46
      and FIN 46-R and is called a VIE if it has (1) equity that is insufficient
      to permit the entity to finance its activities without additional
      subordinated financial support from other parties, or (2) equity investors
      that cannot make significant decisions about the entity's operations or
      that do not absorb the expected losses or receive the expected returns of
      the entity. All other entities are evaluated for consolidation under
      Statement of Financial Accounting Standards (SFAS) No. 94, "Consolidation
      of All Majority-Owned Subsidiaries" (SFAS 94). A VIE is consolidated by
      its primary beneficiary, which is the party involved with the VIE that has
      a majority of the expected losses or a majority of the expected residual
      returns or both.

      For any VIEs that must be consolidated under FIN 46 that were created
      before February 1, 2003, the assets, liabilities, and noncontrolling
      interests of the VIE are initially measured at their carrying amounts with
      any difference between the net amount added to the balance sheet and any
      previously recognized interest being recognized as the cumulative effect
      of an accounting change. If determining the carrying amounts is not
      practicable, fair value at the date FIN 46 first applies may be used to
      measure the assets, liabilities, and noncontrolling interests of the VIE.
      In October 2003, FASB announced that the effective date of FIN 46 was
      deferred from July 1, 2003 to periods ending after December 15, 2003 for
      VIEs created prior to February 1, 2003. The Company elected to implement
      the provisions of FIN 46 in the 2003 third quarter. The implementation of
      FIN 46 encompassed a review of numerous entities to determine the impact
      of adoption

                                       8
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)

      and considerable judgment was used in evaluating whether or not a VIE
      should be consolidated. Based upon the implementation guidance, the
      Company is not considered a primary beneficiary of any VIEs, thus no
      consolidations were required due to the implementation of FIN 46 on July
      1, 2003. The Company does, however, hold a significant interest in other
      VIEs, none of which were material to the Company's financial statements.

      STOCK-BASED COMPENSATION

      On January 1, 2003, the Company adopted the fair value recognition
      provisions of SFAS No. 123, "Accounting for Stock-Based Compensation"
      (SFAS 123), prospectively for all awards granted, modified, or settled
      after December 31, 2002. The prospective method is one of the adoption
      methods provided for under SFAS No. 148, "Accounting for Stock-Based
      Compensation-Transition and Disclosure," issued in December 2002. SFAS 123
      requires that compensation cost for all stock awards be calculated and
      recognized over the service period (generally equal to the vesting
      period). This compensation cost is determined using option pricing models,
      intended to estimate the fair value of the awards at the grant date.
      Similar to Accounting Principles Board Opinion No. 25, "Accounting for
      Stock Issued to Employees," the alternative method of accounting, an
      offsetting increase to shareholder's equity under SFAS 123 is recorded
      equal to the amount of compensation expense charged. During the 2004 first
      quarter, the Company changed its valuation from the Black-Scholes model to
      the Binomial Method. The impact of this change was insignificant.
      Compensation expense and proforma compensation expense had the Company
      applied SFAS 123 prior to 2003 was insignificant for the quarter and six
      months ended June 30, 2004 and 2003.

      FUTURE APPLICATION OF ACCOUNTING STANDARDS

      OTHER-THAN-TEMPORARY IMPAIRMENTS OF CERTAIN INVESTMENTS

      On March 31, 2004, the FASB ratified EITF Issue No. 03-1, "The Meaning of
      Other-Than-Temporary Impairment and Its Application to Certain
      Investments, "(EITF 03-1), which provides guidance on recognizing
      other-than temporary impairments on certain investments. The Issue is
      effective for other-than-temporary impairment evaluations for investments
      accounted for under SFAS No. 115, "Accounting for Certain Investments in
      Debt and Equity Securities," as well as non-marketable equity securities
      accounted for under the cost method for reporting periods beginning after
      June 15, 2004. The Company is evaluating the impact of adopting EITF 03-1
      and has not yet completed this analysis.

3.    SHAREHOLDER'S EQUITY

      Statutory capital and surplus of the Company was $494 million at December
      31, 2003. The Company is currently subject to various regulatory
      restrictions that limit the maximum amount of dividends available to be
      paid to its parent without prior approval of insurance regulatory
      authorities. The Company may not pay dividends during 2004 without prior
      approval of the State of Connecticut Insurance Department.

      In June 2004, TIC contributed $400 million as additional paid-in capital
      to the Company.

                                       9
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)

4.    COMMITMENTS AND CONTINGENCIES

      In August 1999, an amended putative class action complaint captioned Lisa
      Macomber, et al. vs. Travelers Property Casualty Corporation, et al. was
      filed in New Britain, Connecticut Superior Court against the Company, its
      parent corporation, certain of the Company's affiliates (collectively
      TLA), and the Company's former affiliate, Travelers Property Casualty
      Corporation. The amended complaint alleges Travelers Property Casualty
      Corporation purchased structured settlement annuities from the Company and
      spent less on the purchase of those structured settlement annuities than
      agreed with claimants; and that commissions paid to brokers of structured
      settlement annuities, including an affiliate of the Company, were paid, in
      part, to Travelers Property Casualty Corporation. The amended complaint
      was dismissed and following an appeal by plaintiff in September 2002 the
      Connecticut Supreme Court reversed the dismissal of several of the
      plaintiff's claims. On May 26, 2004, the Connecticut Superior Court
      certified a nation wide class action involving the following claims
      against TLA: violation of the Connecticut Unfair Trade Practice Statute,
      unjust enrichment and civil conspiracy. On June 15, 2004, the Defendants,
      including TLA, appealed the Connecticut Superior Court's May 26, 2004
      class certification order.

      The Company is continuing to assess its potential exposure in connection
      with this matter, but does not currently believe that its ultimate
      resolution is likely to have a material adverse effect on the Company's
      financial condition.

      In the ordinary course of business, the Company is a defendant or
      co-defendant in various other litigation matters incidental to and typical
      of the businesses in which it is engaged. In the opinion of the Company's
      management, the ultimate resolution of these legal proceedings would not
      be likely to have a material adverse effect on the Company's results of
      operations, financial condition or liquidity.

                                       10
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's narrative analysis of the results of operations is presented in
lieu of Management's Discussion and Analysis (MDA) of Financial Condition and
Results of Operations, pursuant to General Instruction H(2)(a) of Form 10-Q.
This MDA should be read in conjunction with the MDA included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003.

The Company's Annual Report on Form 10-K, its quarterly reports on Form 10-Q and
any current reports on Form 8-K, and all amendments to these reports are
available on the Travelers Life & Annuity website at
http://www.travelerslife.com by selecting the "Financial Information" page and
selecting "SEC Filings".

RESULTS OF OPERATIONS ($ in millions)

<TABLE>
<CAPTION>
                                 THREE MONTHS ENDED     SIX MONTHS ENDED
                                      JUNE 30,              JUNE 30,
                                   2004       2003       2004       2003
                                 --------   --------   --------   --------
<S>                              <C>        <C>        <C>        <C>
Revenues                         $    200   $    151   $    368   $    299

Benefits and interest credited         71         75        152        149

Operating expenses                     54         41        112         80
                                 --------   --------   --------   --------

Income before taxes                    75         35        104         70

Income taxes                           26         10         27         16
                                 --------   --------   --------   --------

Net income                       $     49   $     25   $     77   $     54
                                 ========   ========   ========   ========
</TABLE>

The Travelers Life and Annuity Company (the Company) is a wholly owned
subsidiary of The Travelers Insurance Company (TIC), a wholly owned subsidiary
of Citigroup Insurance Holdings Corporation, an indirect wholly owned subsidiary
of Citigroup Inc. (Citigroup). TIC has a license from The St. Paul Travelers
Companies, Inc. to permit it and the Company to use the names "Travelers Life &
Annuity," "The Travelers Insurance Company," "The Travelers Life and Annuity
Company" and related names in connection with their businesses. The Company
offers fixed and variable retail annuities and individual life insurance to
individuals and small businesses.

Net income for the second quarter of 2004 was $49 million, versus $25 million in
the prior year second quarter. The increase in net income was driven by higher
business volumes, higher retained investment margins, a one time investment
transaction resulting in additional mortgage loan interest income of $3 million
after-tax, a one time structured settlement benefit reserve release of $6
million after-tax and increased after-tax realized investment portfolio gains.
Partially offsetting these increases were increased operating expenses related
to $7 million of after-tax amortization of deferred acquisition costs (DAC)
resulting from business volume growth.

Net income was $77 million and $54 million for the six months ended June 30,
2004 and 2003, respectively. This 43% increase resulted from higher fee and net
investment income (NII) from continued growth in business volumes as well as the
one time structured settlement benefit reserve release. Offsetting increased
revenues was a $14 million after-tax increase in DAC amortization and an
increase in other operating expenses resulting from business volume growth.

The revenue increase for the second quarter 2004 over the prior year period was
primarily driven by a 42% increase in fee income. Fee income in the retail
annuity and individual life product lines together increased $21 million due to
higher business volumes, particularly in the individual life line. NII increased
23% in the second quarter of 2004 versus the same period in 2003, primarily as
the result of a larger invested asset base

                                       11
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

created through continued growth in business volumes, a one time investment
transaction which resulted in $5 million of additional mortgage loan interest
and growth in the income of private equity investments. Net realized investment
gains on derivatives related to the Company's guaranteed minimum withdrawal
benefit feature increased, also contributing to the quarterly increase in
revenues.

Revenues for the six months ended June 30, 2004 and June 30, 2003 were $368
million and $299 million, respectively. Fee income increased $45 million, or
42%, due to continued business volume growth in both the retail annuity and
individual life product lines. NII increased $23 million, or 14%, primarily
related to a larger invested asset base also created through the continued
growth in business volumes, the one time investment transaction in the second
quarter of 2004 discussed above and increases in income from private equities.

Interest credited increased slightly for both the quarter and six-month periods
over prior year, mainly due to increased universal life (UL) production, offset
by decreases in structured settlements, which are no longer written by the
Company. Insurance benefits decreased on both a quarterly and six-month basis as
the second quarter of 2004 had a one time pre-tax benefit reserve release of $9
million in structured settlement annuities.

Operating expenses increased from $41 million to $54 million for the three-month
period ended June 30, 2004 over June 30, 2003. This increase was primarily
related to the amortization of DAC which was $44 million in 2004 versus $33
million in 2003. Operating expenses were up 40% to $112 million for the
six-month period of 2004 from $80 million for the same period of 2003, primarily
as DAC amortization related to business volume growth increased $22 million, or
34%.

The majority of the annuity business and a substantial portion of the life
business written by the Company are accounted for as investment contracts, with
the result that deposits collected are reported as liabilities and are not
included in revenues. Deposits represent an operating statistic used for
measuring business volumes, which management of the Company uses to manage the
life insurance and annuities operations, and may not be comparable to similarly
captioned measurements used by other life insurance companies. The following
table shows net written premiums and deposits by product line for the quarterly
and six-month periods ended June 30, 2004 and 2003.

PREMIUMS AND DEPOSITS ($ in millions)

<TABLE>
<CAPTION>
                            THREE MONTHS ENDED     SIX MONTHS ENDED
                                 JUNE 30,              JUNE 30,
                              2004       2003       2004       2003
                            --------   --------   --------   --------
<S>                         <C>        <C>        <C>        <C>
Premiums
Individual Life             $      8   $      9   $     17   $     19
Other Annuity                      2          1          3          2
                            --------   --------   --------   --------
    Total Premiums          $     10   $     10   $     20   $     21
                            --------   --------   --------   --------
Deposits
Retail Annuity - Fixed      $    105   $    179   $    231   $    318
Retail Annuity - Variable        433        340        979        584
                            --------   --------   --------   --------
    Total Retail Annuity         538        519      1,210        902
Individual Life                  215        124        447        211
Other Annuity                      1          1          3          2
                            --------   --------   --------   --------
    Total Deposits          $    754   $    644   $  1,660   $  1,115
                            --------   --------   --------   --------
</TABLE>

Retail annuity deposits collected for the quarter and six months ended June 30,
2004 were up from the comparable prior year periods primarily as a result of a
27% and 68% increase in variable annuity sales, respectively. This annuity sales
increase was due mainly to improved equity market conditions in 2004 and
increased sales of annuities with a guaranteed minimum withdrawal benefit
feature. These increases were partially offset by decreased fixed annuity sales
in the modified guaranteed annuity product. Retail annuity

                                       12
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

account balances and benefit reserves were $14 billion and $11 billion at June
30, 2004 and 2003, respectively. This increase is reflective of $1.3 billion
market appreciation and $1.7 billion of net sales of variable annuity
investments subsequent to June 30, 2003.

Deposits for the life insurance business increased 73% and 112% for the three
and six months ended June 30, 2004 versus 2003, respectively. This increase was
the result of the continued momentum of universal life production, including
significant single premium sales in the second quarter of 2004. Life insurance
in force was $49 billion at June 30, 2004, up from $39 billion at June 30, 2003.

OUTLOOK

The Company's business is significantly affected by movements in the U.S. equity
and fixed income credit markets. U.S. equity and credit market events can have
both positive and negative effects on the deposit, revenue and policy retention
performance of the business. A sustained weakness in the equity markets will
decrease revenues and earnings in variable products. Declines in credit quality
of issuers will have a negative effect on earnings. This statement is a
forward-looking statement within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on this page.

INSURANCE REGULATIONS

Risk-based capital requirements are used as minimum capital requirements by the
National Association of Insurance Commissioners (NAIC) and the states to
identify companies that merit further regulatory action. At December 31, 2003,
the Company had total adjusted capital in excess of amounts requiring any
regulatory action as defined by the NAIC.

The Company is currently subject to various regulatory restrictions that limit
the maximum amount of dividends available to be paid to its parent without prior
approval of insurance regulatory authorities in the state of domicile. The
Company may not pay dividends during 2004 without prior approval of the State of
Connecticut Insurance Department. The Company did not pay any dividends to its
parent during the six months ended June 30, 2004.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

See Note 2 of Notes to Condensed Financial Statements for a discussion of
recently issued accounting pronouncements.

FORWARD-LOOKING STATEMENTS

Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. The Company's actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by the words "believe," "expect," "anticipate," "intend,"
"estimate," "may increase," "predict," and similar expressions or future or
conditional verbs such as "will," "should," "would," and "could." These
forward-looking statements involve risks and uncertainties including, but not
limited to, regulatory matters, the resolution of legal proceedings and the
potential impact of a decline in credit quality of investments on earnings.

                                       13
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

ITEM 4.  CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended ("Exchange Act")) as of the end of the period covered by this report.
Based on such evaluation, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such period, the
Company's disclosure controls and procedures are effective in recording,
processing, summarizing and reporting, on a timely basis, information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act.

INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

                                       14
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      In August 1999, an amended putative class action complaint captioned Lisa
      Macomber, et al. vs. Travelers Property Casualty Corporation, et al. was
      filed in New Britain, Connecticut Superior Court against the Company, its
      parent corporation, certain of the Company's affiliates (collectively
      TLA), and the Company's former affiliate, Travelers Property Casualty
      Corporation. The amended complaint alleges Travelers Property Casualty
      Corporation purchased structured settlement annuities from the Company and
      spent less on the purchase of those structured settlement annuities than
      agreed with claimants; and that commissions paid to brokers of structured
      settlement annuities, including an affiliate of the Company, were paid, in
      part, to Travelers Property Casualty Corporation. The amended complaint
      was dismissed and following an appeal by plaintiff in September 2002 the
      Connecticut Supreme Court reversed the dismissal of several of the
      plaintiff's claims. On May 26, 2004, the Connecticut Superior Court
      certified a nation wide class action involving the following claims
      against TLA: violation of the Connecticut Unfair Trade Practice Statute,
      unjust enrichment and civil conspiracy. On June 15, 2004, the Defendants,
      including TLA, appealed the Connecticut Superior Court's May 26, 2004
      class certification order.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION
-----------     -----------
<S>             <C>
    3.01        Charter of The Travelers Life and Annuity Company (the
                "Company"), as amended on April 10, 1990, incorporated
                herein by reference to Exhibit 6(a) to the Registration
                Statement on Form N-4, File No. 33-58131, filed on March
                17, 1995.

    3.02        By-laws of the Company, as amended on October 20, 1994,
                incorporated herein by reference to Exhibit 6(b) to the
                Registration Statement on Form N-4, File No. 33-58131,
                filed on March 17, 1995.

  31.01+        Certification of chief financial officer pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002.

  31.02+        Certification of chief executive officer pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002.

  32.01+        Certification pursuant to 18 U.S.C. Section 1350 as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

(b)  REPORTS ON FORM 8-K.

None.

--------------------
+Filed herewith

                                       15
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                             THE TRAVELERS LIFE AND ANNUITY COMPANY
                                                   (Registrant)

Date August 13, 2004         /s/ Glenn D. Lammey
                             ---------------------------------------------------

                             Glenn D. Lammey
                             Senior Executive Vice President,
                             Chief Financial Officer & Chief Accounting Officer
                             (Principal Financial Officer & Principal Accounting
                             Officer)

                                       16