<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 MARCH 31, 2005

                                       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>
PART I - FINANCIAL INFORMATION                                      Page
                                                                    ----
<S>                                                                 <C>
ITEM 1.  FINANCIAL STATEMENTS

Condensed Statements of Income for the three
months ended March 31, 2005 and 2004 (unaudited).................    3

Condensed Balance Sheets as of March 31, 2005 (unaudited) and
December 31, 2004................................................    4

Condensed Statements of Changes in Shareholder's Equity
for the three months ended March 31, 2005 and 2004 (unaudited)...    5

Condensed Statements of Cash Flows for the
three months ended March 31, 2005 and 2004 (unaudited)...........    6

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................   14

ITEM 4.  CONTROLS AND PROCEDURES.................................   17

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS................................................   18

Signatures.......................................................   19

Exhibit 31.01....................................................   20

Exhibit 31.02....................................................   21

Exhibit 32.01....................................................   22
</TABLE>

                                        2
<PAGE>

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

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED
                                                 MARCH 31,
                                            ------------------
                                              2005      2004
                                            -------   --------
<S>                                         <C>       <C>
REVENUES
Premiums                                     $  10     $  10
Net investment income                          105        88
Net realized investment gains (losses)           2       (11)
Fee income                                     107        75
Other revenues                                   4         6
                                             -----     -----
     Total Revenues                            228       168
                                             -----     -----
BENEFITS AND EXPENSES
Current and future insurance benefits           24        24
Interest credited to contractholders            62        57
Amortization of deferred acquisition costs      61        43
General and administrative expenses             17        15
                                             -----     -----
      Total Benefits and Expenses              164       139
                                             -----     -----
Income before federal income taxes              64        29
Federal income taxes                            20         1
                                             -----     -----
      Net Income                             $  44     $  28
                                             =====     =====
</TABLE>

                  See Notes to Condensed Financial Statements.

                                        3
<PAGE>

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

<TABLE>
<CAPTION>
                                                            MARCH 31, 2005
                                                              (UNAUDITED)    DECEMBER 31, 2004
                                                            --------------   -----------------
<S>                                                         <C>              <C>
ASSETS

Investments (including $187 and $133 subject to
   securities lending agreements)                                $ 7,326         $ 7,329
Separate and variable accounts                                    11,419          11,631
Deferred acquisition costs                                         1,574           1,522
Premiums and fees receivable                                          73              75
Other assets                                                         218             268
                                                                 -------         -------
     Total Assets                                                $20,611         $20,825
                                                                 -------         -------
LIABILITIES

Future policy benefits and claims                                $ 1,075         $ 1,079
Contractholder funds                                               5,332           5,227
Separate and variable accounts                                    11,419          11,631
Deferred federal income taxes                                        146             180
Other liabilities                                                    727             747
                                                                 -------         -------
     Total Liabilities                                            18,699          18,864
                                                                 -------         -------
SHAREHOLDER'S EQUITY

Common stock, par value $100; 100,000 shares authorized,
     30,000 issued and outstanding                                     3               3
Additional paid-in capital                                           817             817
Retained earnings                                                    966             922
Accumulated other changes in equity from nonowner sources            126             219
                                                                 -------         -------
     Total Shareholder's Equity                                    1,912           1,961
                                                                 -------         -------

     Total Liabilities and Shareholder's Equity                  $20,611         $20,825
                                                                 =======         =======
</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
                                                                  MARCH 31,
                                                            -------------------
                                                              2005        2004
                                                            --------    -------
<S>                                                         <C>         <C>
COMMON STOCK
Balance, beginning of period                                $     3     $     3
Changes in common stock                                           -           -
                                                            -------     -------
Balance, end of period                                      $     3     $     3
                                                            =======     =======
ADDITIONAL PAID-IN CAPITAL

Balance, beginning of period                                $   817     $   417
Changes in additional paid-in capital                             -           -
                                                            -------     -------
Balance, end of period                                      $   817     $   417
                                                            =======     =======
RETAINED EARNINGS

Balance, beginning of period                                $   922     $   764
Net income                                                       44          28
                                                            -------     -------
Balance, end of period                                      $   966     $   792
                                                            =======     =======
ACCUMULATED OTHER CHANGES
IN EQUITY FROM NONOWNER SOURCES

Balance, beginning of period                                $   219     $   215
Unrealized gains (losses), net of tax                           (92)         71
Derivative instrument hedging activity losses, net of tax        (1)          -
                                                            -------     -------
Balance, end of period                                      $   126     $   286
                                                            =======     =======
SUMMARY OF CHANGES IN EQUITY
FROM NONOWNER SOURCES

Net income                                                  $    44     $    28
Other changes in equity from nonowner sources                   (93)         71
                                                            -------     -------
Total changes in equity from nonowner sources               $   (49)    $    99
                                                            =======     =======
TOTAL SHAREHOLDER'S EQUITY

Balance, beginning of period                                $ 1,961     $ 1,399
Changes in nonowner sources                                     (49)         99
                                                            -------     -------
Balance, end of period                                      $ 1,912     $ 1,498
                                                            =======     =======
</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>
                                                            THREE MONTHS ENDED
                                                                  MARCH 31,
                                                              2005      2004
                                                            --------  --------
<S>                                                         <C>       <C>
NET CASH USED IN OPERATING ACTIVITIES                        $ (13)    $ (61)
                                                             -----     -----
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities of investments
         Fixed maturities                                      138       119
         Equity Securities                                       -         3
         Mortgage loans                                          5         3
     Proceeds from sales of investments
         Fixed maturities                                      109       107
         Equity securities                                       2         3
         Real Estate                                             -         2

     Purchases of investments
         Fixed maturities                                     (309)     (364)
         Equity securities                                      (1)       (3)
         Mortgage loans                                        (22)      (15)
     Policy loans, net                                          (1)       (1)
     Short-term securities purchases, net                      (43)     (136)
     Other investment (purchases) sales, net                   (18)       12
     Securities transactions in course of settlement, net       48       137
                                                             -----     -----
     Net cash used in investing activities                     (91)     (133)
                                                             -----     -----

CASH FLOWS FROM FINANCING ACTIVITIES
     Contractholder fund deposits                              269       253
     Contractholder fund withdrawals and maturities           (164)      (52)
                                                             -----     -----
     Net cash provided by financing activities                 105       201
                                                             -----     -----

Net increase in cash                                             1         7

Cash at beginning of period                                      1         1
                                                             -----     -----
Cash at end of period                                        $   2     $   8
                                                             -----     -----

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Income taxes paid                                       $(268)    $ (13)
                                                             =====     =====
</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 (CIHC), 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 U.S. generally accepted accounting principles (GAAP) and are
      unaudited.

      On January 31, 2005, Citigroup announced its intention to sell its Life
      Insurance and Annuities business, which includes TIC, the Company and
      certain other businesses, to MetLife, Inc. (MetLife).

      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,
      2004. The condensed balance sheet as of December 31, 2004 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 2005 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

                                        7
<PAGE>

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

      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.

      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. The Company
      evaluates new issues of variable products to determine that mortality risk
      on GMDB features is insignificant.

      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. The Company capitalized
      sales inducements of $6 million and $5 million in the first quarter of
      2005 and 2004, respectively, in accordance with SOP 03-1. These
      inducements relate to bonuses on certain products offered by the Company.
      For the three months ended March 31, 2005 and 2004, amortization of these
      capitalized amounts was insignificant.

      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. FIN 46 and FIN 46-R change the method of determining whether
      certain entities should be included in the Company's financial statements.
      The effect of adopting FIN 46-R on the Company's balance sheet was
      immaterial.

      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

                                        8
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)
      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, the 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 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.

      FUTURE APPLICATION OF ACCOUNTING STANDARDS

      OTHER-THAN-TEMPORARY IMPAIRMENTS OF CERTAIN INVESTMENTS

      On September 30, 2004, the FASB voted unanimously to delay the effective
      date of Emerging Issues Task Force (EITF) No. 03-1, "The Meaning of
      Other-Than-Temporary Impairment and its Application to Certain
      Investments" (EITF 03-1). The delay applies to both debt and equity
      securities and specifically applies to impairments caused by interest rate
      and sector spreads. In addition, the provisions of EITF 03-1 that have
      been delayed relate to the requirements that a company declare its intent
      to hold the security to recovery and designate a recovery period in order
      to avoid recognizing an other-than-temporary impairment charge through
      earnings.

      The FASB will be issuing proposed implementation guidance related to this
      topic. Once issued, the Company will evaluate the impact of adopting EITF
      03-1. The disclosures required by EITF 03-1 are included in Note 3.

      STOCK-BASED COMPENSATION

      In December 2004, the FASB issued SFAS No. 123 (Revised 2004),
      "Share-Based Payment" (SFAS 123-R), which replaces the existing SFAS 123
      and supersedes APB 25. SFAS 123-R requires companies to measure and record
      compensation expense for stock options and other share-based payment based
      on the instruments' fair value. SFAS 123-R is effective for interim and
      annual reporting periods beginning after June 15, 2005. The Company will
      adopt SFAS 123-R on January 1, 2006 by using a modified prospective
      approach. For unvested stock-based awards granted before January 1, 2003
      (APB 25 awards), the Company will expense the fair value of the awards as
      at the grant date over the remaining vesting period. The impact of
      recognizing compensation expense for the unvested APB 25 awards is
      expected to be immaterial. The Company continues to evaluate other
      aspects of adotping SFAS 123-R.

                                        9
<PAGE>

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

3.    INVESTMENTS

      FIXED MATURITIES

      The amortized cost and fair value of investments in fixed maturities were
as follows:

<TABLE>
<CAPTION>
                                                                                        GROSS       GROSS
                           MARCH 31, 2005                                             UNREALIZED  UNREALIZED
                           ($ in millions)                            AMORTIZED COST    GAINS       LOSSES    FAIR VALUE
-------------------------------------------------------------------   --------------  ----------  ----------  ----------
<S>                                                                   <C>             <C>         <C>         <C>
AVAILABLE FOR SALE:
   Mortgage-backed securities - CMOs and pass-through securities          $  965         $   14      $    6      $  973
   U.S. Treasury securities and obligations of U.S. Government
   and government agencies and authorities                                   122              8           -         130
   Obligations of states, municipalities and political subdivisions           58              9           -          67
   Debt securities issued by foreign governments                              59              4           -          63
   All other corporate bonds                                               3,682            152          25       3,809
   Other debt securities                                                   1,103             48           7       1,144
   Redeemable preferred stock                                                  3              2           -           5
                                                                          ------         ------      ------      ------
       Total Available For Sale                                           $5,992         $  237      $   38      $6,191
                                                                          ------         ------      ------      ------
</TABLE>

<TABLE>
<CAPTION>
                                                                                        GROSS       GROSS
                          DECEMBER 31, 2004                                           UNREALIZED  UNREALIZED
                          ($ in millions)                             AMORTIZED COST    GAINS       LOSSES    FAIR VALUE
-------------------------------------------------------------------   --------------  ----------  ----------  ----------
<S>                                                                   <C>             <C>         <C>         <C>
AVAILABLE FOR SALE:
   Mortgage-backed securities - CMOs and pass-through securities         $  906         $   24      $    1      $  929
   U.S. Treasury securities and obligations of U.S. Government
   and government agencies and authorities                                  154              9           -         163
   Obligations of states, municipalities and political subdivisions          57              8           -          65
   Debt securities issued by foreign governments                             63              6           -          69
   All other corporate bonds                                              3,565            219           4       3,780
   Other debt securities                                                  1,180             71           2       1,249
   Redeemable preferred stock                                                 4              2           -           6
                                                                         ------         ------      ------      ------
      Total Available For Sale                                           $5,929         $  339      $    7      $6,261
                                                                         ------         ------      ------      ------
</TABLE>

                                       10
<PAGE>

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

AGING OF GROSS UNREALIZED LOSSES ON AVAILABLE FOR SALE

The aging of gross unrealized losses on fixed maturity investments is as
follows:

<TABLE>
<CAPTION>
                                                                         TOTAL FIXED MATURITIES
                                                                          WITH UNREALIZED LOSS
                                                TOTAL FIXED MATURITIES    TOTALING 20% OR MORE
                                                ----------------------   ----------------------
                MARCH 31, 2005                  AMORTIZED   UNREALIZED   AMORTIZED  UNREALIZED
                ($ in millions)                   COST         LOSS        COST        LOSS
----------------------------------------------  ---------   ----------   ---------  -----------
<S>                                             <C>         <C>          <C>        <C>
Six months or less                                $1,756       $   30     $    2       $    1
Greater than six months to nine months                52            2          -            -
Greater than nine months to twelve months            111            3          -            -
Greater than twelve months                            60            3          -            -
                                                  ------       ------     ------       ------
    Total                                         $1,979       $   38     $    2       $    1
                                                  ======       ======     ======       ======
</TABLE>

<TABLE>
<CAPTION>
                                                                         TOTAL FIXED MATURITIES
                                                                          WITH UNREALIZED LOSS
                                                TOTAL FIXED MATURITIES    TOTALING 20% OR MORE
                                                ----------------------   ----------------------
                DECEMBER 31, 2004               AMORTIZED   UNREALIZED   AMORTIZED  UNREALIZED
                ($ in millions)                   COST         LOSS        COST        LOSS
----------------------------------------------  ---------   ----------   ---------  -----------
<S>                                             <C>         <C>          <C>        <C>
Six months or less                               $   505     $     3     $     -     $     -
Greater than six months to nine months               134           2           -           -
Greater than nine months to twelve months             26           1           -           -
Greater than twelve months                            40           1           -           -
                                                 -------     -------     -------     -------
    Total                                        $   705     $     7     $     -     $     -
                                                 =======     =======     =======     =======
</TABLE>

NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
                                                                        FOR THE THREE MONTHS
                                                                           ENDED MARCH 31,
                                                                        --------------------
           ($ in millions)                                                2005       2004
-------------------------------------                                   --------   ---------
<S>                                                                     <C>        <C>
NET REALIZED CAPITAL GAINS (LOSSES)
     BY ASSET CLASS:
     Fixed maturities                                                     $ (2)      $  -
     Equities                                                                1          -
     Derivatives:
        Guaranteed minimum withdrawal
          benefit derivatives, net                                           3         (5)
        Other derivatives                                                    -        (10)
     Other                                                                   -          4
                                                                          ----       ----
         Total                                                            $  2       $(11)
                                                                          ====       ====
</TABLE>

                                       11
<PAGE>

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

      The Company participates in dollar roll repurchase transactions as a way
      to generate investment income. These transactions involve the sale of
      mortgage-backed securities with the agreement to repurchase substantially
      the same securities from the same counterparty. Cash is received from the
      sale, which is invested in the Company's short-term money market pool. The
      cash is returned at the end of the roll period when the mortgage-backed
      securities are repurchased. The Company will generate additional
      investment income based upon the difference between the sale and
      repurchase prices.

      These transactions are recorded as secured borrowings. The mortgage-backed
      securities remain recorded as assets. The cash proceeds are reflected in
      short-term investments and a liability is established to reflect the
      Company's obligation to repurchase the securities at the end of the roll
      period. This liability is classified as other liabilities in the condensed
      balance sheets and fluctuates based upon the timing of the repayments. The
      liability balances were $24 million and $0 at March 31, 2005 and December
      31, 2004, respectively.

4.    DEPOSIT FUNDS AND RESERVES

      At March 31, 2005 and December 31, 2004, the Company had $6.4 billion and
      $6.3 billion of life and annuity deposit funds and reserves respectively,
      as follows:

<TABLE>
<CAPTION>
($ in millions)                              March 31, 2005  December 31, 2004
                                             --------------  -----------------
<S>                                          <C>             <C>
Subject to discretionary withdrawal:
    With fair value adjustments                 $  2,552          $  2,594
    Subject to surrender charges                   1,773             1,672
    Surrenderable without charge                     311               289
                                                --------          --------
    Total                                       $  4,636          $  4,555

Not subject to discretionary withdrawal:        $  1,761          $  1,744
                                                --------          --------
    Total                                       $  6,397          $  6,299
                                                ========          ========
</TABLE>

5.    SHAREHOLDER'S EQUITY

      Statutory capital and surplus of the Company was $942 million at December
      31, 2004. The Company is 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 accordance
      with Connecticut statutes, the Company may not pay dividends during 2005
      without prior approval of the State of Connecticut Insurance Department.
      As noted in Note 1, Citigroup has agreed to sell the Company to MetLife.
      The State of Connecticut Insurance Department requires prior approval for
      any dividends for a period of two years following a change in control.
      Accordingly, any dividends from the Company during that period would
      require prior approval from the State of Connecticut Insurance Department.

6.    COMMITMENTS AND CONTINGENCIES

      LITIGATION

      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

                                       12
<PAGE>

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

      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 the
      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. The class
      action claims against TLA are 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.

      In 2003 and 2004, several issues in the mutual fund and variable insurance
      product industries have come under the scrutiny of federal and state
      regulators. Like many other companies in our industry, the Company has
      received a request for information from the Securities and Exchange
      Commission (SEC) and a subpoena from the New York Attorney General
      regarding market timing and late trading. During 2004 the SEC requested
      additional information about the Company's variable product operations on
      market timing, late trading and revenue sharing, and the SEC, the National
      Association of Securities Dealers and the New York Insurance Department
      have made inquiries into these issues and other matters associated with
      the sale and distribution of insurance products. In addition, like many
      insurance companies and agencies, in 2004 and 2005 the Company received
      inquiries from certain state Departments of Insurance regarding producer
      compensation and bidding practices. The Company is cooperating fully with
      all of these requests and is not able to predict their outcomes.

      In addition, the Company is a defendant or co-defendant in various other
      litigation matters in the normal course of business. These include civil
      actions, arbitration proceedings and other matters arising in the normal
      course of business out of activities as an insurance company, a broker and
      dealer in securities or otherwise.

      In the opinion of the Company's management, the ultimate resolution of
      these legal and regulatory proceedings would not be likely to have a
      material adverse effect on the Company's financial condition or liquidity,
      but, if involving monetary liability, may be material to the Company's
      operating results for any particular period.

                                       13
<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, 2004.

The Company's Annual Report on Form 10-K, its quarterly reports on Form 10-Q,
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
                                       MARCH 31,
                                    2005        2004
                                   ------      ------
<S>                                <C>         <C>
Revenues                           $  228      $ 168

Benefits and interest credited         86         81

Operating expenses                     78         58
                                   ------      -----
Income before taxes                    64         29

Income taxes                           20          1
                                   ------      -----
Net income                         $   44      $  28
                                   ======      =====
</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.

On January 31, 2005, Citigroup announced its intention to sell its Life
Insurance and Annuities business, which includes TIC, the Company and certain
other businesses, to MetLife, Inc. (MetLife).

Net income was $44 million for the three months ended March 31, 2005 up 57% from
$28 million for the prior year quarter. The increase in net income was related
to higher fee income, net investment income (NII), based on a higher asset base
and increased business volumes, and net realized capital gains on investments.
Partially offsetting the increased revenues were higher business-volume related
operating expenses and an increase in federal income taxes related to the
absence of an $8 million tax benefit related to an adjustment to the Dividends
Received Deduction (DRD) in the first quarter of 2004.

The revenue increase for the first quarter 2005 over the prior year period was
primarily driven by increases in fee income and NII. Fee income increased 43% to
$107 million in the first quarter of 2005, primarily in the individual life
product line, which increased $25 million due to higher business volumes. NII
increased $17 million or 19% in the first quarter of 2005 versus the same period
in 2004, related to increased business volumes and a higher capital base.

                                       14
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

Operating expenses increased $20 million from $58 million for the three months
ended March 31, 2004 to $78 million for the three-month period ended March 31,
2005. This increase is related to the amortization of deferred acquisition costs
(DAC), which was $61 million in 2005 versus $43 million in 2004. The majority of
this increase also related to volume growth in the UL business.

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
periods ended March 31, 2005 and 2004.

PREMIUMS AND DEPOSITS ($ in millions)

<TABLE>
<CAPTION>
                              THREE MONTHS ENDED
                                   MARCH 31,
                               2005        2004
                              ------      ------
<S>                           <C>         <C>
Premiums

Individual Life               $    8      $    9
Retail Annuity                     2           -
Other Annuity                      -           1
                              ------      ------
    Total Premiums            $   10      $   10
                              ------      ------

Deposits

Retail Annuity - Fixed        $   14      $  125
Retail Annuity - Variable        338         547
                              ------      ------
    Total Retail Annuity         352         672
Individual Life                  264         232
Other Annuity                      -           2
                              ------      ------
    Total Deposits            $  616      $  906
                              ------      ------
</TABLE>

Retail annuity deposits collected for the quarter ended March 31, 2005 decreased
$320 million, or 48%. This decrease was driven by lower fixed annuity sales and
a third quarter 2004 shift in offering certain variable annuity products by TIC,
which were previously offered by the Company. Retail annuity account balances
and benefit reserves were $14.7 billion and $14.9 billion at March 31, 2005 and
December 31, 2004, respectively. This slight decrease is reflective of a $236
million decrease in market appreciation and partially offset by $105 million of
net sales of variable annuity investments.

Deposits for the life insurance business increased $32 million, or 14% for the
three months ended March 31, 2005 versus 2004. This increase was the result of
the continued momentum of universal life production. Life insurance in force was
$57 billion at March 31, 2005, up from $55 billion at December 31, 2004.

OUTLOOK

Certain of the statements below are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 17.

The Company is included in the TLA segment of TIC and its outlook should be
considered within that context. The Company should benefit from growth in the
aging population which is becoming more focused on the need to accumulate
adequate savings for retirement, to protect these savings and to plan for the
transfer of wealth to the next generation. The Company is well positioned to
take advantage of the favorable long-term demographic trends through its strong
financial position, widespread brand name recognition and broad array of
competitive life, annuity, retirement and estate planning products sold through
established distribution channels.

                                       15
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

TLA'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 annuity products. Declines in credit
quality of issuers will have a negative effect on earnings. The retail annuities
business is interest rate and equity market sensitive. TLA's variable annuities
offer products with guaranteed features that are equity market sensitive. The
guaranteed minimum death benefit feature pays benefits when at the time of death
of a contractholder the account value is below the guaranteed amount. Another
guaranteed feature offered is a guaranteed minimum withdrawal benefit, which is
considered an embedded derivative. Exposure increases with the decline in equity
markets and exposure decreases with equity market growth. This creates earnings
volatility because the embedded derivative is marked to market through income.
TLA has entered into an alternative hedging strategy to reduce the earnings
volatility.

Citigroup, the Company's ultimate parent has agreed to sell its Life Insurance
and Annuities business to MetLife. The Company is included in Citigroup's Life
Insurance and Annuities business. The transaction is expected to close this
summer. At that time, the Company will become part of MetLife, Inc. MetLife has
filed with the Insurance Department of the State of Connecticut (the
"Department") a Form A Statement Regarding the Acquisition of Control of or
Merger with a Domestic Insurer, dated March 7, 2005 (the "Form A"), seeking
the approval of the Department to acquire control of the Company and TIC. The
Form A includes MetLife's post-acquisition business plan and financial
projections for the Company and TIC after the Closing Date (the "Business
Plan"). Pursuant to the Business Plan, the Company would generally cease
issuing certain institutional annuity and other products immediately following
the Closing Date, including funding agreements and guaranteed investment
contracts. Both the Company and TIC will generally phase out the remaining
products that they currently issue by the end of 2006.

Federal and state regulators have focused on, and continue to devote substantial
attention to, the mutual fund and variable insurance product industries. As a
result of publicity relating to widespread perceptions of industry abuses, there
have been numerous proposals for legislative and regulatory reforms, including
mutual fund governance, new disclosure requirements concerning mutual fund share
classes, commission breakpoints, revenue sharing, advisory fees, market timing,
late trading, portfolio pricing, annuity products, hedge funds, producer
compensation and other issues. It is difficult to predict at this time whether
changes resulting from new laws and regulations will affect the industries or
the Company's businesses, and, if so, to what degree.

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, 2004,
the Company had total adjusted capital in excess of amounts requiring any
regulatory action as defined by the NAIC.

In accordance with Connecticut statutes, the Company may not pay dividends
during 2005 without prior approval of the State of Connecticut Insurance
Department. As noted in Note 1 of Notes to Condensed Financial Statements,
Citigroup has agreed to sell the Company to MetLife. The State of Connecticut
Insurance Department requires prior approval for any dividends for a period of
two years following a change in control. Accordingly, any dividends from the
Company during that period would require prior approval from the State of
Connecticut Insurance Department.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

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


                                       16
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY


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.

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.

                                       17
<PAGE>

                     THE TRAVELERS LIFE AND ANNUITY COMPANY

                           PART II - OTHER INFORMATION

ITEM 6. 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>

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

                                       18
<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 May 13, 2005                        /s/ Glenn D. Lammey
                                         --------------------------------------

                                         Glenn D. Lammey
                                         Senior Executive Vice President,
                                         Chief Financial Officer and Chief
                                         Accounting Officer

                                         (Principal Financial Officer and
                                          Principal Accounting Officer)

                                       19