UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     SCHEDULE 13D

                      Under the Securities Exchange Act of 1934
                                 (Amendment No.  4 )*
                                                ---

                              THE TRAVELERS CORPORATION
                                   (Name of Issuer)

                       Common Stock, par value $1.25 per share
                            (Title of Class of Securities)

                                     894180-10-8
                                    (CUSIP Number)

               Charles O. Prince, Senior Vice President and Secretary,
                 The Travelers Inc. (formerly Primerica Corporation),
                    65 East 55th Street, New York, New York 10022
             (Name, Address and Telephone Number of Person Authorized to
          Receive Notices and Communications)

                                  December 30, 1993
               (Date of Event which Requires Filing of this Statement)

          If the filing person has previously filed a statement on Schedule
          13G  to report  the  acquisition  which is  the  subject of  this
          Schedule 13D,  and is filing  this schedule because of  Rule 13d-
          1(b)(3) or (4), check the following box  .

          Check the following box if a fee is being paid with the statement
           .  (A fee is not required only if the reporting person: (1)  has
          a  previous statement on  file reporting beneficial  ownership of
          more than  five percent of  the class of securities  described in
          Item  1;  and  (2)  has filed  no  amendment  subsequent  thereto
          reporting beneficial ownership  of five percent  or less of  such
          class.)  (See Rule 13d-7).  

          Note:   Six  copies of  this statement,  including  all exhibits,
          should be filed with the Commission.  See Rule 13d-1(a) for other
          parties to whom copies are to be sent.  

          *The  remainder of  this cover  page shall  be  filled out  for a
          reporting person's  initial filing on  this form with  respect to
          the subject class of securities, and for any subsequent amendment
          containing  information which would alter disclosures provided in
          a prior cover page.  

          The  information required  on the  remainder of  this cover  page
          shall not  be deemed to be "filed" for  the purpose of Section 18
          of  the  Securities Exchange  Act  of 1934  ("Act")  or otherwise
          subject  to the liabilities of that  section of the Act but shall














          be subject to all other  provisions of the Act (however,  see the
          Notes).


          This Amendment No. 4 relates to a Schedule 13D dated December 23,
          1992  filed  with  the  Securities  and  Exchange  Commission  by
          Primerica  Corporation  ("Primerica"),  CCC  Holdings,  Inc.  and
          Commercial Credit Company,  as amended by  Amendment No. 1  dated
          September 22, 1993, Amendment No.  2 dated September 23, 1993 and
          Amendment No. 3  dated September 23, 1993  (as so amended  and as
          amended hereby, the "Schedule  13D").  Only answers  changed from
          those previously  filed are set  forth herein.   Unless otherwise
          indicated, all terms used herein shall have the meanings ascribed
          to them in the Schedule 13D.  

          Item 5.   Interest in Securities of the Issuer.  
                    ------------------------------------

                    The response to  Item 5 set forth in Amendment No. 3 to
          the Schedule  13D is hereby  amended to  read in its  entirety as
          follows:

                    On  December 30, 1993,  the shareholders of  the Issuer
          and the stockholders of Primerica approved the Agreement and Plan
          of Merger dated  as of  September 23, 1993.   The Certificate  of
          Merger effecting the merger of the Issuer with and into Primerica
          (the "Merger  Certificate") was filed on December  30, 1993, with
          an  effective  date and  time  for the  merger  of  3:00 P.M.  on
          December 31, 1993 (the "Effective Time").  The Merger Certificate
          provides  for the  Issuer's  Common  Stock  to  be  automatically
          converted  into  the  right  to  receive  0.80423 of  a share  of
          Primerica  common stock, par value $0.01 per share.  Accordingly,
          as  of and after the Effective  Time the securities of the Issuer
          for which this Schedule 13D was filed no longer represent a class
          of "equity  securities"  of the  Issuer as  defined in  Rule 13d-
          1(1)(d).   The appropriate actions have been  or will be taken to
          deregister and delist such securities in light of consummation of
          the merger.  































                                     SCHEDULE 13D

          CUSIP No.  894180-10-8




           Item 7.  Material to be Filed as Exhibits.  
                    --------------------------------

                    Exhibit 10:    Agreement    of
                                   joint filing of
                                   Amendment No. 4


























                                     SCHEDULE 13D

          CUSIP No.  894180-10-8




                                      SIGNATURE
                                      ---------

                    After   reasonable  inquiry  and  to  the  best  of  my
          knowledge and belief, I certify that the information set forth in
          this Statement is true, complete and correct.

                                        THE TRAVELERS INC.
                                          (formerly Primerica Corporation)
                                        CCC HOLDINGS, INC.
                                        COMMERCIAL CREDIT COMPANY



                                        By: /s/ Charles O. Prince, III     
                                           --------------------------------

                                           Name:  Charles O. Prince, III
                                           Title:   Authorized Officer



          Date:  January 5, 1994








































                                     SCHEDULE 13D

          CUSIP No.  894180-10-8




                                                                 EXHIBIT 10



                    The undersigned corporations agree that the foregoing
          Amendment No. 4 to Schedule 13D, dated December 30, 1993, is
          being filed with the Securities and Exchange Commission on behalf
          of The Travelers Inc. (formerly Primerica Corporation), CCC
          Holdings, Inc. and Commercial Credit Company.


                                   THE TRAVELERS INC.
                                   (formerly Primerica Corporation)
                                   CCC HOLDINGS, INC.
                                   COMMERCIAL CREDIT COMPANY



                                   By: /s/ Charles O. Prince, III        
                                      -----------------------------------
                                      Name:  Charles O. Prince, III
                                      Title:   Authorized Officer



          Date: January 5, 1994