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[LETTERHEAD OF MASSMUTUAL APPEARS HERE]
May 2, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Massachusetts Mutual Life Insurance Company
CML/OFFITBANK Separate Account
File No. 33-63301
Dear Commissioners:
On behalf of Massachusetts Mutual Life Insurance Company (the "Company") and
CML/OFFITBANK Separate Account (the "Separate Account"), I am filing a
certification pursuant to paragraph (j) of Rule 497 under the Securities Act of
1933. In this regard, I certify that the form of prospectus and Statement of
Additional Information ("SAI") for certain deferred variable annuity contracts
offered by the Company through the Separate Accounts otherwise required to be
filed under paragraph (c) of Rule 497 would not have differed from the form of
prospectus and SAI contained in post-effective amendment number 1 to the Form
N-4 registration statement for the Separate Account that was filed
electronically with the Securities and Exchange Commission on or about April 25,
1997.
Sincerely,
/s/ James M. Rodolakis
James M. Rodolakis
Counsel
