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Office of the General Counsel
[LOGO OF MassMutual THE BLUE CHIP COMPANY /SM/ APPEARS HERE]
March 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 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 ("Separate Account"), I am filing a certification
pursuant to paragraph (j) of Rule 497 under the Securities Act of 1933 within
five days of the commencement of the offering of certain deferred variable
annuity contracts by the Company. 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 Account
otherwise required to be filed under paragraph (c) of Rule 497 would not have
differed from the prospectus and SAI contained in the Form N-4 registration
statement for the Separate Account that was filed electronically with the
Securities and Exchange Commission (the "SEC") via EDGAR and declared effective
by the SEC on September 12, 1996.
Sincerely,
/s/ James M. Rodolakis
James M. Rodolakis
Counsel
