CML OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT, 485BPOS, 1997-04-25

CML OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT
485BPOS, 1997-04-25

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File Nos. 33-63301

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 1 [ X ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 1

(Check appropriate box or boxes.)

CML/OFFITBANK Variable Annuity Separate Account
-----------------------------------------------
(Exact Name of Registrant)

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
-------------------------------------------
(Name of Depositor)

1295 State Street, Springfield, Massachusetts 01111
---------------------------------------------- -----
(Address of Depositor's Principal Executive Offices)

(413) 744-8411
--------------
Depositor's Telephone Number, including Area Code

Thomas F. English
Vice President and Associate General Counsel
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
---------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: Continuous.
It is proposed that this filing will become effective (check appropriate box)

immediately upon filing pursuant to paragraph (b) of Rule 485.
---
X on May 1, 1997 pursuant to paragraph (b) of Rule 485.
---
60 days after filing pursuant to paragraph (a) or Rule 485.
---
on (date) pursuant to paragraph (a) of Rule 485.
---

STATEMENT PURSUANT TO RULE 24f-2

The Registrant has registered an indefinite number or amount of its variable
annuity contracts under the Securities Act of 1933 pursuant to Rule 24f-2 under
the Investment Company Act of 1940. The Rule 24f-2 Notice for Registrant's
fiscal year ended December 31, 1996 was filed on or about February 28, 1997.

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CROSS REFERENCE TO ITEMS
REQUIRED BY FORM N-4

<TABLE>
<CAPTION>
N-4 Item Caption in Prospectus
- -------- ---------------------
<S> <C>

1.................................. Cover Page

2.................................. Definitions

3.................................. Fee Table

4.................................. Condensed Financial
Information; Performance
Measures

5.................................. MassMutual and the Separate
Account

6.................................. Contract Charges;
Distribution

7.................................. Miscellaneous Provisions;
An Explanation of the
Contracts; Reservation of
Rights; Contract Owner's
Voting Rights

8.................................. The Annuity (Pay-Out)
Period

9.................................. The Death Benefit

10................................. The Accumulation (Pay-In)
Period; Distribution

11................................. Right to Return Contract;
Redemption Privilege

12................................. Federal Tax Status

13................................. None

14................................. Additional Information
</TABLE>

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<TABLE>
<CAPTION>
Caption in Statement of
Additional Information
----------------------

<S> <C>
15................................. Cover Page

16................................. Table of Contents

17................................. General Information

18................................. Underwriting Arrangements

19................................. Performance Measures

20................................. Contract Value Calculations

21................................. Reports of Independent
Accountants and Financial
Statements
</TABLE>

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INDIVIDUAL CERTIFICATES UNDER A GROUP DEFERRED VARIABLE ANNUITY
CONTRACT
WITH FLEXIBLE PURCHASE PAYMENTS
issued by

CML/OFFITBANK Variable Annuity Separate Account
and
Massachusetts Mutual Life Insurance Company
1295 State Street, Springfield, Massachusetts, (413) 744-8411
Annuity Service Center
P.O. Box 419162, Kansas City, MO 64141, (800) 334-8117
or
301 West 11th Street, Fourth Floor, Kansas City, MO 64105

THE INDIVIDUAL CERTIFICATES UNDER A DEFERRED VARIABLE ANNUITY CONTRACT WITH
FLEXIBLE PURCHASE PAYMENTS (the "Certificates") described in this Prospectus
provide for accumulation of Certificate Values on a variable basis and payment
of annuity payments on a fixed and variable basis. The Contract is designed for
use by employers and other groups either in retirement plans on a Qualified or
Non-Qualified basis or for other purposes. The minimum initial Purchase Payment
without prior approval for a Certificate under a Contract is $100,000.

Purchase Payments for the Certificates will be allocated to CML/OFFITBANK
Variable Annuity Separate Account (the "Separate Account"). Under certain
circumstances, however, Purchase Payments may initially be allocated to the
Money Market Sub-Account of the Separate Account during the Right to Examine
Contract Period. The Separate Account invests in shares of The OFFITBANK
Variable Insurance Fund, Inc. ("OFFITBANK VIF") with its three Funds: OFFITBANK
VIF-High Yield Fund, OFFITBANK VIF-Investment Grade Global Debt Fund and
OFFITBANK VIF -Emerging Markets Fund and the Oppenheimer Money Fund of the
Oppenheimer Variable Account Funds ("Oppenheimer Funds").

This Prospectus concisely sets forth the information a prospective investor
should know before investing and should be retained for future reference.
Additional information about the Contract is contained in the Statement of
Additional Information which is available at no charge. The Statement of
Additional Information has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. For the Statement of
Additional Information, call the Annuity Service Center at (800) 334-8117 or
write to MassMutual and Affiliated Companies Service Center, ALLIANCE-ONE
Services, L.P., 301 West 11th Street, Kansas City, Missouri 64105.

ANY INQUIRIES CAN BE MADE BY TELEPHONE OR IN WRITING TO MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY AT ITS ANNUITY SERVICE CENTER.

This Prospectus and the Statement of Additional Information are dated May 1,
1997.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THE CONTRACT OR CERTIFICATES IS NOT A DEPOSIT OR OBLIGATION OF,
OR GUARANTEED OR ENDORSED BY, ANY BANK OR FINANCIAL INSTITUTION AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. INVESTMENT IN THE CONTRACT OR CERTIFICATES
IS SUBJECT TO CERTAIN RISKS, INCLUDING THE LOSS OF PURCHASE PAYMENTS.

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Table Of Contents

Page
----
<S> <C>
DEFINITIONS.............................................................. 4
HIGHLIGHTS............................................................... 6
CML/OFFITBANK Variable Annuity Separate Account FEE TABLE................ 8
THE COMPANY..............................................................10
THE SEPARATE ACCOUNT.....................................................10
ELIGIBLE INVESTMENTS.....................................................10
The OFFITBANK Variable Insurance Fund, Inc..........................11
Oppenheimer Variable Account Funds - Money Fund.....................11
Voting Rights.......................................................12
Substitution of Securities..........................................12
CHARGES AND DEDUCTIONS...................................................12
Deduction for Mortality and Expense Risk Charge.....................12
Deduction for Administrative Charge.................................13
Deduction for Annual Certificate Maintenance Charge.................13
Deduction for Premium and Other Taxes...............................13
Deduction for Eligible Investments Expenses..............................14
Deduction for Transfer Fee......................................14
THE CONTRACT AND CERTIFICATES............................................14
Contract Owner..................................................14
Participant.....................................................14
Joint Participants..................................................14
Annuitant...........................................................15
Assignment..........................................................15
PURCHASE PAYMENTS AND CERTIFICATE VALUE..................................15
Purchase Payments...................................................15
Allocation of Purchase Payments.....................................15
Certificate Value...................................................15
Accumulation Units..................................................16
Accumulation Unit Value.............................................16
TRANSFERS................................................................16
Transfers During the Accumulation Period............................16
Transfers During the Annuity Period.................................17
WITHDRAWALS..............................................................18
Systematic Withdrawals..............................................18
Suspension or Deferral of Payments..................................19
PROCEEDS PAYABLE ON DEATH
Death of Participant During the Accumulation Period.................19
Death Benefit Amount During the Accumulation Period.................20
Death Benefit Options During the Accumulation Period................20
Death of Participant During the Annuity Period......................20
Death of Annuitant..................................................20
Payment of Death Benefit............................................21
Beneficiary.........................................................21
Change of Beneficiary...............................................21
ANNUITY PROVISIONS.......................................................21
</TABLE>

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<TABLE>
<S> <C>
Annuity Guidelines..................................................21
Annuity Payments....................................................22
Fixed Annuity.......................................................22
Variable Annuity....................................................22
Annuity Units and Payments..........................................22
Annuity Unit Value..................................................23
Annuity Options.....................................................23
Annuity Option A - Life Income....................................23
Annuity Option B - Life Income with Period Certain................23
Annuity Option C - Joint and Last Survivor Payments...............23
Annuity Option D - Joint and 2/3rds Survivor Annuity..............24
Annuity Option E - Period Certain.................................24
Annuity Option F - Special Income Settlement Agreement............24
DISTRIBUTION.............................................................24
PERFORMANCE INFORMATION..................................................24
Money Market Sub-Account............................................24
Other Sub-Accounts..................................................25
TAX STATUS...............................................................26
General.............................................................26
Diversification.....................................................27
Multiple Certificates...............................................28
Tax Treatment of Assignments........................................28
Income Tax Withholding..............................................28
Tax Treatment of Withdrawals - Non-Qualified Certificates...........28
Penalty Tax.........................................................28
Qualified Plans.....................................................29
H.R. 10 Plans.....................................................29
Individual Retirement Annuities...................................29
Corporate Pension And Profit Sharing Plans........................30
Tax Treatment of Withdrawals - Qualified Certificates.............30
Certificates Owned by Other Than Natural Persons....................31
FINANCIAL STATEMENTS.....................................................31
LEGAL PROCEEDINGS........................................................31
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.............31
</TABLE>

7
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Definitions

ACCUMULATION PERIOD: The period prior to the commencement of Annuity Payments
during which Purchase Payments may be made.

ACCUMULATION UNIT: A unit of measure used to determine the value of the
Contract Owner's interest in a Sub-Account of the Separate Account during the
Accumulation Period.

AGE: The age of any Contract Owner or Annuitant on his/her birthday nearest the
date for which age is being determined. For purposes of contract issuance, age
shall be considered that which was achieved on the Contract Owner's or
Annuitant's last birthday.

ANNUITANT: The primary person upon whose life Annuity Payments are to be made.
For purposes of applicable Contract provisions, on or after the Annuity Date,
reference to the Annuitant also includes any joint Annuitant.

ANNUITY DATE: The date on which Annuity Payments begin.

ANNUITY PAYMENTS: The series of payments that will begin on the Annuity Date.

ANNUITY OPTIONS: Options available for Annuity Payments.

ANNUITY PERIOD: The period which begins on the Annuity Date and ends with the
last Annuity Payment.

ANNUITY RESERVE: The assets which support a variable Annuity Option during the
Annuity Period.

ANNUITY SERVICE CENTER: The office indicated on the Cover Page of this
Prospectus to which notices, requests and Purchase Payments must be sent. All
sums payable by the Company under a Contract are payable only at the Annuity
Service Center.

ANNUITY UNIT: A unit of measure used to determine the amount of each Variable
Annuity Payment after the Annuity Date.

BENEFICIARY: The person(s) or entity(ies) designated to receive the death
benefit provided by the Contract.

CERTIFICATE: An ownership interest issued by the Company to a Participant (or
two Participants jointly) under the Contract.

CERTIFICATE ANNIVERSARY: An anniversary of the Issue Date of a Certificate.

CERTIFICATE ISSUE DATE: The date on which a Certificate became effective. This
date is shown on the Certificate Schedule.

CERTIFICATE VALUE: The sum of the Participant's interest in the Sub-Accounts of
the Separate Account during the Accumulation Period.

CERTIFICATE YEAR: The first Certificate Year is the annual period which begins
on the Certificate Issue Date. Subsequent Certificate Years begin on each
anniversary of the Certificate Issue Date.

CONTRACT ANNIVERSARY: An anniversary of the Issue Date of the Contract.

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CONTRACT ISSUE DATE: The date on which the Contract became effective.

CONTRACT OWNER: The person(s) or entity(ies) entitled to the ownership rights
stated in the Contract.

CONTRACT VALUE: The sum of the Contract Owner's interest in the Sub-Accounts of
the Separate Account during the Accumulation Period.

CONTRACT YEAR: The first Contract Year is the annual period which begins on the
Issue Date. Subsequent Contract Years begin on each anniversary of the Issue
Date.

ELIGIBLE INVESTMENT: An investment entity into which assets of the Separate
Account will be invested.

FIXED ANNUITY: A series of payments made during the Annuity Period which are
guaranteed as to dollar amount by the Company.

GENERAL ACCOUNT: The Company's general investment account which contains all
the assets of the Company with the exception of the Separate Account and other
segregated asset accounts.

NON-QUALIFIED CERTIFICATES: Certificates issued under Non-Qualified Plans which
do not receive favorable tax treatment under Sections 401 or 408 of the Internal
Revenue Code of 1986, as amended (the "Code").

PARTICIPANT: The person(s) or entity(ies) entitled to the ownership rights
stated in a Certificate.

PREMIUM TAX: A tax imposed by certain states and other jurisdictions when a
Purchase Payment is made, when Annuity Payments begin, or when a Contract is
surrendered.

PURCHASE PAYMENT: During the Accumulation Period, a payment made by or on
behalf of a Contract Owner with respect to the Contract.

QUALIFIED CERTIFICATES: Certificates issued under Qualified Plans which receive
favorable tax treatment under Sections 401 or 408 of the Code.

SEPARATE ACCOUNT: The Company's Separate Account designated as CML/OFFITBANK
Variable Annuity Separate Account.

SUB-ACCOUNT: Separate Account assets are divided into Sub-Accounts. Assets of
each Sub-Account will be invested in shares of an available Eligible Investment
or a portfolio or fund of an Eligible Investment. Currently, the Eligible
Investments available for the Contracts offered hereby are the Funds of the
OFFITBANK Variable Insurance Fund, Inc. and the Oppenheimer Money Fund of the
Oppenheimer Funds.

VALUATION DATE: Each day on which the Company, the New York Stock Exchange
("NYSE") and the Eligible Investments are open for business. See the
Prospectuses for the Eligible Investments.

VALUATION PERIOD: The period of time beginning at the close of business of the
NYSE on each Valuation Date and ending at the close of business for the next
succeeding Valuation Date.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in
relation to the investment performance of specified Sub-Accounts of the Separate
Account.

WRITTEN REQUEST: A request or notice in writing, in a form satisfactory to the
Company, which is received by the Annuity Service Center.

9
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Highlights

General

Purchase Payments for the Certificates will be allocated to a segregated
investment account of Massachusetts Mutual Life Insurance Company (the
"Company") which account has been designated CML/OFFITBANK Variable Annuity
Separate Account (the "Separate Account"). As described in Right to Examine
Certificate below, Purchase Payments may initially be allocated to the Money
Market Sub-Account (see below). The Separate Account invests in shares of the
Funds of The OFFITBANK Variable Insurance Fund, Inc. ("OFFITBANK VIF") with its
three Funds: OFFITBANK VIF-High Yield Fund, OFFITBANK VIF-Investment Grade
Global Debt Fund and OFFITBANK VIF -Emerging Markets Fund and the Oppenheimer
Money Fund of the Oppenheimer Funds (See Eligible Investments). Participant(s)
bear the investment risk for all amounts allocated to the Separate Account.

Right To Examine Certificate

The Certificate may be returned to the Company for any reason within ten (10)
calendar days (or twenty (20) calendar days of the date of receipt with respect
to the circumstances described in (c) below) after its receipt by the
Participant ("Right to Examine Certificate"). It may be returned to the Company
at its Annuity Service Center. When the Certificate is received at the Annuity
Service Center, it will be voided as if it had never been in force. Upon its
return, the Company will refund the Certificate Value next computed after
receipt of the Certificate by the Company at its Annuity Service Center except
in the following circumstances: (a) where the Certificate is purchased pursuant
to an Individual Retirement Annuity; (b) in those states which require the
Company to refund Purchase Payments, less withdrawals; or (c) in the case of
Certificates (including Certificates purchased pursuant to an Individual
Retirement Annuity) which are deemed by certain states to be replacing an
existing annuity or insurance Contract and which require the Company to refund
Purchase Payments, less withdrawals. With respect to the circumstances described
in (a), (b) and (c) above, the Company will refund the greater of Purchase
Payments, less any withdrawals, or the Certificate Value, and will allocate
initial Purchase Payments to the Money Market Sub-Account until the expiration
of fifteen (15) days from the Issue Date (or twenty-five (25) days in the case
of Certificates described under (c) above). Upon the expiration of the fifteen
(15) day period (or twenty-five (25) day period with respect to Certificates
described under (c)), the Sub-Account value of the Money Market Sub-Account will
be allocated to the Separate Account in accordance with the election made by the
Participant in the Application.

Charges And Deductions

Mortality And Expense Risk Charge. Each Valuation Period, the Company deducts
a Mortality and Expense Risk Charge which is currently equal, on an annual
basis, to 0.38% of the average daily net asset value of the Separate Account.
The Company may increase this charge to an amount not to exceed 1.25% of the
average daily net asset value of the Separate Account. This charge compensates
the Company for assuming the mortality and expense risks under the Certificates.
(See Charges and Deductions - Deduction for Mortality and Expense Risk Charge.)

Administrative Charge. Each Valuation Period, the Company deducts an
Administrative Charge which is currently equal, on an annual basis, to .01% of
the average daily net asset value of the Separate Account. The Company may
increase this charge to an amount not to exceed .25% of the average daily net
asset value of the Separate Account. This charge compensates the Company for
costs associated with the administration of the Certificates and the Separate
Account. (See Charges and Deductions - Deduction for Administrative Charge.)

Annual Certificate Maintenance Charge. Currently, there is an Annual
Certificate Maintenance Charge of $35 deducted on the last day of the
Certificate Year. The Company may increase this charge to an amount not to
exceed $60 per Certificate Year. The Annual Certificate Maintenance Charge will
be deducted

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from the Sub-Accounts in the same proportion that the amount of the Certificate
Value in each Sub-Account bears to the total Certificate Value. If the Annuity
Date is not the last day of the Certificate Year, then a pro-rata portion of the
Annual Certificate Maintenance Charge will be deducted on the Annuity Date.
During the Annuity Period, unless otherwise elected the Annual Certificate
Maintenance Charge will be deducted pro-rata from Annuity Payments and will
result in a reduction of each Annuity Payment.

Premium Taxes. Premium Taxes are charged against Premium Payments or
Certificate Values. (See Charges and Deductions - Deduction for Premium and
Other Taxes.) The Company currently intends to charge for any Premium Taxes when
due.

Transfer Fee. Under certain circumstances, a Transfer Fee may be assessed
during the Accumulation Period when a Participant makes a transfer from one Sub-
Account to another Sub-Account or during the Annuity Period when a Participant
makes a transfer from one Sub-Account to another Sub-Account or from a Sub-
Account to the General Account. (See Charges and Deductions - Deduction for
Transfer Fee.)

Federal Income Tax Penalty

There is a ten percent (10%) federal income tax penalty applied to the income
portion of any distribution from Non-Qualified Certificates. However, the
penalty is not imposed on amounts received: (a) after the taxpayer reaches age
59 1/2; (b) after the death of the Participant; (c) if the taxpayer is
totally disabled (for this purpose disability is as defined in Section 72(m)(7)
of the Code); (d) in a series of substantially equal periodic payments made not
less frequently than annually for the life (or life expectancy) of the taxpayer
and his or her Beneficiary; (e) under an immediate annuity; or (f) which are
allocable to purchase payments made prior to August 14, 1982. For federal income
tax purposes, withdrawals are deemed to be on a last-in, first-out basis.
Separate tax withdrawal penalties and restrictions apply to Qualified
Certificates. (See Tax Status - Tax Treatment of Withdrawals - Qualified
Certificates.) For a further discussion of the taxation of the Certificates, see
Tax Status.

See Tax Status - Diversification for a discussion of owner control of the
underlying investments in a variable annuity Certificate.

The Certificate

Transfers. Subject to the conditions imposed on such transfers by the
Company, Participants may make unlimited transfers between Sub-Accounts during
the Accumulation Period and six (6) transfers per calendar year during the
Annuity Period. The Company reserves the right to further limit the number of
transfers in the future. The Certificate provides for twelve (12) free transfers
per calendar year during the Accumulation Period and six (6) free transfers per
calendar year during the Annuity Period. Transfers made in excess of the number
of free transfers will result in the imposition of the transfer fee. During the
Annuity Period, the Participant may, once each Certificate Year, make a transfer
from one or more Sub-Accounts to the General Account. However, transfers cannot
be made from the General Account to the Separate Account. The Transfer Fee is
the lesser of $20 or 2% of the amount transferred. (See Transfers.)

Withdrawals. Subject to certain minimums imposed on such withdrawals by the
Company, the Participant may, during the Accumulation Period, upon Written
Request, make a total or partial withdrawal of the Certificate Withdrawal Value.
(See Withdrawals.) Tax penalties may apply. (See Tax Status.)

Death Benefit. The death benefit during the Accumulation Period will be the
Certificate Value. (See Proceeds Payable on Death for an additional discussion.)

Annuity Options. There are six (6) Annuity Options available for the
Participant to choose from. The Participant may elect to have the Certificate
Value applied to provide a Variable Annuity, a Fixed Annuity, or a combination
Fixed and Variable Annuity. (See Annuity Provisions for a further discussion.)

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Maximum Issue Ages. The maximum issue age is 85. This restriction applies at
the time of Certificate issue and upon any change in Participant or Annuitant
during the Accumulation Period and applies to both the Participant and the
Annuitant. For Joint Participants all provisions which are based upon age,
including the maximum issue age, are based on the age of the older of the Joint
Participants.

CML/OFFITBANK Variable Annuity Separate Account Fee Table
(See Note 1 below.)

Participant Transaction Expenses

There are no sales loads assessed against Purchase Payments
or amounts withdrawn. (See Note 2 below.)

Transfer Fee (See No charge is imposed for the first 12 transfers in a
Note 3 below.) calendar year during the Accumulation Period. Only 6
transfers in a calendar year during the Annuity Period are
permitted (6 transfers are free). The Fee is the lesser of
$20 or 2% of the amount transferred.

Annual Certificate $35 per Certificate per Certificate Year.
Maintenance Charge
(See Note 4 below.)

Separate Account Annual Expenses
(as a percentage of average account value)

Mortality and Expense Risk Charge 0.38%
(See Note 5 below.)
Administrative Charge 0.01%
(See Note 6 below.)
Total Separate Account Annual Expenses 0.39%

ELIGIBLE INVESTMENT'S ESTIMATED ANNUAL EXPENSES FOR 1996
(as a percentage of the average net assets of a Fund or Portfolio)

Advisory Other Operating
Fund Fees Expenses Expenses
- ---- --------- --------- ----------
<S> <C> <C> <C>
OFFITBANK VIF - Investment Grade Global Debt Fund 0.80% 0.25% 1.05%
OFFITBANK VIF - Emerging Markets Fund 0.90% 0.30% 1.20%
OFFITBANK VIF - High Yield Fund 0.85% 0.06% 0.91%
Oppenheimer Money Fund 0.45% 0.04% 0.49%
</TABLE>

(See the Prospectuses for the Eligible Investments for more information.)

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Examples

A Participant would pay the following expenses on a $1,000 investment, assuming
a 5% annual return on assets and assuming that the same Fund or Portfolio
expenses as shown above for the periods shown in the examples, regardless of
whether the Certificate is fully surrendered at the end of each time period, or
if the Certificate is not surrendered, or if the Certificate is annuitized.

1 year 3 years 5 years 10 years
------- ------- ------- --------
<S> <C> <C> <C> <C>
OFFITBANK VIF - Investment Grade Global Debt Fund $15 $46 $80 $174
OFFITBANK VIF - Emerging Markets Fund $16 $51 $88 $191
OFFITBANK VIF - High Yield Fund $13 $42 $72 $158
Oppenheimer Money Fund $ 9 $28 $49 $110
</TABLE>

Notes To Fee Table And Examples

1. The purpose of the Fee Table is to assist Participants in understanding
the various costs and expenses that a Participant will incur directly or
indirectly. The Examples assume an average Certificate Value of $100,000. The
Fee Table reflects expenses of the Separate Account as well as the Eligible
Investments. For additional information, see Charges and Deductions in this
Prospectus and the Prospectuses for the Eligible Investments.

2. The Certificates are offered without the imposition of a front-end sales
load or a back-end sales load (often referred to as a contingent deferred sales
load).

3. Transfers made by the Company at the end of the Right to Examine
Certificate period will not be counted in determining the application of the
Transfer Fee. The Transfer Fee is the lesser of $20 or 2% of the amount
transferred. All transfers made during a Valuation Period are deemed to be one
transfer.

4. Currently, the Annual Certificate Maintenance Charge is $35 each
Certificate Year and is deducted on the last day of the Certificate Year. The
Company may increase this charge to an amount not to exceed $60 per Certificate
Year. If a total withdrawal is made on other than the last day of the
Certificate Year, the full Annual Certificate Maintenance Charge will be
deducted at the time of the total withdrawal. The Annual Certificate Maintenance
Charge will be deducted from Sub-Accounts in the same proportion that the amount
of the Certificate Value in each Sub-Account bears to the total Certificate
Value. If the Annuity Date is not the last day of the Certificate Year, then a
pro-rata portion of the Annual Certificate Maintenance Charge will be deducted
on the Annuity Date. During the Annuity Period, unless the Annual Certificate
Maintenance Charge will be deducted pro-rata from Annuity Payments regardless of
Certificate size and will result in a reduction of each Annuity Payment. (See
Charges and Deductions - Deduction for Annual Certificate Maintenance Charge.)
The examples reflect the $35 Annual Certificate Maintenance Charge as an annual
charge of .007% of assets, based on an anticipated average Certificate Value of
$500,000.

5. The current Mortality and Expense Risk Charge is equal on an amount basis
to 0.38% of the average daily net asset value of the Separate Account. The
Company may increase this charge to an amount not to exceed 1.25% of the average
daily net asset value of the Separate Account.

6. The current Administrative Charge is equal on an amount basis to 0.01% of
the average daily net asset value of the Separate Account. The Company may
increase this charge to an amount not to exceed 0.25% of the average daily net
asset value of the Separate Account.

7. Premium Taxes are not reflected. Premium taxes may apply. (See Charges and
Deductions - Deduction for Premium and Other Taxes.)

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8. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The Company

Massachusetts Mutual Life Insurance Company ("MassMutual") is a mutual life
insurance company specially chartered by the Commonwealth of Massachusetts on
May 14, 1851. It is currently licensed to transact life (including variable
life), accident, and health insurance business in all states, Puerto Rico, the
District of Columbia and certain provinces of Canada. As of December 31, 1996,
the Company had total assets of $50 billion. On February 29, 1996, Connecticut
Mutual Life Insurance Company ("CML") merged with and into the Company. CML was
originally chartered by a special act of the Connecticut General Assembly in
1846. Upon the merger, CML's existence ceased and the Company became the
surviving company under the name Massachusetts Mutual Life Insurance Company.
All of the Certificates that were issued by CML and, at the time of the merger,
were assumed by the Company. The merger did not affect any provisions of, or
rights or obligations under, the Certificates as originally issued by CML.

The Separate Account

The Company established a segregated asset account pursuant to Connecticut
insurance law on September 8, 1995. This segregated asset account has been
designated CML/OFFITBANK Variable Annuity Separate Account (the "Separate
Account"). The Separate Account is registered with the Securities and Exchange
Commission as a unit investment trust pursuant to the provisions of the
Investment Company Act of 1940, as amended (the "1940 Act"). As a result of the
merger, the Separate Account is now governed by Massachusetts law.

The assets of the Separate Account are the property of the Company. However, the
assets of the Separate Account, equal to the reserves and other Certificate
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business the Company may conduct. Income,
gains and losses, whether or not realized, are, in accordance with the Contracts
and Certificates, credited to or charged against the Separate Account without
regard to other income, gains or losses of the Company. The Company's
obligations arising under the Certificates are general obligations. The Separate
Account meets the definition of a "separate account" under federal securities
laws.

The Separate Account currently is divided into Sub-Accounts, with the assets of
each Sub-Account invested in one Fund of The OFFITBANK Variable Insurance Fund,
Inc. (OFFITBANK VIF-High Yield Fund, OFFITBANK VIF-Investment Grade Global Debt
Fund and OFFITBANK VIF -Emerging Markets Fund) or the Oppenheimer Money Fund of
the Oppenheimer Variable Account Funds. There is no assurance that the
investment objectives of any of the Eligible Investments will be met.
Participants bear the complete investment risk for Purchase Payments allocated
to a Sub-Account. Certificate Values will fluctuate in accordance with the
investment performance of the Sub-Accounts to which Purchase Payments are
allocated, and in accordance with the imposition of the fees and charges
assessed under the Certificates.

Eligible Investments

The following are the current Eligible Investments and individual Funds or
Portfolios of the Eligible Investments that can be selected as the underlying
investments of the Certificate. While a brief summary of the various investment
objectives is set forth below, more comprehensive information, including a
discussion of potential risks, is found in the current Prospectus for each of
the Eligible Investments which are included with this Prospectus.

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The OFFITBANK Variable Insurance Fund, Inc.

The OFFITBANK Variable Insurance Fund, Inc. ("OFFITBANK Fund") is a newly
organized open-end, management investment company consisting of three separate
investment portfolios (the "Funds"). OFFITBANK, a trust company specializing in
global fixed income management, serves as the Funds' investment adviser.
OFFITBANK's address is 237 Park Avenue, Suite 910, New York, New York 10017. The
Funds and their investment objectives and policies are as follows:

OFFITBANK VIF - High Yield Fund. This Fund seeks high current income with
capital appreciation as a secondary objective. The Fund invests, under normal
circumstances, at least 65% of its total assets in U.S. corporate fixed income
securities rated below investment grade offering potential returns that are
sufficiently high to justify the greater investment risks.

OFFITBANK VIF - Investment Grade Global Debt Fund. This Fund seeks a competitive
fixed-income total investment return by investing, under normal circumstances,
at least 75% of its total assets in a wide range of investment grade debt
securities issued anywhere in the world, including the United States, and
denominated in any currency, including U.S. dollars. Up to 25% of the Fund's
total assets may be invested in below investment grade debt securities.

OFFITBANK VIF - Emerging Markets Fund. This Fund seeks to provide investors with
a competitive total investment return by focusing on current yield and
opportunities for capital appreciation primarily by investing in corporate and
sovereign debt securities of emerging market countries. Under normal
circumstances, the Fund will invest at least 80% of its total assets in debt
instruments, but may invest up to 20% of its total assets in equity securities.

The OFFITBANK VIF - High Yield Fund And OFFITBANK VIF - Emerging Markets Fund
May Invest Primarily In, And The OFFITBANK VIF - Investment Grade Global Debt
Fund May Invest Up To 25% Of Their Total Assets, In High Yield, High Risk
Corporate Debt Securities And Sovereign Debt Obligations Which Are Considered
Speculative And Subject To Certain Risks.

Oppenheimer Variable Account Funds

Oppenheimer Funds is an open-end management investment company. The Funds'
investment advisor is OppenheimerFunds, Inc. ("OppenheimerFunds") formerly named
Oppenheimer Management Corporation, which (including a subsidiary) advises
investment company portfolios having over $50 billion in assets and nearly 3
million shareholder accounts. OppenheimerFunds has operated as an investment
adviser since 1959. Oppenheimer Acquisition Corp., a holding company that is
owned in part by senior officers of the OppenheimerFunds and controlled by
MassMutual. OppenheimerFunds' address is Two World Trade Center, New York, New
York 10048.

Oppenheimer Money Fund

The Money Fund seeks the maximum current income from investments in "money
market" securities consistent with low capital risk and the maintenance of
liquidity. Its shares are neither insured nor guaranteed by the U.S. government,
and there is no assurance that this Fund will be able to maintain a stable net
asset of $1.00 per share.

Voting Rights

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In accordance with its view of present applicable law, the Company will vote the
shares of the Eligible Investments held in the Separate Account at meetings of
the shareholders in accordance with instructions received from persons having
the voting interest in the Separate Account. The Company will vote shares for
which it has not received instructions, as well as shares attributable to it, in
the same proportion as it votes shares for which it has received instructions.
The Eligible Investments do not hold regular meetings of shareholders.

The number of shares which a person has a right to vote will be determined as of
a date to be chosen by the Company not more than sixty (60) days prior to a
shareholder meeting of any of the Eligible Investments. Voting instructions will
be solicited by written communication at least ten (10) days prior to the
meeting.

Substitution Of Securities

If the shares of any Eligible Investment are no longer available for investment
by the Separate Account or, if in the judgment of the Company's Board of
Directors, further investment in the shares should become inappropriate in view
of the purpose of the Certificates, the Company may limit further purchase of
such shares or may substitute shares of another Eligible Investment for shares
already purchased under the Certificates. No substitution of securities may take
place without prior approval of the Securities and Exchange Commission or other
applicable regulatory authority and under the requirements such authority may
impose.

Charges And Deductions

Various charges and deductions are made from the Certificate Value and the
Separate Account. These charges and deductions are described below:

Deduction For Mortality And Expense Risk Charge

Each Valuation Period, the Company deducts a Mortality and Expense Risk Charge
which is equal, on an annual basis, to 0.38% of the average daily net asset
value of the Separate Account. The Company may increase this charge; however,
the maximum Mortality and Expense Risk Charge will not exceed 1.25% of the
average daily net asset value of the Separate Account. In the event of an
increase, the Company will give Participants 90 days prior notice of the
increase. The mortality risks assumed by the Company arise from its contractual
obligation to make Annuity Payments after the Annuity Date (determined in
accordance with the Annuity Option chosen by the Participant) regardless of how
long all Annuitants live. This assures that neither an Annuitant's own
longevity, nor an improvement in life expectancy greater than expected, will
have any adverse effect on the Annuity Payments the Annuitant will receive under
the Certificate. Further, the Company bears a mortality risk in that it
guarantees the annuity purchase rates for the Annuity Options under the
Certificate whether for a Fixed Annuity or a Variable Annuity. Also there is a
mortality risk borne by the Company with respect to the death benefit. The
expense risk assumed by the Company is that all actual expenses involved in
administering the Certificates, including Certificate maintenance costs,
administrative costs, mailing costs, data processing costs, legal fees,
accounting fees, filing fees and the costs of other services may exceed the
amount recovered from the Annual Certificate Maintenance Charge and the
Administrative Charge.

If the Mortality and Expense Risk Charge is insufficient to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount deducted
proves more than sufficient, the excess will be a profit from this charge.

Deduction For Administrative Charge

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Each Valuation Period, the Company deducts an Administrative Charge which is
equal, on an annual basis, to 0.01% of the average daily net asset value of the
Separate Account. The Company may increase this charge; however, the maximum
Administrative Charge will not exceed 0.25% of the average daily net asset value
of the Separate Account. In the event of an increase, the Company will give
Participants 90 days prior notice of the increase. This charge, together with
the Annual Certificate Maintenance Charge (see below), is to reimburse the
Company for the expenses it incurs in the establishment and maintenance of the
Certificates and the Separate Account. These expenses include but are not
limited to: preparation of the Certificates, confirmation statements, annual and
periodic reports, maintenance of Participant records, maintenance of Separate
Account records, administrative personnel costs, mailing costs, data processing
costs, legal fees, accounting fees, filing fees, the costs of other services
necessary for Participant servicing and all accounting, valuation, regulatory
and reporting requirements. Since this charge is an asset-based charge, the
amount of the charge attributable to a particular Certificate may have no
relationship to the administrative costs actually incurred by that Certificate.
The Company does not intend to profit from this charge.

This charge will be reduced to the extent that the amount of this charge is in
excess of that necessary to reimburse the Company for its administrative
expenses.

Deduction For Annual Certificate Maintenance Charge

Currently, the Annual Certificate Maintenance Charge is $35 each Certificate
Year and is deducted on the last day of the Certificate Year. This charge may be
increased but it will not exceed $60 per Certificate Year. In the event of an
increase, the Company will give Participants 90 days prior notice of the
increase. If a total withdrawal is made on other than the last day of the
Certificate Year, the full Annual Certificate Maintenance Charge will be
deducted at the time of the total withdrawal. The Annual Certificate Maintenance
Charge will be deducted from the Sub-Accounts in the same proportion that the
amount of the Certificate Value in each Sub-Account bears to the total
Certificate Value. If the Annuity Date is not the last day of the Certificate
Year, then a pro-rata portion of the Annual Certificate Maintenance Charge will
be deducted on the Annuity Date. During the Annuity Period, unless otherwise
elected the Annual Certificate Maintenance Charge will be deducted pro-rata from
Annuity Payments and will result in a reduction of each Annuity Payment. The
Company has set this charge at a level so that, when considered in conjunction
with the Administrative Charge (see above), it will not make a profit from the
charges assessed for administration.

Deduction For Premium And Other Taxes

Currently, any Premium Taxes relating to the Certificates will be deducted from
the Purchase Payments or from Certificate Value when incurred. The Company will,
in its sole discretion, determine when Premium Taxes have resulted from: the
investment experience of the Separate Account; receipt by the Company of the
Purchase Payments; or commencement of Annuity Payments. Premium Taxes generally
range from 0% to 3.5%. The Company will deduct any withholding taxes required by
applicable law.

The Company reserves the right to establish a provision for federal income taxes
if it determines, in its sole discretion, that it will incur a tax as a result
of the operation of the Separate Account. The Company will deduct for any income
taxes incurred by it as a result of the operation of the Separate Account
whether or not there was a provision for taxes and whether or not it was
sufficient. The Company is not currently making any provision for federal income
taxes.

Deduction For Eligible Investment Expenses

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<PAGE>

There are other deductions from and expenses paid out of the assets of the
Eligible Investments, including amounts paid for advisory and operating fees,
which are described in the accompanying Prospectuses for the Eligible
Investments.

Deduction For Transfer Fee

Subject to certain minimums and to any limitations imposed by the Company on the
number of transfers (currently, unlimited during the Accumulation Period and six
(6) during the Annuity Period) Participants may transfer all or part of the
Participant's interest in a Sub-Account to another Sub-Account or during the
Annuity Period from a Sub-Account to the General Account without the imposition
of any fee or charge if there have been no more than the number of free
transfers permitted. If more than the number of free transfers have been made,
the Company will deduct a Transfer Fee for each subsequent transfer permitted.
The Transfer Fee is the lesser of $20 or 2% of the amount transferred. Transfers
made by the Company at the end of the Right to Examine Certificate period will
not be counted in determining the application of the Transfer Fee. All transfers
made during a Valuation Period are deemed to be one transfer.

The Contract And Certificates

Contract Owner

The Contract Owner is the person(s) or entities entitled to ownership rights
stated in the Contract and not otherwise delegated to the Participant. The
Contract Owner is usually an employer or other sponsor of a group consisting of
the Participants. If the Contract is purchased in connection with an employee
benefit plan, the plan may govern which ownership rights under the Contract are
delegated to Participants and which are left with the Contract Owner.

Participant

The Participant is the person(s) or entity(ies) entitled to ownership rights
stated in the Certificate. The Participant is the person designated as such on
the Issue Date, unless changed.

The Participant may change owners at any time prior to the Annuity Date by
Written Request. A change of Participant will automatically revoke any prior
designation of Participant. The change will become effective as of the date the
Written Request is received. A new designation of Participant will not apply to
any payment made or action taken by the Company prior to the time it was
received. Any change of Participant is subject to the Company's underwriting
rules then in effect. (See Tax Status - General.)

Joint Participants

The Certificate can be owned by Joint Participants. If Joint Participants are
named, any Joint Participant must be the spouse of the other Participant. Upon
the death of either Participant, the surviving spouse will be the Primary
Beneficiary. Any other Beneficiary designation on record at the time of death
will be treated as a Contingent Beneficiary unless otherwise indicated in a
Written Request. Unless otherwise specified in the application for the
Certificate, if there are Joint Participants both signatures will be required
for all Participant transactions except telephone transfers. If the telephone
transfer option is elected and there are Joint Participants, either Joint
Participant can give telephone instructions.

Annuitant

The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by the Participant at the Issue Date, unless
changed prior to the Annuity Date. The Annuitant may

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<PAGE>

not be changed in a Certificate which is owned by a non-natural person. Any
change of Annuitant is subject to the Company's underwriting rules then in
effect. In the case of certain Qualified Certificates the Participant must be
the Annuitant.

Assignment

A Written Request specifying the terms of an assignment of the Certificate must
be provided to the Annuity Service Center. Until the Written Request is
received, the Company will not be required to take notice of or be responsible
for any transfer of interest in the Certificate by assignment, agreement, or
otherwise. The Company will not be responsible for the validity or tax
consequences of any assignment. Any assignment made after the death benefit has
become payable will be valid only with the Company's consent. If the
Certificate is assigned, the Participant's rights may only be exercised with the
consent of the assignee of record. The consent of any Irrevocable Beneficiaries
is required before assignment of proceeds can happen.

Purchase Payments And Certificate Value

Purchase Payments

Initial Purchase Payment is due on the Issue Date. The minimum initial Purchase
Payment the Company will accept is $100,000. The minimum subsequent Purchase
Payment the Company will accept is $10,000, unless the Participant has elected
the automatic investment option in which case the Company will accept a minimum
of $5,000. The maximum total Purchase Payment is $5 million. Purchase Payments
above these amounts must be pre-approved by the Company. The Company reserves
the right to reject any Application or Purchase Payment.

Allocation Of Purchase Payments

The allocation of the initial Purchase Payment is made in accordance with the
selection made by the Participant at the time the Certificate is issued, except
in the circumstances described under Right to Examine Certificate. In those
circumstances, the Company will allocate initial Purchase Payments to the Money
Market Sub-Account until the expiration of the Right to Examine Certificate
period. Upon expiration, the Certificate Value will be reallocated in accordance
with the Participant's selection. Unless otherwise changed by Written Request by
the Participant, subsequent Purchase Payments are allocated in accordance with
the same selection as the initial Purchase Payment.

If the Purchase Payments and forms required to issue a Certificate are in good
order, the initial Purchase Payment will be credited to the Certificate within
(2) business days after receipt at the Annuity Service Center. Additional
Purchase Payments will be credited to the Certificate as of the Valuation Period
when they are received. If the forms required to issue a Certificate are not in
good order the Company will attempt to get them in good order or the Company
will return the forms and the Purchase Payment within five (5) business days,
unless it has been authorized otherwise by the purchaser.

Certificate Value

The Certificate Value is the sum of the Participant's interest in the Sub-
Accounts for any Valuation Date during the Accumulation Period. It will
fluctuate from one Valuation Period to the next, and may be more or less than
aggregate Purchase Payments made. The Participant's interest in a Sub-Account is
determined by multiplying the number of Accumulation Units credited to the
Certificate by the Accumulation Unit Value for that Sub-Account.

Accumulation Units

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<PAGE>

During the Accumulation Period, Accumulation Units shall be used to account for
all amounts allocated to or withdrawn from the Sub-Accounts of the Separate
Account as a result of Purchase Payments, withdrawals, transfers, or fees and
charges. The Company will determine the number of Accumulation Units of a Sub-
Account purchased or canceled. This will be done by dividing the amount
allocated to (or the amount withdrawn from) the Sub-Account by the dollar value
of one Accumulation Unit of the Sub-Account as of the end of the Valuation
Period during which the request for the transaction is received at the Annuity
Service Center.

Accumulation Unit Value

The Accumulation Unit Value for each Sub-Account was arbitrarily set initially
at $10. Subsequent Accumulation Unit Values for each Sub-Account are determined
for each Valuation Period by multiplying the Accumulation Unit Value for the
immediately preceding Valuation Period by the Net Investment Factor for the Sub-
Account for the current Valuation Period.

The Net Investment Factor for each Sub-Account is determined by dividing A by B
and subtracting C where:

A is (i) the net asset value per share of the fund or portfolio of an Eligible
Investment held by the Sub-Account for the current Valuation Period; plus (ii)
any dividend per share declared on behalf of such fund or portfolio of an
Eligible Investment that has an ex-dividend date within the current Valuation
Period; less (iii) the cumulative charge or credit for taxes reserved which is
determined by the Company to have resulted from the operation or maintenance of
the Sub-Account.

B is the net asset value per share of the fund or portfolio held by the Sub-
Account for the immediately preceding Valuation Period.

C is the cumulative charge for the Mortality and Expense Risk Charge and for the
Administrative Charge.

The Accumulation Unit Value may increase or decrease from Valuation Period to
Valuation Period.

Transfers

Transfers During The Accumulation Period

Subject to certain limitations imposed by the Company on the number of transfers
(currently, unlimited) that can be made during the Accumulation Period, the
Participant may transfer all or part of the Participant's interest in a Sub-
Account by Written Request. No fee will be imposed if there have been no more
than the number of free transfers allowed (currently, twelve (12) per calendar
year). All transfers are subject to the following:

1. If more than the number of free transfers have been made, the Company will
deduct a Transfer Fee, (see Charges and Deductions - Deduction for Transfer Fee)
for each subsequent transfer permitted. The Transfer Fee will be deducted from
the Participant's interest in the Sub-Account from which the transfer is made.
However, if the Participant's entire interest in a Sub-Account is being
transferred, the Transfer Fee will be deducted from the amount which is
transferred. If Certificate Values are being transferred from more than one Sub-
Account, any Transfer Fee will be allocated to those Sub-Accounts on a pro-rata
basis in proportion to the amount transferred from each Sub-Account.

2. The minimum amount which can be transferred is $10,000 (from one or
multiple Sub-Accounts) or the Participant's entire interest in the Sub-Account,
or the minimum amount permitted by applicable state law, if less. The minimum
amount which must remain in a Sub-Account after a transfer is $10,000 or $0 if
the entire amount in the Sub-Account is transferred.

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<PAGE>

3. The Certificate provides that the Company reserves the right, at any time
and without prior notice to any party, to terminate, suspend or modify the
transfer privilege described above. However, the Company has agreed to give
prior notice to OFFITBANK of any proposed termination, suspension or
modification of the transfer privilege.

Participants can elect to make transfers by telephone. To do so, Participants
must submit a completed Written Request electing the telephone transfer
privilege. The Company will use reasonable procedures to confirm that
instructions communicated by telephone are genuine. If it does not, the Company
may be liable for any losses due to unauthorized or fraudulent instructions. The
Company may tape record all telephone instructions. The Company will not be
liable for any loss, liability, cost or expense incurred by the Participant for
acting in accordance with such telephone instructions believed to be genuine.
The telephone transfer privilege may be discontinued at any time by the Company.

If there are Joint Participants, unless the Company is informed to the contrary,
telephone instructions will be accepted from either of the Joint Participants.

Transfers During The Annuity Period

During the Annuity Period, the Participant may make transfers (currently, six
(6) per calendar year), by Written Request, as follows:

1. The Participant may make transfers of Annuity Reserves between Sub-
Accounts, subject to any limitations imposed by the Company on the number of
transfers (currently, six (6) transfers per calendar year) that can be made
during the Annuity Period. Currently, six (6) transfers permitted per calendar
year during the Annuity Period are free (no Transfer Fee will be imposed).

2. The Participant may, once each Certificate Year, make a transfer from one
or more Sub-Accounts to the General Account. The Participant may not make a
transfer from the General Account to the Separate Account.

3. Transfers of Annuity Reserves between Sub-Accounts will be made by
converting the number of Annuity Units attributable to the Annuity Reserves
being transferred to the number of Annuity Units of the Sub-Account to which the
transfer is made, so that the next Annuity Payment if it were made at that time
would be the same amount that it would have been without the transfer.
Thereafter, Annuity Payments will reflect changes in the value of the new
Annuity Units.

The amount transferred to the General Account from a Sub-Account will be based
on the Annuity Reserves for the Participant in that Sub-Account. Transfers to
the General Account will be made by converting the Annuity Units being
transferred to purchase fixed Annuity Payments under the Annuity Option in
effect and based on the Age of the Annuitant at the time of the transfer.

4. The minimum amount which can be transferred is $10,000 or the
Participant's entire interest in the Sub-Account, or the minimum amount
permitted by applicable state law, if less. The minimum amount which must remain
in a Sub-Account after a transfer is $10,000 or $0 if the entire amount in the
Sub-Account is transferred.

5. The Certificate provides that the Company reserves the right, at any time
and without prior notice to any party, to terminate, suspend or modify the
transfer privilege described above. However, the Company has agreed to give
prior notice to OFFITBANK of any proposed termination, suspension or
modification of the transfer privilege.

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If there are Joint Participants, unless the Company is informed to the contrary,
telephone instructions will be accepted from either of the Joint Participants.

Withdrawals

During the Accumulation Period, the Participant may, upon a Written Request,
make a total or partial withdrawal of the Certificate Withdrawal Value. The
Certificate Withdrawal Value is:

1. The Certificate Value as of the end of the Valuation Period during which a
Written Request for a withdrawal is received; less

2. Any applicable Premium Taxes not previously deducted; less

3. The Annual Certificate Maintenance Charge, if any; less

4. Any Purchase Payments credited to the Certificate when based upon checks
that have not cleared the drawer bank.

A withdrawal will result in the cancellation of Accumulation Units from each
applicable Sub-Account in the ratio that the Participant's interest in the Sub-
Account bears to the total Certificate Value. The Participant must specify by
Written Request in advance which Sub-Account Units are to be canceled if other
than the above method is desired. If the Participant makes a total withdrawal,
all of the Participant's rights and interests in the Certificate will terminate.

The Company will pay the amount of any withdrawal within seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of Payments
provision is in effect (or unless a shorter period is required under applicable
law or regulation). Each partial withdrawal must be for at least $10,000 or the
Participant's entire interest in the Sub-Account, if less. The minimum
Certificate Value which must remain in the Certificate after a partial
withdrawal is $50,000. The Company reserves the right to limit the number of
partial withdrawals that can be made from a Certificate. Currently, there are no
limitations on the number of partial withdrawals. Certain tax withdrawal
penalties and restrictions may apply to withdrawals from Certificates. (See Tax
Status.)

Systematic Withdrawals

The Company permits a Systematic Withdrawal Plan which enables a Participant to
pre-authorize (by providing the Company with a Written Request) a periodic
exercise of the contractual withdrawal rights. Systematic withdrawals are made
on any monthly date specified by the Participant (or the next following
Valuation Date if the monthly date is not a Valuation Date). If no start date is
selected, the Company will automatically begin systematic withdrawals within
five (5) business days after the Written Request is received. Participants must
be 59 1/2 or older to participate in the program. A minimum Certificate
Value of $100,000 at the time the Systematic Withdrawal Plan is elected is
required. Certain tax penalties may apply to withdrawals from the Certificates
(See Tax Status - Tax Treatment of Withdrawals - Qualified Certificates.)
Participants can choose the frequency at which withdrawals will be made, i.e.,
monthly, quarterly, semi-

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<PAGE>

annually or annually. The amount will be withdrawn proportionately from each
Sub-Account held under the Certificate unless otherwise directed by the
Participant.

Changes to selections made by the Participant may be made by Written Request.
The Systematic Withdrawal Option will terminate if: (i) the total Certificate
Value is withdrawn; (ii) the last withdrawal as selected by the Participant has
been made; (iii) there is insufficient Certificate Value in the Sub-Account to
complete the withdrawal; (iv) Annuity Payments have commenced; or (v) a Written
Request from the Participant to terminate the option has been received at the
Annuity Service Center at least (5) business days prior to the next withdrawal
request. Participants who elect to terminate the Systematic Withdrawal Plan may
re-institute the Plan by Written Request.

Participants currently participating in the automatic premium system may not
simultaneously participate in the Systematic Withdrawal Plan. All the provisions
relating to withdrawals contained in the Certificate are applicable to the
Systematic Withdrawal Plan.

Suspension Or Deferral Of Payments

The Company reserves the right to suspend or postpone payments for a withdrawal
or transfer for any period when:

1. The New York Stock Exchange is closed (other than customary weekend and
holiday closings);

2. Trading on the New York Stock Exchange is restricted;

3. An emergency exists as a result of which disposal of securities held in the
Separate Account is not reasonably practicable or it is not reasonably
practicable to determine the value of the Separate Account's net assets; or

4. During any other period when the Securities and Exchange Commission, by
order, so permits for the protection of Participants;

provided that applicable rules and regulations of the Securities and Exchange
Commission will govern as to whether the conditions described in (2) and (3)
exist.

Proceeds Payable On Death

Death Of Participant During The Accumulation Period

Upon the death of the Participant or a Joint Participant during the Accumulation
Period, the death benefit will be paid to the Primary Beneficiary designated by
the Participant. Upon the death of a Joint Participant, the surviving Joint
Participant, if any, will be treated as the Primary Beneficiary. Any other
Beneficiary designation on record at the time of death will be treated as a
Contingent Beneficiary, unless previously changed by Written Request.

A Beneficiary may request that the death benefit be paid under one of the Death
Benefit Options below. If the Beneficiary is the spouse of the Participant he or
she may elect to continue the Certificate at the then current Certificate Value
(which may be less than the Death Benefit) in his or her own name and exercise
all the Participant's rights under the Certificate. In the event of the
simultaneous death of Joint Participants, death benefits will be determined in
accordance with state law.

Death Benefit Amount During The Accumulation Period

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The death benefit during the Accumulation Period will be the Certificate Value
determined and paid as of the end of the Valuation Period during which the
Company receives both due proof of death and an election of the payment method.

Death Benefit Options During The Accumulation Period

A non-spousal Beneficiary must elect the death benefit to be paid under one of
the following options in the event of the death of the Participant during the
Accumulation Period:

Option 1 - lump sum payment of the death benefit; or

Option 2 - the payment of the entire death benefit within five (5) years of the
date of the death of the Participant; or

Option 3 - payment of the death benefit under an Annuity Option over the
lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one (1) year of
the date of death of the Participant or any Joint Participant.

Any portion of the death benefit not applied under Option 3 within one (1) year
of the date of the Participant's death, must be distributed within five (5)
years of the date of death.

A spousal Beneficiary may elect to continue the Certificate in his or her own
name, elect a lump sum payment of the death benefit or apply the death benefit
to an Annuity Option.

If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments Provision is in effect.

Payment to the Beneficiary, other than in a lump sum, may only be elected during
the sixty-day period beginning with the date of receipt by the Company of proof
of death.

Death Of Participant During The Annuity Period

If the Participant or a Joint Participant, who is not the Annuitant, dies during
the Annuity Period, any remaining payments under the Annuity Option elected will
continue to be made at least as rapidly as under the method of distribution in
effect at such Participant's death. Upon the death of a Participant during the
Annuity Period, the Beneficiary becomes the Participant.

Death Of Annuitant

Upon the death of the Annuitant, who is not a Participant, during the
Accumulation Period, the Participant may designate a new Annuitant, subject to
the Company's underwriting rules then in effect. If no designation is made
within 30 days of the death of the Annuitant, the Participant will become the
Annuitant. If the Participant is a non-natural person, the death of the
Annuitant will be treated as the death of the Participant and a new Annuitant
may not be designated. (See Death of Participant During Accumulation Period.)

Upon the death of the Annuitant on or after the Annuity Date, the death benefit,
if any, will be as specified in the Annuity Option elected. Death benefits will
be paid at least as rapidly as under the method of distribution in effect at the
Annuitant's death.

Payment Of Death Benefit

The Company will require due proof of death before any death benefit is paid.
Due proof of death will be:

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<PAGE>

1. a certified death certificate;

2. a certified decree of a court of competent jurisdiction as to the finding
of death; or

3. any other proof satisfactory to the Company.

All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.

Beneficiary

The Beneficiary designation in effect on the Issue Date will remain in effect
until changed. Unless the Participant provides otherwise, the death benefit will
be paid in equal shares to the Beneficiary(ies) as follows:

1. to the Primary Beneficiary(ies) who survive the Participant's and/or the
Annuitant's death, as applicable; or if there are none

2. to the Contingent Beneficiary(ies) who survive the Participant's and/or the
Annuitant's death, as applicable; or if there are none

3. to the estate of the Participant.

Beneficiaries may be named irrevocably. In that case a change of Beneficiary
requires the consent of any irrevocable Beneficiary. If an irrevocable
Beneficiary is named, the Participant retains all other contractual rights.

Change Of Beneficiary

Subject to the rights of any irrevocable Beneficiary(ies), the Participant may
change the Primary Beneficiary(ies) or Contingent Beneficiary(ies). A change may
be made by Written Request. The change will take effect as of the date the
notice is signed. The Company will not be liable for any payment made or action
taken before it records the change.

Annuity Provisions

Annuity Guidelines

Once the Certificate reaches the Annuity Date, the following guidelines apply:

1. The Participant may elect to have the Certificate Value applied to provide
a Variable Annuity, a Fixed Annuity, or a combination Fixed and Variable
Annuity. If a combination is elected, the Participant must specify what part of
the Certificate Value is to be applied to the Fixed and Variable options.

2. The amount applied to an Annuity Option on the Annuity Date, excluding any
death benefit proceeds applied to an Annuity Option, is equal to the Certificate
Value minus any applicable Premium Tax and Annual Certificate Maintenance
Charge.

3. If the amount to be applied under an Annuity Option is less than $2,000,
the Company reserves the right to pay the amount in a lump sum. If any Annuity
Payment is less than $100, the Company reserves the right to change the payment
basis to equivalent quarterly, semi-annual or annual payments.

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<PAGE>

4. Participants select an Annuity Date at the Issue Date. Participants may
change the Annuity Date at any time prior to the Annuity Date by Written Request
30 days prior to the new Annuity Date. The Annuity Date must be the first day of
a calendar month. The Annuity Date cannot be earlier than five years after the
Issue Date. The latest permitted Annuity Date is the earlier of: (i) the 90th
birthday of the Owner or Annuitant or the oldest Joint Annuitant; or (ii) the
latest date permitted under state law.

5. If no Annuity Option has been chosen at least thirty (30) calendar days
before the Annuity Date, the Company will make payments to the Annuitant under
Option B, with 10 years of payments guaranteed. Unless specified otherwise, the
then Certificate Value shall be used to provide a Variable Annuity.

Annuity Payments

The Company will make Annuity Payments beginning on the Annuity Date, provided
no death benefit has become payable and the Participant has by Written Request
selected an available Annuity Option and payment schedule. Except as otherwise
agreed to by the Participant and the Company, Annuity Payments will be payable
monthly unless another Annuity Payment frequency is selected by the Participant.
The Annuity Option and frequency of Annuity Payments may not be changed by the
Participant after Annuity Payments begin. Unless the Participant specifies
otherwise, the payee of the Annuity Payments shall be the Annuitant.

If the amount of the Annuity Payment will depend on the Age or sex of the
Annuitant, the Company reserves the right to ask for satisfactory proof of the
Annuitant's (or Joint Annuitant's, if any) Age and sex. The Company reserves the
right to delay Annuity Payments until acceptable proof is received.

The Mortality and Expense Risk Charge is assessed during both the Accumulation
Period and Annuity Period. The Company will continue to assess the Mortality and
Expense Risk Charge during payment of an Annuity Option that does not involve
life contingency even though the Company no longer bears any mortality risk on
such payment obligation.

Fixed Annuity

A Fixed Annuity provides for payments which do not fluctuate based on investment
performance.

Fixed Annuity payments shall be determined by applying the Annuity Purchase
Rates set forth in the Fixed Annuity Rate Tables contained in the Certificate to
the portion of the Certificate Value allocated to the Fixed Annuity Option
selected by the Participant.

Variable Annuity

A Variable Annuity provides for payments which may fluctuate based on the
investment performance of the Sub-Accounts of the Separate Account. Variable
Annuity Payments will be based on the Sub-Accounts' Annuity Units credited to
the Variable Annuity Option.

Annuity Units And Payments

The dollar amount of each Variable Annuity payment depends on the number of
Annuity Units credited to that Annuity Option, and the value of those Units. The
number of Annuity Units is determined as follows:

1. The number of Annuity Units credited in each Sub-Account will be
determined by dividing the product of the portion of the Certificate Value to be
applied to the Sub-Account and the Annuity Purchase Rate by the value of one
Annuity Unit in that Sub-Account on the Annuity Date. The purchase rates are set
forth in the Variable Annuity Rate Tables in the Certificate.
<PAGE>

2. For each Sub-Account, the amount of each Annuity Payment equals the
product of the Annuitant's number of Annuity Units and the Annuity Unit Value on
the payment date. The amount of each payment may vary.

Annuity Unit Value

The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily set initially at $10.

The Sub-Account Annuity Unit Value at the end of any subsequent Valuation Period
is determined as follows:

1. The Net Investment Factor for the current Valuation Period is multiplied
by the value of the Annuity Unit for the Sub-Account for the immediately
preceding Valuation Period.

2. The result in (1) is then divided by an assumed investment rate factor.
The assumed investment rate factor equals 1.00 plus the assumed investment rate
for the number of days since the preceding Valuation Date. The assumed
investment rate is based on an effective annual rate of 4%.

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.

Annuity Options

The Participant may choose periodic Fixed and/or Variable Annuity Payments under
any one of the Annuity Options described below. The Company may consent to other
plans of payment before the Annuity Date.

The following Annuity Options are available:

Annuity Option A - Life Income

Periodic payments will be made as long as the Annuitant lives. UNDER THIS OPTION
IT WOULD BE POSSIBLE FOR ONLY ONE (1) ANNUITY PAYMENT TO BE MADE IF THE
ANNUITANT WERE TO DIE BEFORE THE DUE DATE OF THE SECOND ANNUITY PAYMENT; ONLY
TWO (2) ANNUITY PAYMENTS IF THE ANNUITANT WERE TO DIE BEFORE THE DUE DATE OF THE
THIRD ANNUITY PAYMENT; AND SO FORTH.

Annuity Option B - Life Income with Period Certain

Periodic payments will be made for a guaranteed period, or as long as the
Annuitant lives, whichever is longer. The guaranteed period may be five (5), ten
(10) or twenty (20) years. If the Beneficiary does not desire payments to
continue for the remainder of the guaranteed period, he/she may elect to have
the present value of the guaranteed Annuity Payments remaining commuted and paid
in a lump sum.

Annuity Option C - Joint and Last Survivor Payments

Periodic payments will be made during the joint lifetime of two Annuitants
continuing in the same amount during the lifetime of the surviving Annuitant.
UNDER THIS OPTION IT WOULD BE POSSIBLE FOR ONLY ONE (1) ANNUITY PAYMENT TO BE
MADE IF BOTH ANNUITANTS WERE TO DIE BEFORE THE DUE DATE OF THE SECOND ANNUITY
PAYMENT; ONLY TWO (2) ANNUITY PAYMENTS IF BOTH ANNUITANTS WERE TO DIE BEFORE THE
DUE DATE OF THE THIRD ANNUITY PAYMENT; AND SO FORTH.

Annuity Option D - Joint and 2/3 Survivor Annuity

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<PAGE>

Periodic payments will be made during the joint lifetime of two Annuitants.
Payments will continue during the lifetime of the surviving Annuitant and will
be computed on the basis of two-thirds of the Annuity Payment (or Units) in
effect during the joint lifetime. UNDER THIS OPTION IT WOULD BE POSSIBLE FOR
ONLY ONE (1) ANNUITY PAYMENT TO BE MADE IF BOTH ANNUITANTS WERE TO DIE BEFORE
THE DUE DATE OF THE SECOND ANNUITY PAYMENT; ONLY TWO (2) ANNUITY PAYMENTS IF
BOTH ANNUITANTS WERE TO DIE BEFORE THE DUE DATE OF THE THIRD ANNUITY PAYMENT;
AND SO FORTH.

Annuity Option E - Period Certain

Periodic payments will be made for a specified period that must be at least five
(5) years and not be more than thirty (30) years. If the Participant does not
desire payments to continue for the remainder of the guaranteed period, he/she
may elect to have the present value of the remaining payments commuted and paid
in a lump sum or as an Annuity Option purchased at the date of such election.

Annuity Option F - Special Income Settlement Agreement

The Company will pay the proceeds in accordance with terms agreed upon in
writing by the Participant and the Company.

Distribution

The Contract and Certificates will be sold by licensed insurance agents in those
states where the Contract and Certificates may be lawfully sold. Such agents
will be registered representatives of broker-dealers registered under the
Securities Exchange Act of 1934 who are members of the National Association of
Securities Dealers, Inc. and who have entered into distribution agreements with
the Company and the principal underwriter (Distributor) for the Certificate. MML
Distributors, LLC ("MML Distributors") formerly known as Connecticut Mutual
Financial Services, LLC. (the "Distributor"), a wholly-owned subsidiary of the
Company serves as the principal underwriter for the Certificates. The
Distributor is located at 1414 Main Street, Springfield, Massachusetts 01144-
1013. The Distributor is registered with the Securities and Exchange Commission
as a broker-dealer and is a member of the National Association of Securities
Dealers, Inc. No compensation is paid to selling broker-dealers for sales of the
Certificates.

It is anticipated that the offering of the Certificates will be continuous.

Performance Information

Money Market Sub-Account

From time to time, the Company may advertise its "yield" and "effective yield"
of the Money Market Sub-Account. Both yield figures are based on historical
earnings and are not intended to indicate future performance. The "yield" of the
Money Market Sub-Account refers to the income generated by Certificate Values in
the Money Market Sub-Account over a seven-day period (which period will be
stated in the advertisement). This income is "annualized." That is, the amount
of income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
Certificate Values in the Money Market Sub-Account. The "effective yield" is
calculated similarly. However, when annualized, the income earned by Certificate
Values is assumed to be reinvested. This results in the "effective yield" being
slightly higher than the "yield" because of the compounding effect of the
assumed reinvestment. The yield figure will reflect the deduction of any asset-
based charges and any applicable Annual Certificate Maintenance Charge, but not
Premium Taxes.

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<PAGE>

Other Sub-Accounts

From time to time, the Company may advertise performance data for the various
other Sub-Accounts under the Certificate. Such data will show the percentage
change in the value of a Sub-Account's Accumulation Unit based on the
performance of the underlying investment vehicle over a period of time, usually
a calendar year, determined by dividing the increase (decrease) in value for
that Unit by the Accumulation Unit value at the beginning of the period. This
percentage figure will reflect the deduction of any asset-based charges and any
applicable Annual Certificate Maintenance Charges under the Certificate, but not
Premium Taxes.

Any advertisement will include total return figures calculated as described in
the Statement of Additional Information. The total return figures reflect the
deduction of any applicable Annual Certificate Maintenance Charge, as well as
any asset-based charges, but not Premium Taxes.

The Company may make available yield information with respect to some of the
Sub-Accounts. Such yield information will be calculated as described in the
Statement of Additional Information. The yield information will reflect the
deduction of any applicable Annual Certificate Maintenance Charge as well as any
asset-based charges.

The Company may also show historical Accumulation Unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual Accumulation Unit values or values since Fund inception.

In addition, the Company may distribute sales literature which compares the
percentage change in Accumulation Unit values for any of the Sub-Accounts
against established market indices such as the Standard & Poor's 500 Composite
Stock Price Index, the Dow Jones Industrial Average or other management
investment companies which have investment objectives similar to the underlying
Portfolio being compared. The Standard & Poor's 500 Composite Stock Price Index
is an unmanaged, unweighted average of 500 stocks, the majority of which are
listed on the New York Stock Exchange. The Dow Jones industrial Average is an
unmanaged, weighted average of thirty blue chip industrial corporations listed
on the New York Stock Exchange. Both the Standard & Poor's 500 Composite Stock
Price Index and the Dow Jones Industrial Average assume quarterly reinvestment
of dividends. In addition, the Company may, as appropriate, compare each Sub-
Account's performance to that of other types of investments such as certificates
of deposit, savings accounts and U.S. Treasuries, or to certain interest rate
and inflation indices, such as the Consumer Price Index, which is published by
the U.S. Department of Labor and measures the average change in prices over time
of a fixed "market basket" of certain specified goods and services. Similar
comparisons of Sub-Account performance may also be made with appropriate indices
measuring the performance of a defined group of securities widely recognized by
investors as representing a particular segment of the securities markets. For
example, Sub-Account performance may be compared with Donoghue Money Market
Institutional Averages (money market rates), Lehman Brothers Corporate Bond
Index (corporate bond interest rates) or Lehman Brothers Government Bond Index
(long-term U.S. Government obligation interest rates).

The Company may also distribute sales literature which compares the performance
of the Certificates and Insurance Investment Products Trust with the
Certificates issued through the separate accounts of other insurance companies
and their underlying funds. Such information will be derived from the Lipper
Variable Insurance Products Performance Analysis Service, the VARDS Report or
from Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is published
by Lipper Analytical Services, Inc., a publisher of statistical data which
currently tracks the performance of almost 4,000 investment companies. The
rankings compiled by Lipper may or may not reflect the deduction of asset-based
insurance charges. The Company's sales literature utilizing these rankings will
indicate whether or not such charges have been deducted. Where the charges have
not been deducted, the sales literature will indicate that if the charges had
been deducted, the ranking might have been lower.

29
<PAGE>

The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Atlanta and published by Financial
Planning Resources, Inc. The VARDS rankings may or may not reflect the deduction
of asset-based insurance charges. The Company's sales literature utilizing these
rankings will indicate which charges had been deducted. Where the charges have
not been deducted, the sales literature will indicate that if the charges had
been deducted, the ranking might have been lower.

Morningstar rates mutual funds used with variable Certificates against its peers
with similar investment objectives. Morningstar does not rate any mutual fund
that has less than three years of performance data. The Company's sales
literature utilizing these rankings will indicate whether they reflect the
reduction of asset-based insurance charges. Where the charges have not been
deducted, the sales literature will indicate that if the charges had been
deducted, the ranking might have been lower.

Tax Status

General

Note: the following description is based upon the Company's understanding of
current federal income tax law applicable to annuities in general. The Company
cannot predict the probability that any changes in such laws will be made.
Purchasers are cautioned to seek competent tax advice regarding the possibility
of such changes. This discussion is based upon C.M. Life's understanding of the
present Federal income tax laws as they are currently interpreted by the
Internal Revenue Service. No representation is made as to the likelihood of the
continuation of the present Federal income tax laws, or of the current
interpretation by the Internal Revenue Service. It should be further understood
that the following discussion is not exhaustive and that special rules not
described in this prospectus may be applicable in certain situations. Moreover,
no attempt has been made to consider any applicable state or other tax laws.

Section 72 of the Code governs taxation of annuities in general. A Participant
is generally not taxed on increases in the value of a Certificate until
distribution occurs, either in the form of a lump sum payment or other non-
periodic distribution or as Annuity Payments under the Annuity Option selected.
For a lump sum payment received as a total withdrawal (total surrender), the
recipient is taxed on the portion of the payment that exceeds the cost basis of
the Certificate. For Non-Qualified Certificates, this cost basis is generally
the Purchase Payments, while for Qualified Certificates there may be no cost
basis. The taxable portion of the lump sum payment is taxed at ordinary income
tax rates.

For Annuity Payments, a portion of each payment in excess of an exclusion amount
is includable in taxable income. The exclusion amount for payments based on a
fixed Annuity Option is determined by multiplying the payment by the ratio that
the cost basis of the Certificate (adjusted for any period certain or refund
feature) bears to the expected return under the Certificate. The exclusion
amount for payments based on a variable Annuity Option is determined by dividing
the cost basis of the Certificate (adjusted for any period certain or refund
guarantee) by the number of years over which the annuity is expected to be paid.
Payments received after the investment in the Certificate has been recovered
(i.e., when the total of the excludable amounts received equal the investment in
the Certificate) are fully taxable. The taxable portion is taxed at ordinary
income tax rates. For certain types of Qualified Plans there may be no cost
basis in the Certificate within the meaning of Section 72 of the Code.
Participants, Annuitants, and Beneficiaries under the Certificates should seek
competent financial advice about the tax consequences of any distributions.

The Company is taxed as a life insurance company under the Code. For federal
income tax purposes, the Separate Account is not a separate entity from the
Company and its operations form a part of the Company.

Diversification

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity certificates. The Code provides that a
variable annuity certificate will not be treated as an annuity

30
<PAGE>

certificate for any period (and any subsequent period) for which the investments
are not, in accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified. Disqualification of
the Certificate as an annuity certificate would result in the imposition of
federal income tax to the Participant with respect to earnings allocable to the
Certificate prior to the receipt of payments under the Certificate. The Code
contains a safe harbor provision which provides that annuity certificates such
as the Certificate meet the diversification requirements if, as of the end of
each quarter, the underlying assets meet the diversification standards for a
regulated investment company and no more than 55% of the total assets consist of
cash, cash items, U.S. Government securities and securities of other regulated
investment companies.

On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg. 1.817-
5), which established diversification requirements for the investment portfolios
underlying variable certificates such as the Certificate. The Regulations
amplify the diversification requirements for variable certificates set forth in
the Code and provide an alternative to the safe harbor provision described
above. Under the Regulations, an investment portfolio will be deemed adequately
diversified if: (1) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (2) no more than 70% of the
value of the total assets of the portfolio is represented by any two
investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments.

The Code provides that, for purposes of determining whether or not the
diversification standards imposed on the underlying assets of variable
certificates by Section 817(h) of the Code have been met, "each United States
Government agency or instrumentality shall be treated as a separate issuer."

The Company intends that all Portfolios of the Trust underlying the Certificates
will be managed by the Investment Adviser for the Trust in such a manner as to
comply with these diversification requirements.

The Treasury Department has indicated that the diversification Regulations do
not provide guidance regarding the circumstances in which Participant control of
the investments of the Separate Account will cause the Participant to be treated
as the owner of the assets of the Separate Account, thereby resulting in the
loss of favorable tax treatment for the Certificate. At this time it cannot be
determined whether additional guidance will be provided and what standards may
be contained in such guidance.

The amount of Participant control which may be exercised under the Certificate
is different in some respects from the situations addressed in published rulings
issued by the Internal Revenue Service in which it was held that the participant
was not the owner of the assets of the separate account. It is unknown whether
these differences, such as the Participant's ability to transfer among
investment choices or the number and type of investment choices available, would
cause the Participant to be considered as the owner of the assets of the
Separate Account resulting in the imposition of federal income tax to the
Participant with respect to earnings allocable to the Certificate prior to
receipt of payments under the Certificate.

In the event any forthcoming guidance or ruling is considered to set forth a new
position, such guidance or ruling would generally be applied only prospectively.
However, if such ruling or guidance was not considered to set forth a new
position, it may be applied retroactively resulting in the Participant being
retroactively determined to be the owner of the assets of the Separate Account.

Due to the uncertainty in this area, the Company reserves the right to modify
the Certificate in an attempt to maintain favorable tax treatment.

Multiple Certificates

The Code provides that multiple Non-Qualified annuity certificates which are
issued within a calendar year to the same Participant by one company or its
affiliates are treated as one annuity certificate for purposes of determining
the tax consequences of any distribution. Such treatment may result in adverse
tax consequences including more rapid taxation of the distributed amounts from
such combination of certificates. Participants

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<PAGE>

should consult a tax adviser prior to purchasing more than one Non-Qualified
annuity Certificate in any calendar year.

Tax Treatment of Assignments

A transfer of ownership, assignment or pledge of a Certificate may be a taxable
event. Participants should therefore consult competent tax advisers should they
wish to transfer, assign or pledge their Certificates.

Income Tax Withholding

All distributions or the portion thereof which is includable in the gross income
of the Participant are subject to federal income tax withholding. Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from non-periodic payments. However, the Participant, in most cases,
may elect not to have taxes withheld or to have withholding done at a different
rate. Special rules limit the ability of a Participant to elect no withholding
where the payee fails to provide a U.S. residence address or federal taxpayer
identification number.

Effective January 1, 1993, certain distributions from Qualified Plans under
Section 401, which are not directly rolled over to another eligible retirement
plan or individual retirement account or individual retirement annuity, are
subject to a mandatory 20% withholding for federal income tax. The 20%
withholding requirement does not apply to: a) distributions for the life or life
expectancy of the participant or joint lives or joint life expectancies of the
participant and a designated beneficiary; or b) distributions for a specified
period of ten (10) years or more; or c) distributions which are required minimum
distributions. Payments that are not eligible for rollover remain subject to the
withholding rules described in the preceding paragraph.

Tax Treatment of Withdrawals - Non-Qualified Certificates

Section 72 of the Code governs treatment of distributions from annuity
certificates. It provides that if the Certificate Value exceeds the aggregate
purchase payments made, any amount withdrawn will be treated as coming first
from the earnings and then, only after the income portion is exhausted, as
coming from the principal. Withdrawn earnings are includable in gross income.

Penalty Tax

A 10% penalty will apply to the income portion of any distribution. However, the
penalty is not imposed on amounts received: (a) after the taxpayer reaches age
59 1/2;(b) after the death of the Participant; (c) if the taxpayer has become
totally disabled (for this purpose disability is as defined in Section 72(m)(7)
of the Code); (d) in a series of substantially equal periodic payments made not
less frequently than annually for the life (or life expectancy) of the taxpayer
or for the joint lives (or joint life expectancies) of the taxpayer and his or
her Beneficiary; (e) under an immediate annuity; or (f) which are allocable to
purchase payments made prior to August 14, 1982.

The above information does not apply to Qualified Certificates. However,
separate tax withdrawal penalties and restrictions may apply to such Qualified
Certificates. (See Tax Treatment of Withdrawals - Qualified Certificates.)

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<PAGE>

Qualified Plans

The Certificates offered by this Prospectus are designed to be suitable for use
under various types of Qualified Plans. Taxation of participants in each
Qualified Plan varies with the type of plan and terms and conditions of each
specific plan. Participants, Annuitants and Beneficiaries are cautioned that
benefits under a Qualified Plan may be subject to the terms and conditions of
the plan regardless of the terms and conditions of the Certificates issued
pursuant to the plan. Some retirement plans are subject to distribution and
other requirements that are not incorporated into the Certificate's
administrative procedures. Owners, participants and Beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Certificates comply with applicable law.
Following are general descriptions of the types of Qualified Plans with which
the Certificates may be used. Such descriptions are not exhaustive and are for
general informational purposes only. The tax rules regarding Qualified Plans are
very complex and will have differing applications depending on individual facts
and circumstances. Each purchaser should obtain competent tax advice prior to
purchasing a Certificate issued under a Qualified Plan.

Certificates issued pursuant to Qualified Plans include special provisions
restricting Certificate provisions that may otherwise be available as described
in this Prospectus. Generally, Certificates issued pursuant to Qualified Plans
are not transferable except upon surrender or annuitization. Various penalty and
excise taxes may apply to contributions or distributions made in violation of
applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from Qualified Certificates. (See Tax
Treatment of Withdrawals -Qualified Certificates below.)

On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The Certificates sold by the Company in connection
with certain Qualified Plans will utilize annuity tables which do not
differentiate on the basis of sex. Such annuity tables will also be available
for use in connection with certain non-qualified deferred compensation plans.

H.R. 10 Plans

Section 401 of the Code permits self-employed individuals to establish Qualified
Plans for themselves and their employees, commonly referred to as "H.R. 10" or
"Keogh" plans. Contributions made to the Plan for the benefit of the employees
will not be included in the gross income of the employees until distributed from
the Plan. The tax consequences to participants may vary depending upon the
particular plan design. However, the Code places limitations and restrictions on
all Plans including on such items as: amount of allowable contributions; form,
manner and timing of distributions; transferability of benefits; vesting and
non-forfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. (See Tax Treatment of Withdrawals - Qualified Certificates below.)
These retirement plans may permit the purchase of the Certificates to accumulate
retirement savings under the plans. Adverse tax or other legal consequences to
the Plan, to the participant or to both may result if the Certificate is
assigned or transferred to any individual as a means to provide benefit
payments, unless the Plan complies with all legal requirements applicable to
such benefits prior to the transfer of the Certificate. Purchasers of
Certificates for use with an H.R. 10 Plan should obtain competent tax advice as
to the tax treatment and suitability of such an investment.

Individual Retirement Annuities

Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to an
IRA which will be deductible from the individual's gross income. These IRAs are
subject to limitations on eligibility, contributions, transferability and
distributions. (See Tax Treatment of Withdrawals - Qualified Certificates
below.) Under certain conditions, distributions from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an IRA. Sales of Certificates for use with

33
<PAGE>

IRAs are subject to special requirements imposed by the Code, including the
requirement that certain informational disclosure be given to persons desiring
to establish an IRA. Purchasers of Certificates to be qualified as Individual
Retirement Annuities should obtain competent tax advice as to the tax treatment
and suitability of such an investment.

Corporate Pension And Profit-Sharing Plans

Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various types of retirement plans for employees. These retirement plans may
permit the purchase of the Certificates to provide benefits under the Plan.

Contributions to the Plan for the benefit of employees will not be includable in
the gross income of the employees until distributed from the Plan. The tax
consequences to participants may vary depending upon the particular plan design.
However, the Code places limitations and restrictions on all plans including on
such items as: amount of allowable contributions; form, manner and timing of
distributions; transferability of benefits; vesting and non-forfeitability of
interests; nondiscrimination in eligibility and participation; and the tax
treatment of distributions, withdrawals and surrenders. (See Tax Treatment of
Withdrawals - Qualified Certificates below.) These retirement plans may permit
the purchaser of the Certificates to accumulate retirement savings under the
plans. Adverse tax or other legal consequences to the plan, to the participant,
or to both may result if the Certificate is assigned or transferred to any
individual as a means to provide benefit payments, unless the plan complies with
all legal requirements applicable to such benefits prior to transfer of the
Certificate. Purchasers of Certificates for use with Corporate Pension or
Profit-Sharing Plans should obtain competent tax advice as to the tax treatment
and suitability of such an investment.

Tax Treatment Of Withdrawals - Qualified Certificates

In the case of a withdrawal under a Qualified Certificate, a ratable portion of
the amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's total accrued benefit under the retirement plan.
Special tax rules may be available for certain distributions from a Qualified
Certificate. Section 72(t) of the Code imposes a 10% penalty tax on the taxable
portion of any distribution from qualified retirement plans, including
Certificates issued and qualified under Code Sections 401 (H.R. 10 and Corporate
Pension and Profit-Sharing Plans) and 408(b) (Individual Retirement Annuities).
To the extent amounts are not includable in gross income because they have been
rolled over to an IRA or to another eligible Qualified Plan, no tax penalty will
be imposed. The tax penalty will not apply to the following distributions: (a)
if distribution is made on or after the date on which the Participant or
Annuitant (as applicable) reaches age 59 1/2; (b) distributions following the
death or disability of the Participant or Annuitant (as applicable) (for this
purpose disability is as defined in Section 72(m)(7) of the Code); (c) after
separation from service, distributions that are part of substantially equal
periodic payments made not less frequently than annually for the life (or life
expectancy) of the Participant or Annuitant (as applicable) or the joint lives
(or joint life expectancies) of such Participant or Annuitant (as applicable)
and his or her designated Beneficiary; (d) distributions to a Participant or
Annuitant (as applicable) who has separated from service after he/she has
attained age 55; (e) distributions made to the Participant or Annuitant (as
applicable) to the extent such distributions do not exceed the amount allowable
as a deduction under Code Section 213 to the Participant or Annuitant (as
applicable) for amounts paid during the taxable year for medical care; and (f)
distributions made to an alternate payee pursuant to a qualified domestic
relations order. The exceptions stated in (d), (e) and (f) above do not apply in
the case of an Individual Retirement Annuity. The exception stated in (c) above
applies to an Individual Retirement Annuity without the requirement that there
be a separation from service.

Generally, distributions from a Qualified Plan must commence no later than April
1 of the calendar year, following the year in which the employee attains age
70 1/2. Required distributions must be over a period not exceeding the life
expectancy of the individual or the joint lives or life expectancies of the
individual and his or her designated beneficiary. If the required minimum
distributions are not made, a 50% penalty tax is

34
<PAGE>

imposed as to the amount not distributed. In addition, distributions in excess
of $150,000 per year may be subject to an additional 15% excise tax unless an
exemption applies.

35
<PAGE>

Certificates Owned By Other Than Natural Persons

Generally, investment earnings on Purchase Payments for Certificates will be
taxed currently to the Participant if the Owner is a non-natural person, e.g., a
corporation, or certain other entities other than tax-qualified trusts. Such
Certificates generally will not be treated as annuities for federal income tax
purposes.

Financial Statements

Financial statements of the Company have been included in the Statement of
Additional Information. No financial statements for the Separate Account have
been included because, as of the date of this Prospectus the Sub-Accounts
available under the Contract and Certificates offered hereunder had no assets.

Legal Proceedings

There are no material pending legal proceedings to which the Separate Account,
the Distributor or the Company is a party which would have a negative impact on
any party's ability to meet its obligations under the Contract and Certificates.

Table of Contents of the
Statement of Additional Information

Item
----
1. Company

2. Independent Accountants

3. Distributor

4. Yield Calculation for Money Market Sub-Account

5. Performance Information

6. Annuity Provisions

7. Financial Statements

36
<PAGE>

__________________

FRONT
- -----

MassMutual and Affiliated Companies Service Center
ALLIANCE-ONE Services, L.P.
301 West 11th Street
Kansas City, Missouri 64105

37
<PAGE>

Please send me, at no charge the Statement of Additional Information dated May
1, 1997 for the Individual Deferred Variable Annuity Certificates issued by
CML/OFFITBANK Variable Annuity Separate Account.

BACK
- ----

(Please print or type and fill in all information.)

----------------------------------------------------
Name

----------------------------------------------------
Address

----------------------------------------------------
City State ZIP Code

38
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL CERTIFICATES UNDER GROUP A VARIABLE DEFERRED ANNUITY CONTRACTS

WITH FLEXIBLE PURCHASE PAYMENTS

ISSUED BY

CML/OFFITBANK VARIABLE ANNUITY SEPARATE ACCOUNT

AND

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED MAY 1, 1997 FOR THE INDIVIDUAL
CERTIFICATES UNDER GROUP VARIABLE DEFERRED ANNUITY CONTRACTS WITH FLEXIBLE
PURCHASE PAYMENTS WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS CALL (800) 334-8117
OR WRITE TO MassMutual and Affiliated Companies Service Center, ALLIANCE-ONE
Services, L.P., 301 West 11th Street, Kansas City, Missouri 64105.

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1997.

<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>

Company................................................... 2

Independent Accountants................................... 2

Distribution.............................................. 2

Yield Calculation For Money Market Sub-Account............ 2

Performance Information................................... 3

Annuity Provisions........................................ 4

Financial Statements...................................... 5
</TABLE>

40
<PAGE>

COMPANY

Information regarding the Company and its ownership is contained in the
prospectus.

INDEPENDENT ACCOUNTANTS

The audited statutory financial statements of Massachusetts Mutual Life
Insurance Company as of December 31, 1996 and 1995 and for each of the three
years in the period ended December 31, 1996 included in this Statement of
Additional Information have been so included in reliance on the reports, which
include explanatory paragraphs relating to the use of statutory accounting
practices rather than generally accepted accounting principles and the change in
their opinion for the prior years presented, of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

The financial statements of MassMutual included herein should be considered
only as bearing on the ability of MassMutual to meet its obligations under the
Contract and Certificates.

DISTRIBUTION

Information about distribution is contained in the prospectus.

No Compensation was paid to either MML Distributors of MMLISI during 1996.

YIELD CALCULATION FOR MONEY MARKET SUB-ACCOUNT

The Money Market Sub-Account of the Separate Account will calculate its
current yield based upon the seven days ended on the date of calculation.

The current yield of the Money Market Sub-Account is computed by
determining the net change (exclusive of capital changes) in the value of a
hypothetical pre-existing Participant account having a balance of one
Accumulation Unit of the Sub-Account at the beginning of the period, subtracting
the Mortality and Expense Risk Charge, the Administrative Charge and the Annual
Certificate Maintenance Charge, dividing the difference by the value of the
account at the beginning of the same period to obtain the base period return and
multiplying the result by (365/7).

The Money Market Sub-Account computes its effective compound yield
according to the method prescribed by the Securities and Exchange Commission.
The effective yield reflects the reinvestment of net income earned daily on
Money Market Sub-Account assets.

Net investment income for yield quotation purposes will not include either
realized capital gains and losses or unrealized appreciation and depreciation,
whether reinvested or not.

The yields quoted should not be considered a representation of the yield of
the Money Market Sub-Account in the future since the yield is not fixed. Actual
yields will depend not only on the type, quality and maturities of the
investments held by the Money Market Sub-Account and changes in the interest
rates on such investments, but also on changes in the Money Market Sub-Account's
expenses during the period.

Yield information may be useful in reviewing the performance of the Money
Market Sub-Account and for providing a basis for comparison with other
investment alternatives. However, the Money Market Sub-Account's yield
fluctuates, unlike bank deposits or other investments which typically pay a
fixed yield for a stated period of time.

41
<PAGE>

PERFORMANCE INFORMATION

From time to time, the Company may advertise performance data as described
in the Prospectus. Any such advertisement will include total return figures for
the time periods indicated in the advertisement. Such total return figures will
reflect the deduction of a 1.25% Mortality and Expense Risk Charge, a .15%
Administrative Charge, the investment advisory fee for the underlying Portfolio
being advertised and any applicable Annual Certificate Maintenance Charge.

The hypothetical value of a Certificate purchased for the time periods
described in the advertisement will be determined by using the actual
Accumulation Unit Values for an initial $1,000 purchase payment, and deducting
any applicable Annual Certificate Maintenance Charge to arrive at the ending
hypothetical value. The Annual Certificate Maintenance Charge for purposes of
computing this hypothetical value will be prorated among the Sub-Accounts of the
Separate Account based upon the percentage of in-force Certificates investing in
each of the Sub-Accounts. The percentages used are those determined as of the
most recent calendar year. For the first year of the Separate Account's
operation, the percentages used will be evenly allocated among the Sub-Accounts.
In general, the percentages are used in all instances where a Certificate
Maintenance Charge is deducted in the calculation. The average annual total
return is then determined by computing the fixed interest rate that a $1,000
purchase payment would have to earn annually, compounded annually, to grow to
the hypothetical value at the end of the time periods described. The formula
used in these calculations is:

P (1+T)/n/ = ERV

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time periods used (or
fractional portion thereof) of a hypothetical $1,000 payment made at the
beginning of the time periods used.

In addition to total return data, the Company may include yield information in
its advertisements. For each Sub-Account (other than the Money Market Sub-
Account) for which the Company will advertise yield, it will show a yield
quotation based on a 30 day (or one month) period ended on the date of the most
recent balance sheet of the Separate Account included in the registration
statement, computed by dividing the net investment income per Accumulation Unit
earned during the period by the maximum offering price per Unit on the last day
of the period, according to the following formula:

Yield = 2[((a-b)/(cd) + 1) - 1]

Where:

a = Net investment income earned during the period by the Trust attributable
to shares owned by the Sub-Account.
b = Expenses accrued for the period (net of reimbursements).
c = The average daily number of Accumulation Units outstanding during the
period.
d = The maximum offering price per Accumulation Unit on the last day of the
period.

Participants should note that the investment results of each Sub-Account will
fluctuate over time, and any presentation of the Sub-Account's total return or
yield for any period should not be considered as a

42
<PAGE>

representation of what an investment may earn or what a Participant's total
return or yield may be in any future period.

The Contract was first offered to the public in 1996. However, total return data
may be advertised based on the period of time the Portfolios of the Funds have
been in existence. The results for any period prior to the Contracts being
offered will be calculated as if the Contracts had been offered during that
period of time, with all charges assumed to be those applicable to the
Contracts.

The Separate Account may from time to time also disclose average annual total
returns in non-standard formats in conjunction with the standard format
described above. The non-standard format calculation will be identical to the
standard format except it will NOT take any sales or surrender charges into
account.

Historical non-standard performance data are contained in the tables appearing
below.

The Fund may from time to time also discuss cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula, assuming no sales charge.

CTR = (ERV/P) - 1

Where: CTR = the cumulative total return net of a Sub-Account recurring
charges for the period
ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the one, five, or ten-year (or other) period, at
the end of the one, five, or ten-year (or other) period (or
fractional portion thereof)
P = a hypothetical initial payment of $1,000.

All non-standard performance data will only be advertised if the standard total
return performance data is also included in the advertisement.

Performance information for the Sup-Accounts may be: (a) compared to other
variable annuity separate accounts or other investment products surveyed by
Lipper Analytical Services, a nationally recognized independent reporting
service or similar services that rank mutual funds and other investment
companies by overall performance, investment objectives and assets; (b) tracked
by other ratings services, companies, publications or persons who rank separate
accounts or other investment products on overall performance or other criteria;
and (c) included in data bases that can be used to produce reports and
illustrations by organizations such as CDA Wiesenberger. Performance figures
will be calculated in accordance with standardized methods established by each
reporting service.

ANNUITY PROVISIONS

A Variable Annuity is an annuity with payments which; (1) are not predetermined
as to dollar amount; and (2) will vary in amount with the net investment results
of the applicable Sub-Accounts of the Separate Account. Annuity Payments also
depend upon the Age of the Annuitant and any Joint Annuitant and the assumed
interest factor utilized. The Annuity Table used will depend upon the Annuity
Option chosen. The dollar amount of annuity payments after the first is
determined as follows;

1. The dollar amount of the first Annuity Payment is divided by the value of a
Date. This establishes the number of Annuity Units for each Annuity
Payment. The number of Annuity Units remains fixed during the Annuity
Period.

2. For each Sub-Account, the fixed number of Annuity Units is multiplied by
the Annuity Unit value on each subsequent Annuity Payment Date.

43
<PAGE>

3. The total dollar amount of each Variable Annuity Payment is the sum of all
Sub-Account Variable Annuity Payments.

See "Annuity Provisions" in the Prospectus for further information about the
Annuity Period and Annuity Options.

44
<PAGE>

FINANCIAL STATEMENTS

No financial statements for the Separate Account have been included herein,
because, as of the date of this Statement of Additional Information, the Sub-
Accounts available under the Contract and Certificates had no assets.

45
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY FINANCIAL STATEMENTS

as of December 31, 1996 and 1995
and for the years ended December 31, 1996, 1995 and 1994

1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Policyholders of
Massachusetts Mutual Life Insurance Company

We have audited the accompanying statutory statement of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1996 and 1995,
and the related statutory statements of income, changes in policyholders'
contingency reserves, and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of Connecticut Mutual Life Insurance Company for the year ended
December 31, 1995 or for each of the two years in the period ended December 31,
1995, which, after restatement for the 1996 pooling of interests, reflect 25% of
assets as of December 31, 1995, 26% and 26% of revenue, and 22% and 6% of net
gain from operations for the years ended December 31, 1995 and 1994,
respectively. Those statements were audited by other auditors whose report has
been furnished to us, and our opinion, insofar as it relates to the amounts
included for Connecticut Mutual Life Insurance Company, is based solely on the
report of other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of the other auditors provide a
reasonable basis for our opinion.

As described in Note 1 to the financial statements, the Company prepared these
financial statements using statutory accounting practices of the National
Association of Insurance Commissioners and the accounting practices prescribed
or permitted by the Division of Insurance of the Commonwealth of Massachusetts
and, prior to 1996, the Department of Insurance of the State of Connecticut,
which practices differ from generally accepted accounting principles. The
effects on the financial statements of the variances between the statutory basis
of accounting and generally accepted accounting principles, although not
determinable at this time, are presumed to be material.

In our report dated February 5, 1996, we expressed our opinion that the 1995 and
1994 financial statements, prepared using statutory accounting practices,
presented fairly, in all material respects, the financial position of the
Massachusetts Mutual Life Insurance Company as of December 31, 1995, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1995 in conformity with generally accepted accounting
principles ("GAAP"). As described in Note 1 to the financial statements,
financial statements of mutual life insurance enterprises issued or reissued
after 1996, and prepared in accordance with statutory accounting principles, are
no longer considered to be presentations in conformity with GAAP. Accordingly,
our present opinion on the 1995 and 1994 statutory financial statements as
presented herein is different from that expressed in our previous report.

In our opinion, because of the effects of the matter discussed in the third
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of Massachusetts Mutual Life Insurance Company at December 31, 1996 and 1995,
and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 1996.

In our opinion, based upon our audits and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Massachusetts Mutual Life Insurance Company at
December 31, 1996 and 1995, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1996, on the
statutory basis of accounting described in Note 1.

Coopers & Lybrand L.L.P
Independent Accountants

Springfield, Massachusetts
February 7, 1997

2
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31,

1996 1995
---------- -------
(In Millions)
<S> <C> <C>
Assets:

Bonds $25,255.0 $23,625.1
Common stocks 336.6 416.1
Mortgage loans 3,897.1 3,908.2
Real estate 1,840.9 1,652.6
Other investments 1,425.6 1,489.9
Policy loans 4,752.3 4,518.4
Cash and short-term investments 1,075.4 2,342.8
Investment and insurance amounts receivable 1,102.4 1,059.3
Separate account assets 13,563.5 11,309.5
Other assets 97.9 174.6
--------- ---------

$53,346.7 $50,496.5
========= =========
</TABLE>

See notes to statutory financial statements.

3
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF FINANCIAL POSITION, continued
<TABLE>
<CAPTION>
December 31,

1996 1995
-------- --------
(In Millions)
<S> <C> <C>
Liabilities:

Policyholders' reserves and funds $33,341.5 $32,893.1
Policyholders' dividends 885.3 832.6
Policy claims and other benefits 373.8 395.5
Federal income taxes 440.7 338.5
Asset valuation reserve 689.2 566.8
Investment reserves 208.4 188.4
Separate account reserves and liabilities 13,563.1 11,309.6
Amounts due on investments purchased and
other liabilities 1,206.1 1,371.1
---------- ----------

50,708.1 47,895.6

Policyholders' contingency reserves 2,638.6 2,600.9
---------- ----------

$53,346.7 $50,496.5
========== ==========
</TABLE>

See notes to statutory financial statements.

4
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF INCOME

<TABLE>
<CAPTION>
Years ended December 31,

1996 1995 1994
--------- --------- ---------
(In Millions)
<S> <C> <C> <C>
Income:

Premium income $6,328.6 $5,727.7 $6,177.2
Net investment and other income 2,861.1 2,898.4 2,803.1
-------- -------- --------

9,189.7 8,626.1 8,980.3
-------- -------- --------

Benefits and expenses:

Policy benefits and payments 6,048.2 5,152.2 5,449.6
Addition to policyholders' reserves and funds 854.7 1,205.4 1,263.2
Commissions and operating expenses 763.5 833.7 959.3
State taxes, licenses and fees 96.4 89.4 105.6
Merger restructuring costs 66.1 44.0 -
-------- -------- --------

7,828.9 7,324.7 7,777.7
-------- -------- --------

Net gain before federal income taxes and dividends 1,360.8 1,301.4 1,202.6

Federal income taxes 276.7 206.2 139.7
-------- -------- --------

Net gain from operations before dividends 1,084.1 1,095.2 1,062.9

Dividends to policyholders 859.9 819.0 824.7
-------- -------- --------

Net gain from operations 224.2 276.2 238.2

Net realized capital gain (loss) 40.3 (85.8) (164.3)
-------- -------- --------

Net income $ 264.5 $ 190.4 $ 73.9
======== ======== ========

</TABLE>

See notes to statutory financial statements.

5
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF CHANGES
IN POLICYHOLDERS' CONTINGENCY RESERVES

<TABLE>
<CAPTION>
Years ended December 31,

1996 1995 1994
-------- -------- --------
(In Millions)
<S> <C> <C> <C>
Policyholders' contingency reserves, beginning of year $2,600.9 $2,569.1 $2,470.2
-------- -------- --------

Increases (decreases) due to:
Net income 264.5 190.4 73.9
Net unrealized capital gain (loss) (1.7) 88.7 29.5
Merger restructuring costs, net of tax - (45.4) -
Surplus notes - - 100.0
Change in asset valuation and investment reserves (142.4) (75.6) (38.2)
Change in valuation bases of policyholders' reserves (72.2) (108.2) (51.1)
Change in accounting for mortgage backed securities - 44.5
Change in non-admitted assets and other (10.5) (18.1) (59.7)
-------- -------- --------

37.7 31.8 98.9
-------- -------- --------

Policyholders' contingency reserves, end of year $2,638.6 $2,600.9 $2,569.1
======== ======== ========
</TABLE>

See notes to statutory financial statements.

6
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December 31,

1996 1995 1994
---------- ---------- ----------
(In Millions)
<S> <C> <C> <C>
Operating activities:
Net income $ 264.5 $ 190.4 $ 73.9
Addition to policyholders' reserves and funds,
net of transfers to separate accounts 426.7 575.8 546.9
Net realized capital (gain) loss (40.3) 85.8 164.3
Other changes (232.8) (25.2) 124.2
---------- ---------- ----------

Net cash provided by operating activities 418.1 826.8 909.3
---------- ---------- ----------

Investing activities:
Purchases of investments and loans (10,171.5) (10,364.2) (8,351.6)
Sales or maturities of investments and receipts
from repayment of loans 8,539.3 9,671.1 7,468.7
---------- ---------- ----------

Net cash used in investing activities (1,632.2) (693.1) (882.9)
---------- ---------- ----------

Financing activities:
Issuance of surplus notes - - 100.0
Repayments of long-term debt (53.3) (46.4) (125.0)
---------- ---------- ----------

Net cash used by financing activities (53.3) (46.4) (25.0)
---------- ---------- ----------

Increase (decrease) in cash and short-term investments (1,267.4) 87.3 1.4

Cash and short-term investments, beginning of year 2,342.8 2,255.5 2,254.1
---------- ---------- ----------

Cash and short-term investments, end of year $ 1,075.4 $ 2,342.8 $ 2,255.5
---------- ---------- ----------

</TABLE>

See notes to statutory financial statements.

7
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS

Massachusetts Mutual Life Insurance Company ("the Company") is a mutual life
insurance company and as such has no shareholders. The Company's primary
business is individual life insurance, annuity and disability income products
distributed primarily through career agents. The Company also provides a wide
range of pension products and services, as well as investment services to
individuals, corporations and institutions in all 50 states and the District of
Columbia.

On March 1, 1996, the operations of the former Connecticut Mutual Life Insurance
Company (" Connecticut Mutual") were merged into the Company. This merger was
accounted for under the pooling of interests method of accounting. For the
purposes of this presentation, these financial statements reflect historical
amounts giving retroactive effect as if the merger had occurred on January 1,
1994 in conformity with the practices of the National Association of Insurance
Commissioners and the accounting practices prescribed or permitted by the
Division of Insurance of the Commonwealth of Massachusetts and, prior to the
merger, the Department of Insurance of the State of Connecticut. In 1996,
merger-related expenses totaling $66.1 million were recorded in the Statutory
Statement of Income. In 1995, merger-related expenses incurred by Massachusetts
Mutual (the Company prior to the merger) of $44.0 million, were recorded in the
statutory statement of income and the expenses incurred by Connecticut Mutual of
$45.4 million, net of tax, were recorded as a component of changes in
policyholders' contingency reserves, as permitted by each company's regulatory
authority. On the merger date, policyholder reserves attributable to disability
income contracts were strengthened by $75.0 million, investment reserves for
real estate were increased by $49.8 million and net prepaid pension assets were
increased by $10.4 million. The separate results of each company prior to the
merger for the year ended December 31, 1995, are as follows: (a) income was
$6,443.8 million for Massachusetts Mutual and $2,182.3 million for Connecticut
Mutual; (b) net income was $160.7 million for Massachusetts Mutual and $29.6
million for Connecticut Mutual and (c) policyholders' contingency reserves
increased by $143.7 million for Massachusetts Mutual and decreased by $112.0
million for Connecticut Mutual.

On March 31, 1996, the Company sold MassMutual Holding Company Two, Inc., a
wholly-owned subsidiary, and its subsidiaries, including Mirus Life Insurance
Company (formerly the MML Pension Insurance Company; currently doing business as
"UniCARE"), which comprised the Company's group life and health business, to
WellPoint Health Networks, Inc. The Company received total consideration of
$402.2 million ($340.0 million in cash and $62.2 million in notes receivable)
and recognized a before tax gain of $187.9 million. The Company, pursuant to a
1994 reinsurance agreement, cedes its group life, accident and health business
to UniCARE. The Company's investment in MassMutual Holding Company Two, Inc.
amounted to $187.8 million at December 31, 1995; its gain from operations
reflected a $41 million dividend in 1995. Additionally, this investment
produced an unrealized gain of $13.9 million in 1995 and an unrealized loss of
$12.6 million in 1994.

1. Summary of Accounting Practices

The accompanying statutory financial statements, except as to form, have been
prepared in conformity with the practices of the National Association of
Insurance Commissioners and the accounting practices prescribed or permitted
by the Division of Insurance of the Commonwealth of Massachusetts and, prior
to the merger, The Department of Insurance of the State of Connecticut
("statutory accounting practices"), which practices were also considered to
be in conformity with generally accepted accounting principles ("GAAP"). In
1993, the Financial Accounting Standards Board ("FASB") issued interpretation
No. 40 ("Fin. 40"), "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises", which clarified
that mutual life insurance companies issuing financial statements described
as prepared in conformity with GAAP after 1995 are required to apply all
applicable GAAP pronouncements in preparing those financial statements. In
January 1995, the FASB issued Statement No. 120 ("SFAS 120"), Accounting and
Reporting by Mutual Life Insurance Enterprises and by Insurance Enterprises
for Certain Long-Duration Participating Contracts," which among other things,
extended the applicability of certain FASB statements to mutual life
insurance companies and deferred the effective date of Fin. 40 to financial

8
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

statements issued or reissued after 1996. As required by generally accepted
auditing standards, the opinion expressed by our independent accountants on
the 1995 and 1994 financial statements is different from that expressed in
their previous report.

The accompanying statutory financial statements are different in some
respects from GAAP financial statements. The more significant differences
are as follows: (a) acquisition costs, such as commissions and other costs
in connection with acquiring new business, are charged to current operations
as incurred, whereas GAAP would require these expenses to be capitalized and
recognized over the life of the policies; (b) policy reserves are based upon
statutory mortality and interest requirements without consideration of
withdrawals, whereas GAAP reserves would be based upon reasonably
conservative estimates of mortality, morbidity, interest and withdrawals; (c)
bonds are generally carried at amortized cost whereas GAAP would value bonds
at fair value and (d) deferred income taxes are not provided for book-tax
timing differences whereas GAAP would record deferred income taxes.
Management has not yet completed GAAP financial statements, but believes that
policyholders' contingency reserves based upon GAAP will be higher than
policyholders' contingency reserves based upon statutory accounting
practices.

The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
as well as disclosures of contingent assets and liabilities at the date of
the financial statements. Management must also make estimates and
assumptions that affect the amounts of revenues and expenses during the
reporting period. Future events, including changes in the levels of
mortality, morbidity, interest rates and asset valuations, could cause actual
results to differ from the estimates used in these financial statements.

The following is a description of the Company's current principal accounting
policies and practices.

a. Investments
Bonds and stocks are valued in accordance with rules established by the
National Association of Insurance Commissioners. Generally, bonds are
valued at amortized cost, preferred stocks in good standing at cost, and
common stocks, except for unconsolidated subsidiaries, at fair value.

As promulgated by the National Association of Insurance Commissioners,
the Company adopted the retrospective method of accounting for
amortization of premium and discount on mortgage backed securities as of
December 31, 1994. Prepayment assumptions for mortgage backed securities
were obtained from a prepayment model, which factors in mortgage type,
seasoning, coupon, current interest rate and the economic environment.
The effect of this change, $44.5 million as of December 31, 1994, was
recorded as an increase to policyholders' contingency reserves on the
Statutory Statement of Financial Position and had no material effect on
1996 or 1995 net income. Through December 31, 1994, premium and discount
on bonds were amortized into investment income over the stated lives of
the securities.

Mortgage loans are valued at principal less unamortized discount. Real
estate is valued at cost less accumulated depreciation, impairments and
mortgage encumbrances. Encumbrances totaled $27.3 million in 1996 and
$3.0 million in 1995. Depreciation on investment real estate is
calculated using the straight-line and constant yield methods.

Policy loans are carried at the outstanding loan balance less amounts
unsecured by the cash surrender value of the policy.

Short-term investments are stated at amortized cost, which approximates
fair value.

9
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

Investments in unconsolidated subsidiaries, joint ventures and other forms
of partnerships are included in other investments on the Statutory
Statement of Financial Position and are accounted for using the equity
method.
In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve and an Interest Maintenance Reserve. The Asset Valuation
Reserve and other investment reserves, as prescribed and permitted by the
Division of Insurance, stabilize the policyholders' contingency reserves
against fluctuations in the value of stocks, as well as declines in the
value of bonds, mortgage loans and real estate investments.

The Interest Maintenance Reserve captures after-tax realized capital gains
and losses which result from changes in the overall level of interest rates
for all types of fixed income investments, as well as other financial
instruments, including financial futures, U.S. Treasury purchase
commitments, options, interest rate swaps, interest rate caps and interest
rate floors. These interest rate related gains and losses are amortized
into income using the grouped method over the remaining life of the
investment sold or over the remaining life of the underlying asset. Net
realized after tax capital gains of $77.1 million in 1996, $130.7 million
in 1995, and net realized after tax capital losses of $152.6 million in
1994 were charged to the Interest Maintenance Reserve. Amortization of the
Interest Maintenance Reserve into net investment income amounted to $26.9
million in 1996, $5.0 million in 1995, and $45.8 million in 1994. In 1994,
the Interest Maintenance Reserve resulted in a net loss deferral. In
accordance with the practices of the National Association of Insurance
Commissioners, the 1994 balance was recorded as a reduction of
policyholders' contingency reserves.

Realized capital gains and losses, less taxes, not includable in the
Interest Maintenance Reserve, are recognized in net income. Realized
capital gains and losses are determined using the specific identification
method. Unrealized capital gains and losses are included in policyholders'
contingency reserves.

b. Separate Accounts
Separate account assets and liabilities represent segregated funds
administered and invested by the Company for the benefit of pension,
variable annuity and variable life insurance contract holders. Assets
consist principally of marketable securities reported at fair value.
Premiums, benefits and expenses of the separate accounts are reported in
the Statutory Statement of Income. The Company receives administrative and
investment advisory fees from these accounts.

c. Non-admitted Assets
Assets designated as "non-admitted" (principally certain fixed assets,
receivables and Interest Maintenance Reserve, when in a net loss deferral
position) are excluded from the Statutory Statement of Financial Position
by an adjustment to policyholders' contingency reserves.

d. Policyholders' Reserves and Funds
Policyholders' reserves for life contracts are developed using accepted
actuarial methods computed principally on the net level premium and the
Commissioners' Reserve Valuation Method bases using the American Experience
and the 1941, 1958 and 1980 Commissioners' Standard Ordinary mortality
tables with assumed interest rates ranging from 2.5 to 6.0 percent.

Reserves for individual annuities, guaranteed investment contracts and
deposit administration and immediate participation guarantee funds are
based on accepted actuarial methods principally at interest rates ranging
from 2.25 to 11.25 percent. Reserves for policies and contracts considered
investment contracts have a carrying value of $9,073.8 million (fair value
of $9,324.6 million as determined by discounted cash flow projections).
Accident and health policy reserves are generally calculated using the

10
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

two-year preliminary term, net level premium and fixed net premium
methods and various morbidity tables.

During 1996, 1995 and 1994, the Company changed its valuation basis for
certain disability income contracts. The effects of these changes, $75.0
million in 1996, $108.2 million in 1995, and $51.1 million in 1994 were
recorded as decreases to policyholders' contingency reserves.

e. Premium and Related Expense Recognition
Life insurance premium revenue is recognized annually on the anniversary
date of the policy. Annuity premium is recognized when received. Accident
and health premiums are recognized as revenue when due. Commissions and
other costs related to issuance of new policies, maintenance and
settlement costs are charged to current operations.

f. Policyholders' Dividends
The Board of Directors annually approves dividends to be paid in the
following year. These dividends are allocated to reflect the relative
contribution of each group of policies to policyholders' contingency
reserves and consider investment and mortality experience, expenses and
federal income tax charges.

g. Cash and Short-term Investments
For purposes of the Statutory Statement of Cash Flows, the Company
considers all highly liquid investments purchased with a maturity of
twelve months or less to be short-term investments.

2. Policyholders' Contingency Reserves
Policyholders' contingency reserves represent surplus of the Company as
reported to regulatory authorities and are intended to protect policyholders
against possible adverse experience.

a. Surplus Notes
The Company issued surplus notes of $100.0 million at 7 1/2 percent
and $250.0 million at 7 5/8 percent in 1994 and 1993, respectively. These
notes are unsecured and subordinate to all present and future
indebtedness of the Company, policy claims and prior claims against the
Company as provided by the Massachusetts General Laws. Issuance was
approved by the Commissioner of Insurance of the Commonwealth of
Massachusetts ("the Commissioner").

All payments of interest and principal are subject to the prior approval
of the Commissioner. Sinking fund payments are due as follows: $62.5
million in 2021, $87.5 million in 2022, $150.0 million in 2023 and $50.0
million in 2024.

Interest on the notes issued in 1994 is scheduled to be paid on March 1
and September 1 of each year, beginning on September 1, 1994, to holders
of record on the preceding February 15 or August 15, respectively.
Interest on the notes issued in 1993 is scheduled to be paid on May 15 and
November 15 of each year, beginning on May 15, 1994, to holders of record
on the preceding May 1 or November 1, respectively. In accordance with
regulations of the National Association of Insurance Commissioners,
interest expense is not recorded until approval for payment is received
from the Commissioner. Interest of $26.6 million was approved and paid in
1996 and 1995, and interest of $22.8 million was approved and paid in
1994.

11
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

The proceeds of the notes, less a $32.2 million reserve in 1996 and a $35
million reserve in 1995 and 1994 for contingencies associated with the
issuance of the notes, are recorded as a component of the Company's
policyholders' contingency reserves as approved by the Commissioner. These
reserves, as permitted by the Division of Insurance, are included in
investment reserves on the Statutory Statement of Financial Position.

3. Employee Benefit Plans
The Company's employee benefit plans include plans in place for the employees
of Massachusetts Mutual and Connecticut Mutual prior to the merger. These
plans, which were managed separately, reflect different assumptions for 1995.
Employees previously covered by the Connecticut Mutual pension plans will
continue coverage under these plans. All other employees, including
employees hired after the merger date, will be covered by the Massachusetts
Mutual benefit plans.

a. Pension
The Company has two non-contributory defined benefit plans covering
substantially all of its employees. One plan includes employees previously
employed by Connecticut Mutual; the other includes all other eligible
employees. Benefits are based on the employees' years of service,
compensation during the last five years of employment and estimated social
security retirement benefits. The Company accounts for these plans
following Financial Accounting Standards Board Statement No. 87,
Employers' Accounting for Pensions. Accordingly, as permitted by the
Massachusetts Division of Insurance, the Company has recognized a pension
asset of $97.2 million and $37.7 million in 1996 and 1995, respectively.
In 1995, a pension asset of $70.9 million associated with the Connecticut
Mutual plan was non-admitted in the financial statements, in accordance
with Connecticut insurance regulations. On the merger date, the accounting
for Connecticut Mutual pension plans was conformed to the Massachusetts
Mutual policy of recording pension plan assets and liabilities, resulting
in a $10.4 million increase in policyholders' contingency reserves.
Company policy is to fund pension costs in accordance with the
requirements of the Employee Retirement Income Security Act of 1974 and,
based on such requirements, no funding was required for the years ended
December 31, 1996 and 1995. The assets of the plans are invested in the
Company's general account and separate accounts.

The benefit status of the defined benefit plans as of December 31 is as
follows:
<TABLE>
<CAPTION>

1996 1995
-------- ------
<S> <C> <C>
(In Millions)

Accumulated benefit obligation $ 611.5 $537.5
Vested benefit obligation 606.5 525.7
Projected benefit obligation 665.5 622.5
Plan assets at fair value 1,021.7 941.3
</TABLE>

The following assumptions were used in determining the actuarial present
value of both the accumulated and projected benefit obligation.
<TABLE>
<CAPTION>

MassMutual Connecticut Mutual
Plan Plan
----------- -----------
<S> <C> <C>

Discount rate - 1996 7.75% 7.75%
Discount rate - 1995 7.50 7.75
Increase in future compensation levels 5.00 5.00
Long-term rate of return on assets 10.00 9.00

</TABLE>

12
<PAGE>

As a result of the sale of Mirus Life Insurance Company, there was a
significant reduction in plan participants which resulted in recognition of
a pension plan curtailment gain of $15.3 million in 1996.

The Company also has defined contribution plans for employees and agents.
The expense credited to operations for all pension plans is $32.7 million
in 1996, $10.9 million in 1995 and $5.0 million in 1994.

b. Life and Health

Certain life and health insurance benefits are provided to retired
employees and agents through group insurance contracts. Substantially all
of the Company's employees may become eligible for these benefits if they
reach retirement age while working for the Company. In 1993, the Company
adopted the National Association of Insurance Commissioners' accounting
standard for postretirement life and health benefit costs, requiring these
benefits to be accounted for using the accrual method for employees and
agents eligible to retire and current retirees.

The following rates were used in determining the accumulated postretirement
benefit liability.
<TABLE>
<CAPTION>

MassMutual Connecticut Mutual
Plan Plan
----------- -----------
<S> <C> <C>

Discount rate - 1996 7.75% 7.75%
Discount rate - 1995 7.50 8.50
Assumed increases in medical cost
rates in the first year 7.25 11.00
declining to 5.25 6.00
within 5 years 5 years
</TABLE>

The initial transition obligation of $137.9 million is being amortized over
twenty years through 2012. At December 31, 1996 and 1995, the net unfunded
accumulated benefit obligation was $124.1 million and $109.2 million,
respectively, for employees and agents eligible to retire or currently
retired and $33.8 million and $42.7 million, respectively, for participants
not eligible to retire. A Retired Lives Reserve Trust was funded to pay
life insurance premiums for certain retired employees. Trust assets
available for benefits were $23.0 million in 1996.

As a result of the sale of Mirus Life Insurance Company, there was a
significant reduction in plan participants which resulted in recognition of
a life and health plan curtailment loss of $13.9 million in 1996.

The expense for 1996, 1995 and 1994 was $17.6 million, $22.9 million, and
$19.8 million, respectively. A one percent increase in the annual assumed
increase in medical cost rates would increase the 1996 accumulated
postretirement benefit liability and benefit expense by $9.9 million and
$1.5 million, respectively.

4. Related Party Transactions

Pursuant to two 1994 reinsurance agreements with Mirus Life Insurance Company
(Mirus) whereby the Company assumed all of the single premium immediate
annuity business written by Mirus and ceded all of its group life, accident
and health business to Mirus. A gain from operations of this business was
reflected in 1995 as a $41 million dividend received from Mirus, which was
recorded as net investment income on the Statutory Statement of Income. As
previously discussed, on March 31, 1996, the Company sold MassMutual

13
<PAGE>
NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

Holding Company Two, Inc. a wholly-owned subsidiary, and its subsidiaries,
including Mirus Life Insurance Company to WellPoint Health Networks, Inc.

The Company has a modified coinsurance quota-share reinsurance agreement with
a wholly-owned subsidiary, C.M. Life Insurance Company, whereby the Company
assumes 50% of the premiums on certain universal life policies issued by C.M.
Life in 1985 and 75% of the premiums with issue dates on or after January 1,
1986. The Company pays a stipulated expense allowance, death and surrender
benefits, and a modified coinsurance adjustment. Reserves for payment of
future benefits are retained by C.M. Life.

5. Federal Income Taxes

Provision for federal income taxes is based upon the Company's best estimate
of its tax liability. No deferred tax effect is recognized for temporary
differences that may exist between financial reporting and taxable income.
Accordingly, the reporting of equity tax, using the most current information,
and other miscellaneous temporary differences, such as reserves, acquisition
costs and restructuring costs, resulted in an effective tax rate which is
other than the statutory tax rate.

The Internal Revenue Service has completed examining the Company's income tax
returns through the year 1992 for Massachusetts Mutual and 1991 for
Connecticut Mutual, and is currently examining Connecticut Mutual for the
years 1992 through 1995. The Company believes any adjustments resulting from
such examinations will not materially affect its financial statements.

Components of the formula authorized by the Internal Revenue Service for
determining deductible policyholder dividends have not been finalized for
1996 and 1995. The Company records the estimated effects of anticipated
revisions in the Statutory Statement of Income.

The Company plans to file its 1996 federal income tax return on a
consolidated basis with its life and non-life affiliates. The Company and
its life and non-life affiliates are subject to a written tax allocation
agreement which allocates tax liability in a manner permitted under Treasury
regulations. Generally, the agreement provides that loss members shall be
compensated for the use of their losses and credits by other members.

The Company made federal tax payments of $330.7 million in 1996, $147.3
million in 1995 and has a credit of $9.9 million in 1994. At December 31,
1996 and 1995, the Company established a liability for federal income taxes
of $440.7 million and $338.6 million, respectively.

6. Investments

The Company maintains a diversified investment portfolio. Investment
policies limit concentration in any asset class, geographic region, industry
group, economic characteristic, investment quality or individual investment.
In the normal course of business, the Company enters into commitments to
purchase privately placed bonds and to issue mortgage loans.

14
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

a. Bonds

The carrying value and estimated fair value of bonds are as follows:
<TABLE>
<CAPTION>

December 31, 1996
---------------------------------------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
(In Millions)

U. S. Treasury Securities $ 8,042.6 $ 344.0 $ 56.3 $ 8,330.3
and Obligations of U. S.
Government Corporations
and Agencies
Debt Securities issued by 95.2 10.2 .5 104.9
Foreign Governments
Mortgage-backed securities 3,969.7 125.5 43.3 4,051.9
State and local governments 173.2 13.1 2.1 184.2
Industrial securities 11,675.2 528.0 133.3 12,069.9
Utilities 975.0 87.0 18.5 1,043.5
Affiliates 324.1 4.3 3.5 324.9
--------- -------- ------ ---------
TOTAL $25,255.0 $1,112.1 $257.5 $26,109.6
========= ======== ====== =========

December 31, 1995
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
---------- ---------- ---------- ----------
(In Millions)
<S> <C> <C> <C> <C>
U. S. Treasury Securities $ 9,391.5 $ 837.0 $ 43.3 $10,185.2
and Obligations of U. S.
Government Corporations
and Agencies
Debt Securities issued by
Foreign Governments 261.9 27.9 0.1 289.7
Mortgage-backed securities 3,265.4 176.3 9.4 3,432.3
State and local governments 106.0 15.2 0.1 121.1
Industrial securities 9,030.7 762.8 57.8 9,735.7
Utilities 1,417.6 152.4 2.9 1,567.1
Affiliates 152.0 4.4 1.2 155.2
--------- -------- ------ ---------
TOTAL $23,625.1 $1,976.0 $114.8 $25,486.3
========= ======== ====== =========
</TABLE>

15
<PAGE>

The carrying value and estimated fair value of bonds at December 31, 1996
by contractual maturity are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without prepayment penalties.
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
--------- ---------
(In Millions)
<S> <C> <C>

Due in one year or less $ 680.0 $ 684.8
Due after one year through five years 5,128.8 5,219.7
Due after five years through ten years 6,879.6 7,112.6
Due after ten years 5,195.4 5,496.1
--------- ---------
17,883.8 18,513.2
Mortgage-backed securities, including securities
guaranteed by the U.S. Government 7,371.2 7,596.4
--------- ---------

TOTAL $25,255.0 $26,109.6
========= =========
</TABLE>

Proceeds from sales of investments in bonds were $6,390.7 during 1996,
$8,068.8 million during 1995 and $5,624.1 million during 1994. Gross
capital gains of $188.8 million in 1996, $255.5 million in 1995 and $100.3
million in 1994 and gross capital losses of $79.9 million in 1996, $67.1
million in 1995 and $195.8 million in 1994 were realized on those sales, a
portion of which were included in the Interest Maintenance Reserve. The
estimated fair value of non-publicly traded bonds is determined by the
Company using a pricing matrix.

b. Stocks

Preferred stocks in good standing had fair values of $150.8 million in 1996
and $87.9 million in 1995, using a pricing matrix for non-publicly traded
stocks and quoted market prices for publicly traded stocks. Common stocks,
except for unconsolidated subsidiaries, had a cost of $249.2 million in
1996 and $350.5 million in 1995.

c. Mortgages

The fair value of mortgage loans, as determined from a pricing matrix for
performing loans and the estimated underlying real estate value for non-
performing loans, approximated carrying value less valuation reserves held.

d. Other
The carrying value of investments which were non-income producing for the
preceding twelve months was $23.1 million and $113.9 million at December
31, 1996 and 1995, respectively. The Company had restructured loans with
book values of $383.5 million, and $415.0 million at December 31, 1996 and
1995, respectively. The loans typically have been modified to defer a
portion of the contracted interest payments to future periods. Interest
deferred to future periods totaled $2.2 million in 1996, $2.5 million in
1995 and $2.2 million in 1994. The Company made voluntary contributions to
the Asset Valuation Reserve of $6.8 million and $52.7 million in 1996 and
1994, respectively. No additional voluntary contribution to the Asset
Valuation Reserve was made in 1995.

It is not practicable to determine the fair value of policy loans as they
do not have a stated maturity.

16
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

7. Portfolio Risk Management
The Company manages its investment risks primarily to reduce interest rate
and duration imbalances determined in asset/liability analyses. The fair
values of instruments described below, which are not recorded in the
financial statements, are based upon market prices or prices obtained from
brokers. The Company does not hold or issue financial instruments for
trading purposes.

The notional amounts described do not represent amounts exchanged by the
parties and, thus, are not a measure of the exposure of the Company. The
amounts exchanged are calculated on the basis of the notional amounts and the
other terms of the instruments, which relate to interest rates, exchange
rates, security prices or financial or other indexes.

The Company enters into financial futures contracts for the purpose of
managing interest rate exposure. Margin requirements are met with the
deposit of securities. Futures contracts are generally settled with
offsetting transactions. Gains and losses on financial futures contracts are
recorded when the contract is closed and amortized through the Interest
Maintenance Reserve over the remaining life of the underlying asset. As of
December 31, 1996, the Company did not have any open financial futures
contracts.

The Company utilizes interest rate swap agreements, options, and purchased
caps and floors to reduce interest rate exposures arising from mismatches
between assets and liabilities and to modify portfolio profiles to manage
other risks identified. Under interest rate swaps, the Company agrees to
an exchange, at specified intervals, between streams of variable rate and
fixed rate interest payments calculated by reference to an agreed-upon
notional principal amount. Net amounts receivable and payable are accrued
as adjustments to interest income and included in investment and insurance
amounts receivable on the Statutory Statement of Financial Position. Gains
and losses realized on the termination of contracts are amortized through the
Interest Maintenance Reserve over the remaining life of the associated
contract. At December 31, 1996 and 1995, the Company had swaps with notional
amounts of $2,239.5 million and $1,819.8 million, respectively. The fair
values of these instruments were $20.7 million at December 31, 1996 and $9.2
million at December 31, 1995.

Options grant the purchaser the right to buy or sell a security or enter into
a derivative transaction at a stated price within a stated period. The
Company's option contracts have terms of up to fifteen years. The amounts
paid for options purchased are included in other investments on the Statutory
Statement of Financial Position. Gains and losses on these contracts are
recorded at the expiration or termination date and are amortized through the
Interest Maintenance Reserve over the remaining life of the underlying asset.
At December 31, 1996 and 1995, the Company had option contracts with notional
amounts of $1,928.4 million and $1,819.8 million, respectively. The
Company's credit risk exposure was limited to the unamortized costs of $18.1
million and $21.7 million, which had fair values of $19.2 million and $63.5
million at December 31, 1996 and 1995, respectively.

Interest rate cap agreements grant the purchaser the right to receive the
excess of a referenced interest rate over a given rate. Interest rate floor
agreements grant the purchaser the right to receive the excess of a given
rate over a referenced interest rate. Amounts paid for interest rate caps
and floors are amortized into interest income over the life of the asset on a
straight-line basis. Unamortized costs are included in other investments on
the Statutory Statement of Financial Position. Amounts receivable and
payable are accrued as adjustments to interest income and included in the
Statutory Statement of Financial Position as investment and insurance amounts
receivable. Gains and losses on these contracts, including any unamortized
cost, are recognized upon termination and are amortized through the Interest
Maintenance Reserve over the remaining life of the associated cap or floor
agreement. At December 31, 1996 and 1995, the company had agreements with
notional amounts of $3,859.6 million and $3,366.3 million, respectively. The
Company's credit risk

17
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

exposure on these agreements is limited to the unamortized costs of $22.0
million and $14.0 million at December 31, 1996 and 1995, respectively. The
fair values of these instruments were $15.2 million and $30.8 million at
December 31, 1996 and 1995, respectively.

The Company utilizes asset swap agreements to reduce exposures, such as
currency risk and prepayment risk, built into certain assets acquired.
Cross-currency interest rate swaps allow investment in foreign currencies,
increasing access to additional investment opportunities, while limiting
foreign exchange risk. Notional amounts relating to asset and currency swaps
totaled $364.7 million and $333.7 million at December 31, 1996 and 1995,
respectively. The fair values of these instruments were an unrecognized gain
of $7.8 million at December 31, 1996 and $12.2 million at December 31, 1995.

The Company enters into forward U.S. Treasury commitments for the purpose of
managing interest rate exposure. The Company generally does not take
delivery on forward commitments. These commitments are instead settled with
offsetting transactions. Gains and losses on forward commitments are
recorded when the commitment is closed and amortized through the Interest
Maintenance Reserve over the remaining life of the asset. At December 31,
1996 and 1995, the Company had U. S. Treasury purchase commitments which will
settle during the following year with contractual amounts of $1,639.4 million
and $292.4 million and fair values of $1,627.4 million and $298.8 million,
respectively.

The Company is exposed to credit-related losses in the event of
nonperformance by counterparties to financial instruments. This exposure is
limited to contracts with a positive fair value. The amounts at risk in a
net gain position were $53.9 million and $86.9 million at December 31, 1996
and 1995, respectively. The Company monitors exposure to ensure
counterparties are credit worthy and concentration of exposure is minimized.
Additionally, contingent collateral positions have been obtained with
counterparties when considered prudent.

8. Reinsurance
The Company cedes all of its group life and health business to UniCARE and
has other reinsurance agreements with other insurance companies in the normal
course of business. Premiums, benefits to policyholders and provisions for
future benefits are stated net of reinsurance. The Company remains liable to
the insured for the payment of benefits if the reinsurer cannot meet its
obligations under the reinsurance agreements. Premiums ceded were $793.5
million in 1996, $904.1 million in 1995 and $151.4 million in 1994.

9. Liquidity
The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1996 are illustrated below:

(In Millions)
<S> <C> <C>
Total policyholders' reserves and funds and
separate account liabilities $ 47,148
Not subject to discretionary withdrawal (6,010)
Policy loans (4,752)
--------
Subject to discretionary withdrawal $ 36,386
--------

Total invested assets, including separate
investment accounts $ 52,146
Policy loans and other invested assets (13,458)
--------
Readily marketable investments $ 38,688
--------
</TABLE>

18
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

10. Business Risks and Contingencies
The Company is subject to insurance guaranty fund laws in the states in which
it does business. These laws assess insurance companies amounts to be used to
pay benefits to policyholders and claimants of insolvent insurance companies.
Many states allow these assessments to be credited against future premium
taxes. The Company believes such assessments in excess of amounts accrued will
not materially affect its financial position, results of operations or
liquidity. In 1996 and 1995, the Company elected not to admit $15.3 million and
$17.6 million, respectively, of guaranty fund premium tax offset receivables
relating to prior assessments.

The Company is involved in litigation arising out of the normal course of its
business. Management intends to defend these actions vigorously. While the
outcome of litigation cannot be foreseen with certainty, it is the opinion of
management, after consultation with legal counsel, that the ultimate resolution
of these matters will not materially affect its financial position, results of
operations or liquidity.

11. Reclassifications
Certain 1995 and 1994 amounts have been reclassified to conform with the
current year presentation.

12. Subsidiaries and Affiliated Companies
Summary of ownership and relationship of the Company and its subsidiaries and
affiliated companies as of December 31, 1996 is illustrated below. The Company
provides management or advisory services to these companies. Subsidiaries are
wholly-owned, except as noted.

19
<PAGE>

NOTES TO STATUTARY FINANCIAL STATEMENTS, Continued

Parent
- ------
Massachusetts Mutual Life Insurance Company

Subsidiaries of Massachusetts Mutual Life Insurance Company
- -----------------------------------------------------------
C.M. Assurance Company
C.M. Benefit Insurance Company
C.M. Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc. (Sold in March 1996)
MassMutual of Ireland, Limited
MML Bay State Life Insurance Company
MML Distributors, LLC

Subsidiaries of MassMutual Holding Company
------------------------------------------
GR Phelps, Inc.
MassMutual Holding Trust I
MassMutual Holding Trust II
MassMutual Holding MSC, Inc.
MassMutual International, Inc.
MassMutual Reinsurance Bermuda (Sold in December 1996)
MML Investor Services, Inc.
State House One (Liquidated in December 1996)

Subsidiaries of MassMutual Holding Trust I
------------------------------------------
Antares Leveraged Capital Corporation
Charter Oak Capital Management, Inc.
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation
Oppenheimer Acquisition Corporation - 86.15%

Subsidiaries of MassMutual Holding Trust II
-------------------------------------------
CM Advantage, Inc.
CM International, Inc.
CM Property Management, Inc.
High Yield Management, Inc.
MMHC Investments, Inc.
MML Realty Management
Urban Properties, Inc.
Westheimer 335 Suites, Inc.

Subsidiaries of MassMutual International
----------------------------------------
Compensa de Seguros de Vida S.A. - 33.5%
MassLife Seguros de Vida (Argentina) S. A.
MassMutual International (Bermuda) Ltd.
Mass Seguros de Vida (Chile) S. A. - 33.5%
MassMutual International (Luxemburg) S. A.

MassMutual Holding MSC, Incorporated
------------------------------------
MassMutual/Carlson CBO N. V. - 50%
MassMutual Corporate Value Limited - 46%

20
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

Affiliates of Massachusetts Mutual Life Insurance Company
- ---------------------------------------------------------
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund

21
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

22
<PAGE>

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

a. FINANCIAL STATEMENTS

The following financial statements of the Company are included in
Part B hereof:

Report of Independent Accountants
Statutory Statement of Financial Position as of December 31, 1996 and 1995
Statutory Statement of Income for the years ended December 31, 1996, 1995
and 1994

Statutory Statement of Changes in Policyholders' Contingency Reserves for
the years ended December 31, 1996, 1995 and 1994
Statutory Statement of Cash Flows for the years ended December 31, 1996,
1995 and 1994
Notes to Statutory Financial Statements

No financial statements for the Separate Account have been included herein
because, as of December 31, 1996, the Sub-Accounts available under the
Contract and Certificates had no assets.

b. EXHIBITS

1. Memorandum executed on September 14, 1995 by David E. Sams, Jr.
authorizing the establishment of the Separate Account.*

2. Not Applicable.

3. (i) Form of Principal Underwriting Agreement.*
(ii) Form of Broker/Dealer Selling Agreement.**
(iii) Form of Underwriting and Servicing Agreement.**

4.(a) Form of Group Variable Deferred Annuity Contract.*

4.(b) Form of Individual Retirement Annuity Endorsement.**

5. Form of Application Form.*

6. (i) Copy of Articles of Incorporation of the Company.*
(ii) Copy of the Bylaws of the Company.*

7. Not Applicable.

8.(a) Form of Fund Participation Agreement.*

8.(b) Form of Master Agreement.*

9. Opinion and Consent of Counsel.*

10. (i) Consent of Independent Accountants.***
(ii) Powers of Attorney.***

11. Not Applicable.

12. Not Applicable.

48
<PAGE>

13. Not Applicable.

14. Financial Data Schedule***

*Incorporated by reference to Registrant's Initial Registration Statement
on Form N-4 filed with the Securities and Exchange Commission on August
10, 1995.
**Incorporated by reference to registrant's Pre-Effective Amendment No. 1
to the registration statement on Form N-4 for the CML/OFFITBANK Variable
Annuity Separate Account (File No. 33-63301) as filed with the
Securities and Exchange Commission on July 25, 1996.
***Filed herewith

ITEM 25. Directors and Officers of the Depositor

The directors and executive vice presidents of MassMutual, their positions and
their other business affiliations and business experience for the past five
years are listed below.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Name and Position Principal Occupation(s) During Past Five Years
- --------------------------------------------------------------------------------
<S> <C>
Roger G. Ackerman, Director Chairman and Chief Executive Officer, Corning,
Inc., since 1996, President and Chief Operating
Officer 1990-1996.
- --------------------------------------------------------------------------------
James R. Birle, Director President and Founder, Resolute Partners, LLC,
since 1994; General Partner, Blackstone Group,
1988-1994.
- --------------------------------------------------------------------------------
Frank C. Carlucci, III, Chairman, The Carlyle Group, Inc., since 1989.
Director
- --------------------------------------------------------------------------------
Gene Chao, Director Chairman, President and CEO, Computer
Projections, Inc. since 1991.
- --------------------------------------------------------------------------------
Patricia Diaz Dennis, Senior Vice President and Assistant General
Director Counsel, SBC Communications Inc. since 1995;
Special Counsel, Sullivan & Cromwell, 1993-1995;
Assistant Secretary of State for Human Rights and
Humanitarian Affairs, U.S. Department of State,
1992-1993.
- --------------------------------------------------------------------------------
Anthony Downs, Director Senior Fellow, The Brookings Institution, since
1977.
- --------------------------------------------------------------------------------
James L. Dunlap, Director President and Chief Operating Officer, United
Meridian Corporation, since 1996; Senior Vice
President, Texaco, Inc. 1987-1996.
- --------------------------------------------------------------------------------
William B. Ellis, Director Senior Fellow, Yale University School of Forestry
and Environmental Studies, since 1995; Chairman
and Chief Executive Officer, Northeast Utilities,
1983-1995.
- --------------------------------------------------------------------------------
Robert M. Furek, Director President and Chief Executive Officer, Heublein,
Inc., 1987-1996.
- --------------------------------------------------------------------------------
Charles K. Gifford, Chief Executive Officer, First National Bank of
Director Boston and The Bank of Boston Corporation, since
1996, Chairman, President and CEO 1995-1996,
President and CEO 1989-1995.
- --------------------------------------------------------------------------------
William N. Griggs, Director Managing Director, Griggs & Santow, Inc., since
1983.
- --------------------------------------------------------------------------------
George B. Harvey, Director Chairman, President and CEO, Pitney Bowes,
1983-1996.
- --------------------------------------------------------------------------------
Barbara B. Hauptfuhrer, Director of various corporations, since 1972.
Director
- --------------------------------------------------------------------------------
Sheldon B. Lubar, Director Chairman, Lubar & Co. Incorporated, since 1977.
- --------------------------------------------------------------------------------
William B. Marx, Jr., Senior Executive Vice President, Lucent
Director Technologies 1996-1996; Executive Vice President
and CEO Multimedia Products Group, AT&T,
1994-1996; Executive Vice President and CEO,
Network Systems Group, 1993-1994; Group Executive
and President, AT&T Network Systems, 1989-1993.
- --------------------------------------------------------------------------------
John F. Maypole, Director Managing Partner, Peach State Real Estate Holding
Company, since 1984.
- --------------------------------------------------------------------------------
Donald F. McCullough, Retired Chairman and Chief Executive Officer,
Director Collins & Aikman Corp., since 1988.
- --------------------------------------------------------------------------------
John J. Pajak, Director, President and Chief Operating Officer,
President and Chief MassMutual, since 1996, Vice Chairman and Chief
Operating Officer Administrative Officer, 1996-1996, Executive
Vice President, 1987-1996.
- --------------------------------------------------------------------------------
</TABLE>
49
<PAGE>

<TABLE>
- --------------------------------------------------------------------------------
<S> <C>
Thomas B. Wheeler, Chairman and Chief Executive Officer, MassMutual,
Director, Chairman and since 1996, President and Chief Executive Officer,
Chief Executive Officer 1988-1996.
- --------------------------------------------------------------------------------
Alfred M. Zeien, Director Chairman and Chief Executive Officer, The Gillette
Company, since 1991.
- --------------------------------------------------------------------------------
Executive Vice Presidents:
- --------------------------------------------------------------------------------
Lawrence V. Burkett, Jr. Executive Vice President and General Counsel,
MassMutual, since 1993, Senior Vice President and
Deputy General Counsel 1992-1993.
- --------------------------------------------------------------------------------
John B. Davies Executive Vice President, MassMutual, since 1994;
Associate Executive Vice President 1994-1994;
General Agent, 1982-1993.
- --------------------------------------------------------------------------------
Daniel J. Fitzgerald Executive Vice President, Corporate Financial
Operations, MassMutual, since 1994, Senior Vice
President, 1991-1994.
- --------------------------------------------------------------------------------
John M. Naughton Executive Vice President, MassMutual, 1984-1997.
- --------------------------------------------------------------------------------
John V. Murphy Executive Vice President, MassMutual, since 1997,
Executive Vice President and Chief Operating
Officer, David L. Babson & Co., Inc., 1995-1997;
Chief Operating Officer, Concert Capital
Management, Inc., 1993-1995; Senior Vice President
and Chief Financial Officer, Liberty Financial
Companies, 1977-1993.
- --------------------------------------------------------------------------------
Gary E. Wendlandt Executive Vice President and Chief Investment
Officer, MassMutual, since 1993, Executive Vice
President, 1992-1993, Senior Vice President,
1983-1992.
- --------------------------------------------------------------------------------
</TABLE>

Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

The assets of the Registrant, under state law, are assets of MassMutual.

The Registrant may also be deemed to be under common control with other separate
accounts established by MassMutual and its life insurance subsidiaries, C.M.
Life Insurance Company and MML Bay State Life Insurance Company, which are
registered as unit investment trusts under the Investment Company Act of 1940.

LIST OF SUBSIDIARIES AND AFFILIATES

1. MassMutual Holding Company, a Delaware corporation, all the stock of which
is owned by MassMutual.

2. MML Series Investment Fund, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares of which are
owned by separate accounts of MassMutual and companies controlled by
MassMutual.

3. MassMutual Institutional Funds, a registered open-end investment company
organized as a Massachusetts business trust, all of the shares are owned by
MassMutual.

4. MML Bay State Life Insurance Company, a Missouri corporation, all the stock
of which is owned by MassMutual.

5. MassMutual of Ireland, Ltd., incorporated in the Republic of Ireland, to
operate a group life and health claim office for MassMutual, all of the
stock of which is owned by MassMutual.

6. CM Assurance Company, a Connecticut life, accident, disability and health
insurer, all the stock of which is owned by MassMutual.

7. CM Benefit Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.

8. C.M. Life Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.

50
<PAGE>

9. MML Distributors, LLC, formerly known as Connecticut Mutual Financial
Services, LLC, a registered broker-dealer incorporated as a limited
liability company in Connecticut. MassMutual has a 99% ownership interest
and G.R. Phelps & Co. has a 1% ownership interest.

10. Panorama Series Fund, Inc., a registered open-end investment company
organized as a Maryland corporation. Shares of the fund are sold only to
MassMutual and its affiliates.

11. MassMutual Holding Trust I, a Massachusetts business trust, which acts as a
holding company for certain MassMutual subsidiaries and affiliates, all of
the stock of which is owned by MassMutual Holding Company.

12. MassMutual Holding Trust II, a Massachusetts business trust, which acts as
a holding company for certain MassMutual subsidiaries and affiliates, all
of the stock of which is owned by MassMutual Holding Company.

13. MassMutual Holding MSC, Inc., a Massachusetts corporation, which acts as a
holding company for certain MassMutual subsidiaries and affiliates, all of
the stock of which is owned by MassMutual Holding Company.

14. MML Investors Services, Inc., registered broker-dealer incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding
Company.

15. G.R. Phelps & Company, Inc., Connecticut corporation which formerly
operated as a securities broker-dealer, all the stock of which is owned by
MassMutual Holding Company.

16. MassMutual International, Inc., a Delaware corporation that acts as a
holding company of and provides services to international insurance
companies, all of the stock of which is owned by MassMutual Holding
Company.

17. MassLife Seguros de Vida S.A. (Argentina), a life insurance company
incorporated in Argentina. MassMutual International Inc. owns 99.99% of the
outstanding capital stock of MassLife Seguros de Vida S.A.

18. Cornerstone Real Estate Advisers, Inc., a Massachusetts equity real estate
advisory corporation, all the stock of which is owned by MassMutual Holding
Trust I.

19. DLB Acquisition Corporation ("DLB") is a Delaware corporation, which serves
as a holding company for certain investment advisory subsidiaries of
MassMutual. MassMutual Holding Trust I owns 83.7% of the outstanding
capital stock of DLB.

20. Oppenheimer Acquisition Corporation ("OAC") is a Delaware corporation,
which serves as a holding company for OppenheimerFunds, Inc. MassMutual
Holding Trust I owns 86% of the capital stock of OAC

21. Antares Leveraged Capital Corp., a Delaware corporation that operates as a
finance company, all of the stock of which is owned by MassMutual Holding
Trust I.

22. Charter Oak Capital Management, Inc., a Delaware corporation that operates
as an investment manager. MassMutual Holding Trust I owns 80% of the
capital stock of Charter Oak.

23. MML Realty Management Corporation, a property manager incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding Trust
II.

51
<PAGE>

24. Westheimer 335 Suites, Inc., was incorporated in Delaware to serve as a
general partner of the Westheimer 335 Suites Limited Partnership.
MassMutual Holding Trust II owns all the stock of Westheimer 335 Suites,
Inc.

25. CM Advantage, Inc., a Connecticut corporation that acts as a general
partner in real estate limited partnerships. MassMutual Holding Trust II
owns all of the outstanding stock.

26. CM International, Inc., a Delaware corporation that holds a mortgage pool
and issues collateralized bond obligations. MassMutual Holding Trust II
owns all the outstanding stock of CM International, Inc.

27. CM Property Management, Inc., a Connecticut real estate holding company,
all the stock of which is owned by MassMutual Holding Trust II.

28. Urban Properties, Inc., a Delaware real estate holding and development
company, all the stock of which is owned by MassMutual Holding Trust II.

29. MMHC Investment, Inc., a Delaware corporation which is a passive investor
in MassMutual High Yield Partners LLC. MassMutual Holding Trust II owns all
the outstanding stock of MMHC Investment, Inc.

30. HYP Management, Inc., a Delaware corporation which is the LLC Manager for
MassMutual High Yield Partners LLC and owns 1.28% of the LLC units of such
entity. MassMutual Holding Trust II owns all the outstanding stock of HYP
Management, Inc.

31. MassMutual Corporate Value Limited, a Cayman Islands corporation that owns
approximately 90% of MassMutual Corporate Value Partners Limited.
MassMutual Holding MSC, Inc. owns 46.19% of the outstanding capital stock
of MassMutual Corporate Value Limited.

32. MassMutual International (Bermuda) Ltd., a Bermuda life insurance company,
all of the stock of which is owned by MassMutual International Inc.

33. MassMutual Internacional (Chile) S.A. a Chilean corporation, which operates
as a holding company. MassMutual International Inc. owns 99% of the
outstanding shares and MassMutual Holding Company owns the remaining 1% of
the shares.

34. MassMutual International (Luxembourg) S.A. a Luxembourg corporation, which
operates as an insurance company. MassMutual International Inc. owns 99% of
the outstanding shares and MassMutual Holding Company owns the remaining 1%
of the shares.

35. Mass Seguros de Vida S.A., a life insurance company incorporated in Chile.
MassMutual Holding Company owns 33.5% of the outstanding capital stock of
Mass Seguros de Vida S.A.

36. MML Insurance Agency, Inc., a licensed insurance broker incorporated in
Massachusetts, all of the stock of which is owned by MML Investors
Services, Inc.

37. MML Securities Corporation, a Massachusetts securities corporation, all of
the stock of which is owned by MML Investors Services, Inc.

38. OppenheimerFunds, Inc., a registered investment adviser incorporated in
Colorado, all of the stock of which is owned by Oppenheimer Acquisition
Corporation

39. David L. Babson and Company, Incorporated, a registered investment adviser
incorporated in Massachusetts, all of the stock of which is owned by DLB
Acquisition Corporation.

52
<PAGE>

40. Cornerstone Office Management, LLC, a Delaware limited liability company
that is 50% owned by Cornerstone Real Estate Advisers, Inc. and 50% owned
by MML Realty Management Corporation.

41. Westheimer 335 Suites Limited Partnership, a Texas limited partnership of
which Westheimer 335 Suites, Inc. is the general partner.

42. MassMutual High Yield Partners LLC, a Delaware limited liability company,
that operates as a high yield bond fund. MassMutual holds 5.28%, MMHC
Investment Inc. holds 35.99%, and HYP Management, Inc. hold 1.28% for a
total of 42.55% of the ownership interest in this company.

43 MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high yield bond fund. MassMutual Corporate Value Limited
holds an approximately 90% ownership interest in this company.

44. First Israel Mezzanine Investors, Ltd., an Israeli corporation which
operates as managing general partner of First Israel Mezzanine Investors
Fund, LP. MassMutual holds a 33% ownership interest in First Israel
Mezzanine Investors, Ltd.

45. First Israel Mezzanine Investors Fund, LP, a Delaware limited partnership,
of which MassMutual holds a 37.5% ownership interest.

46. MBD Mezzanine Investments, LLC, a Delaware limited liability company, which
operates as the participating general partner of First Israel Mezzanine
Investors Fund, LP. MassMutual holds a 33% ownership interest in MBD
Mezzanine Investments, LLC.

47. Diversified Insurance Services Agency of America, Inc. (Alabama), a
licensed insurance broker incorporated in Alabama. MML Insurance Agency,
Inc. owns all the shares of outstanding stock.

48. Diversified Insurance Services Agency of America, Inc. (Hawaii), a licensed
insurance broker incorporated in Hawaii. MML Insurance Agency, Inc. owns
all the shares of outstanding stock.

49. MML Insurance Agency of Nevada, Inc., a Nevada corporation that operates as
an insurance broker, all of the stock of which is owned by MML Insurance
Agency, Inc.

50. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Ohio that operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. by means of a voting trust.

51. MML Insurance Agency of Texas, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Texas that operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. by means of a voting trust.

52. MML Insurance Agency of Mississippi, P.C., a Mississippi professional
corporation that operates as an insurance broker, all of the stock of which
is owned by MML Insurance Agency, Inc.

53. Origen Inversiones S.A., a Chilean corporation which operates as a holding
company. MassMutual Internacional (Chile) S.A. holds a 33.5% ownership
interest in this corporation.

54. Babson Securities Corporation, a registered broker-dealer incorporated in
Massachusetts, all of the stock of which is owned by David L. Babson and
Company, Incorporated.

55. Potomac Babson Incorporated, a Massachusetts corporation, is a registered
investment adviser. David L. Babson and Company Incorporated owns 60% of
the outstanding shares of Potomac Babson Incorporated.

53
<PAGE>

56. Babson-Stewart-Ivory International, a Massachusetts general partnership,
which operates as a registered investment adviser. David L. Babson and
Company Incorporated holds a 50% ownership interest in the partnership.

57. Oppenheimer Value Stock Fund ("OVSF) is a series of Oppenheimer Integrity
Funds, a Massachusetts business trust. OVSF is a registered open-end
investment company of which MassMutual owns 40% of the outstanding shares
of beneficial interest.

58. Oppenheimer Series Fund I Inc., a Maryland corporation and a registered
open-end investment company of which MassMutual and its affiliates own
approximately 27% of the outstanding shares of beneficial interest.

59. Centennial Asset Management Corporation, a Delaware corporation that serves
as the investment adviser and general distributor of the Centennial Funds.
OppenheimerFunds, Inc. owns all the stock of Centennial Asset Management
Corporation.

60. HarbourView Asset Management Corporation, a registered investment adviser
incorporated in New York, all the stock of which is owned by
OppenheimerFunds, Inc.

61. Main Street Advisers, Inc., a Delaware corporation, all the stock of which
is owned by OppenheimerFunds, Inc.

62. OppenheimerFunds Distributor, Inc., a registered broker-dealer incorporated
in New York, all the stock of which is owned by OppenheimerFunds, Inc.

63. Oppenheimer Partnership Holdings, Inc., a Delaware holding company, all the
stock of which is owned by OppenheimerFunds, Inc.

64. Shareholder Financial Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by OppenheimerFunds, Inc.

65. Shareholder Services, Inc., a transfer agent incorporated in Colorado, all
the stock of which is owned by OppenheimerFunds, Inc.

66. MultiSource Service, Inc., a Colorado corporation that operates as a
clearing broker, all of the stock of which is owned by OppenheimerFunds,
Inc.

67. Centennial Capital Corporation, a former sponsor of unit investment trust
incorporated in Delaware, all the stock of which is owned by Centennial
Asset Management Corporation.

68. Compensa Compania Seguros De Vida, a Chilean insurance company. Origen
Inversiones S.A. owns 99% of the outstanding shares of this company.

69. Cornerstone Suburban Office Investors, LP, a Delaware limited partnership,
which operates as a real estate operating company. Cornerstone Office
Management, LLC holds a 1% general partnership interest in this fund and
MassMutual holds a 99% limited partnership interest.

70. 505 Waterford Park Limited Partnership, a Delaware limited partnership,
which holds title to an office building in Minneapolis, Minnesota. MML
Realty Management Corporation holds a 1% general partnership interest in
this partnership and MassMutual holds a 99% limited partnership interest.

54
<PAGE>

71. The DLB Fund Group, an open-end management investment company, of which
MassMutual owns at least 25% of each series.

55
<PAGE>

MassMutual is the investment adviser to the following investment companies, and
as such may be deemed to control them.

1. MassMutual Corporate Investors, a registered closed-end Massachusetts
business trust.

2. MassMutual Participation Investors, a registered closed-end Massachusetts
business trust.

3. MML Series Investment Fund, a registered open-end Massachusetts business
trust, all of the shares are owned by separate accounts of MassMutual and
companies controlled by MassMutual.

4. MassMutual Institutional Funds, a registered open-end Massachusetts
business trust, all of the shares are owned by MassMutual.

5. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation that issued
Collateralized Bond Obligations on or about May 1, 1991, which is owned
equally by MassMutual interests (MassMutual and MassMutual Holding MSC,
Inc.) and Carlson Investment Management Co.

6. MassMutual Corporate Value Partners, Limited, an off-shore unregistered
investment company.

7. MassMutual High Yield Partners LLC, a high yield bond fund organized as
Delaware limited liability company.

Item 27. Number of Participants

Not applicable because as of the date this Post-effective Amendment No. 1 to the
Registration Statement, no Certificates have been sold.

Item 28. Indemnification

MassMutual directors and officers are indemnified under its by-
laws. No indemnification is provided with respect to any
liability to any entity which is registered as an investment
company under the Investment Company Act of 1940 or to the
security holders thereof, where the basis for such liability is
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of office.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of MassMutual pursuant to the foregoing
provisions, or otherwise, MassMutual has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by MassMutual of expenses incurred or
paid by a director, officer or controlling person of MassMutual
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, MassMutual
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

Item 29. Principal Underwriters

(a) MML Distributors, LLC, a wholly owned subsidiary of MassMutual acts as
principal underwriter for registered separate accounts of MassMutual,
C.M. Life and MML Bay State.

56
<PAGE>

(b)(1) MML Distributors, LLC, is the principal underwriter of the
Contracts. The following people are officers and directors of the
principal underwriter.

OFFICERS AND MEMBER REPRESENTATIVES
MML DISTRIBUTORS, LLC

Name and Position
with Principal Underwriter Principal Business Address
- -------------------------- --------------------------
<S> <C>
Kenneth M. Rickson One Monarch Place
Member Representative 1414 Main Street
G.R. Phelps & Co., Inc. Springfield, MA 01144-1013

Margaret Sperry 1295 State Street
Member Representative Springfield, MA 01111-0001
Massachusetts Mutual
Life Insurance Co.

Kenneth M. Rickson One Monarch Place
President 1414 Main Street
Springfield, MA 01144-1013

Ronald E. Thomson One Monarch Place
Vice President 1414 Main Street
Springfield, MA 01144-1013

Michael L. Kerley One Monarch Place
Vice President 1414 Main Street
Chief Legal Officer Springfield, MA 01144-1013
Assistant Secretary

John O'Connor One Monarch Place
Vice President 1414 Main Street
Springfield, MA 01144-1013

Robert S. Rosenthal One Monarch Place
Compliance Officer 1414 Main Street
Springfield, MA 01144-1013

James T. Birchall One Monarch Place
Treasurer 1414 Main Street
Springfield, MA 01144-1013

Bruce C. Frisbie 1295 State Street
Assistant Treasurer Springfield, MA 01111-0001

Raymond W. Anderson 140 Garden Street
Assistant Treasurer Hartford, CT 01654

Ann F. Lomeli 1295 State Street
Secretary Springfield, MA 01111-0001
</TABLE>

(b)(2) MML Investors Services, Inc. is the co-underwriter of the Contracts. The
following people are the officers and directors of the
co-underwriter.

57
<PAGE>

MML INVESTORS SERVICES, INC.
OFFICERS AND DIRECTORS

Name and Position
with Co-Underwriter Principal Business Address
- ------------------- --------------------------
<S> <C>
Kenneth M. Rickson One Monarch Place
President and Chief 1414 Main Street
Operating Officer Springfield, MA 01144-1013

Michael L. Kerley One Monarch Place
Second Vice President 1414 Main Street
Chief Legal Officer Springfield, MA 01144-1013
Assistant Secretary

Ronald E. Thomson One Monarch Place
Treasurer and Second 1414 Main Street
Vice President Springfield, MA 01144-1013

Thomas J. Finnegan, Jr. 1295 State Street
Secretary/Clerk Springfield, MA 01111

Marilyn A. Sponzo One Monarch Place
Assistant Secretary 1414 Main Street
Springfield, MA 01144-1013

John E. Forrest One Monarch Place
Second Vice President 1414 Main Street
National Sales Director Springfield, MA 01144-1013

Eileen D. Leo One Monarch Place
Assistant Treasurer 1414 Main Street
Springfield, MA 01103-1013

William Bartol One Monarch Place
Compliance Officer 1414 Main Street
Springfield, MA 01144-1013

Robert S. Rosenthal One Monarch Place
Compliance Officer 1414 Main Street

Springfield, MA 01144-1013

Trudy A. Fearon One Monarch Place
Sr. Registered Options Principal 1414 Main Street
Springfield, MA 01144-1013

Dennis L. Reyhons 1295 State Street
Regional Supervisor/South Springfield, MA 01111

Nicholas J. Orphan 245 Peach Tree Center Ave.
Regional Supervisor/South Suite 2330
Atlanta, GA 30303

</TABLE>

58
<PAGE>

MML INVESTORS SERVICES, INC.
OFFICERS AND DIRECTORS

Name and Position
with Co-Underwriter Principal Business Address
- ------------------- --------------------------
<S> <C>
William L. Tindall 1295 State Street
Chief Pension Management Springfield, MA 01111
Field Force Supervisor

Robert W. Kumming 1295 State Street
Regional Pension Management Springfield, MA 01111
Supervisor (East/Central)

Peter J. Zummo 1295 State Street
Regional Pension Management Springfield, MA 01111
Supervisor (South/West)

Bruce Lukowiak 6263 North Scottsdale Rd.
Regional Supervisor/West Suite 222
Scottsdale, AZ 85250

Robert Burke One Lincoln Centre
Regional Supervisor/Central Suite 1490
Oak Brook Terrace, IL
60181-4271

Lawrence V. Burkett 1295 State Street
Chairman of the Board Springfield, MA 01111
of Directors

Peter Cuozzo, CLU, ChFC 1295 State Street
Director Springfield, MA 01111

John B. Davies 1295 State Street
Director Springfield, MA 01111

Daniel J. Fitzgerald 1295 State Street
Director Springfield, MA 01111

Maureen R. Ford 140 Garden Street
Director Hartford, CT 01654

Gary T. Huffman 1295 State Street
Director Springfield, MA 01111

Isadore Jermyn, FIA, ASA 1295 State Street
Director Springfield, MA 01111

Susan Alfano 1295 State Street
Director Springfield, MA 01111

Anne Melissa Dowling 140 Garden Street
Director Hartford, CT 01654

</TABLE>

59
<PAGE>

Item 30.Location of Accounts and Records

The Company at 1295 State Street, Springfield, Massachusetts 01111-0001 will
maintain possession of the accounts, books or documents of the Separate Account
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the rules promulgated thereunder.

Item 31.Management Services

Not Applicable.

Item 32. Undertakings

a. Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more
than sixteen (16) months old or so long as payment under the variable
annuity contracts may be accepted.

b. Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that
an applicant can check to request a Statement of Additional Information,
(2) a postcard or similar written communication affixed to or included in
the Prospectus that the applicant can remove to send for a Statement of
Additional Information.

c. Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statement required to be made available under
this Form promptly upon written or oral request.

d. Massachusetts Mutual Life Insurance Company hereby represents that the fees
and charges deducted under the individual variable annuity contracts
described in this Registration Statement in the aggregate, are reasonable
in relation to the services rendered, the expenses expected to be incurred,
and the risks assumed by Massachusetts Mutual Life Insurance Company.

60
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
caused this Post-Effective Amendment No. 1 to Registration Statement No. 33-
63301 to be signed on its behalf by the undersigned thereunto duly authorized,
all in the city of Springfield and the Commonwealth of Massachusetts, on the
21st day of April, 1997.

CML/OFFITBANK Variable Annuity Separate Account

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)

By: /s/ Thomas B. Wheeler*
----------------------
Thomas B. Wheeler, Chief Executive Officer
Massachusetts Mutual Life Insurance Company

/s/ Richard M. Howe On April 21, 1997, as Attorney-in-Fact pursuant to
- ------------------- powers of attorney filed herewith.
*Richard M. Howe

As required by the Securities Act of 1933, this Post-Effective Amendment
No. 1 to Registration Statement No. 33-63301 has been signed by the following
persons in the capacities and on the duties indicated.

Signature Title Date
--------- ----- ----
<S> <C> <C>

/s/ Thomas B. Wheeler* Chief Executive Officer and April 21, 1997
- ---------------------------- Chairman of the Board
Thomas B. Wheeler

/s/ John J. Pajak* President, Chief Operating Officer April 21, 1997
- ---------------------------- and Director
John J. Pajak

/s/ Daniel J. Fitzgerald* Executive Vice President, April 21, 1997
- ---------------------------- Chief Financial Officer &
Daniel J. Fitzgerald Chief Accounting Officer

/s/ Roger G. Ackerman* Director April 21, 1997
- ----------------------------
Roger G. Ackerman

/s/ James R. Birle* Director April 21, 1997
- ----------------------------
James R. Birle

/s/ Frank C. Carlucci, III* Director April 21, 1997
- ----------------------------
Frank C. Carlucci, III

/s/ Gene Chao* Director April 21, 1997
- ----------------------------
Gene Chao, Ph.D.

/s/ Patricia Diaz Dennis* Director April 21, 1997
- ----------------------------
Patricia Diaz Dennis
</TABLE>
61
<PAGE>

/s/ Anthony Downs* Director April 21, 1997
- ----------------------------
Anthony Downs

/s/ James L. Dunlap* Director April 21, 1997
- ----------------------------
James L. Dunlap

/s/ William B. Ellis* Director April 21, 1997
- ----------------------------
William B. Ellis, Ph.D.

/s/ Robert M. Furek* Director April 21, 1997
- ----------------------------
Robert M. Furek

/s/ Charles K. Gifford* Director April 21, 1997
- ----------------------------
Charles K. Gifford

/s/ William N. Griggs* Director April 21, 1997
- ----------------------------
William N. Griggs

/s/ George B. Harvey* Director April 21, 1997
- ----------------------------
George B. Harvey

/s/ Barbara B. Hauptfuhrer* Director April 21, 1997
- ----------------------------
Barbara B. Hauptfuhrer

/s/ Sheldon B. Lubar* Director April 21, 1997
- ----------------------------
Sheldon B. Lubar

/s/ William B. Marx, Jr.* Director April 21, 1997
- ----------------------------
William B. Marx, Jr.

/s/ John F. Maypole* Director April 21, 1997
- ----------------------------
John F. Maypole

/s/ Donald F. McCullough* Director April 21, 1997
- ----------------------------
Donald F. McCullough

/s/ Alfred M. Zeien* Director April 21, 1997
- ----------------------------
Alfred M. Zeien

/s/ Richard M. Howe On April 21, 1997, as Attorney-in-Fact
- ---------------------------- pursuant to powers of attorney filed
herewith.
*Richard M. Howe
</TABLE>
62
<PAGE>

INDEX TO EXHIBITS
<TABLE>
<CAPTION>

EXHIBIT
<S> <C>
10 (i) Written Consent of Coopers & Lybrand, L.L.P., Independent Accountants
(ii) Powers of Attorney

14 Financial Data Schedule

</TABLE>

<PAGE>

Exhibit 10.i

[Coopers & Lybrand Letterhead]

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Massachusetts Mutual Life Insurance Company

We consent to the inclusion in Post-Effective Amendment No. 1 to the
Registration Statement of CML/OFFITBANK Variable Annuity Separate Account on
Form N-4 (Registration No. 33-63301), of our report, which includes explanatory
paragraphs relating to the use of statutory accounting practices, which
practices are no longer considered to be in accordance with generally accepted
accounting principles and the change in our opinion for the prior years, dated
February 7, 1997 on our audits of the financial statements of Massachusetts
Mutual Life Insurance Company. We also consent to the reference to our firm
under the caption "Independent Accountants."

Coopers & Lybrand L.L.P.

April 25, 1997

<PAGE>

Exhibit 10.ii

POWER OF ATTORNEY

MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------

The Undersigned, John J. Pajak, President and Chief Operating Officer of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.

The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as President and Chief Operating Officer of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of attorney
authorizes such attorneys and agents to sign the Undersigned's name on his
behalf as President and Chief Operating Officer of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.

MassMutual Separate Investment Account C

Massachusetts Mutual Variable Annuity Fund 1

Massachusetts Mutual Variable Annuity Fund 2

Massachusetts Mutual Variable Annuity Separate Account 1

Massachusetts Mutual Variable Annuity Separate Account 2

Massachusetts Mutual Variable Annuity Separate Account 3

Massachusetts Mutual Variable Life Separate Account I

Massachusetts Mutual Variable Life Separate Account II

Panorama Separate Account

CML Variable Annuity Account A

CML Variable Annuity Account B

CML Accumulation Annuity Account E

Connecticut Mutual Variable Life Separate Account I

CML/OFFITBANK Separate Account

66
<PAGE>

The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the Undersigned has set his hand this 17th day of February,
1997.

/s/ John J. Pajak
- ------------------------------------- -------------------------------
John J. Pajak Witness
President and Chief Operating Officer