UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
MASSMUTUAL PARTICIPATION INVESTORS
________________________________________________________________________
(Name of Issuer)
Common
________________________________________________________________________
(Title of Class of Securities)
576299101
_______________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ X ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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Page 1 of 3 pages
CUSIP No. 576299101
13G
________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Massachusetts Mutual Life Insurance Company
04-1590850
_________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(A) _______
not applicable
(B) _______
_________________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________________
4 CITIZENSHIP OF PLACE OF ORGANIZATION
Commonwealth of Massachusetts
_________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
SHARES 1,337,031
____________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH not applicable
____________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,337,031
____________________________________________________
8 SHARED DISPOSITIVE POWER
not applicable
_________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,337,031
_________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
not applicable
_________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.7%
_________________________________________________________________________
12 TYPE OF REPORTING PERSON *
IC (insurance company)
_________________________________________________________________________
* SEE INSTRUCTION BEFORE FILLING OUT!
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Page 2 of 3 pages
ITEM 1(a). Name of Issuer: MassMutual Participation Investors
ITEM 1(b). Address of Issuer's Principal Executive Offices:
1295 State Street
Springfield, Massachusetts 01111
ITEM 2(a). Name of Person Filing:
This statement is filed on behalf of Massachusetts
Mutual Life Insurance Company.
ITEM 2(b). Address of Principal Business Office:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111
ITEM 2(c). Citizenship
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY is
organized under the laws of the Commonwealth of Massachusetts
ITEM 2(d). Title of Class of Securities: Common Stock
ITEM 2(e). CUSIP NUMBER: 576299101
ITEM 3. This statement is filed pursuant to Rule 13d-1(b) by
Massachusetts Mutual Life Insurance Company,
an insurance company as defined in Section 3(a)(19).
ITEM 4. Ownership:
This statement if filed to report information as of
December 31, 1995.
(a) Amount Beneficially Owned:
Massachusetts Mutual Life Insurance Company
owns $12,000,000 Convertible Sr. Note due
July 15, 2002, convertible into common stock
at $9.1125 per share. MassMutual also owns
20,158 shares of common stock.
Total shares of common stock owned directly and
indirectly: 1,337,031.
The filing of this statement shall not be construed
as an admission that Massachusetts Mutual Life
Insurance Company for the purpose of sections
13(d) and 13(g) of the Securities Exchange Act of
1934, the beneficial owner of any common stock
of the issuer.
(b) Percent of Class:
Percentage of ownership is calculated as follows:
1,337,031 (shares held) / 9,220,000 (shares outstanding)
+ 1,316,872 (shares from note) = 12.7%
(c) Powers:
Massachusetts Mutual Life Insurance Company,
has sole power to vote or dispose 1,337,031 shares.
ITEM 5. Ownership of Five Percent or Less of a Class:
Not applicable
ITEM 6. Ownership of More Than Five Percent on Behalf
of Another Person:
Not applicable
ITEM 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company:
Note applicable
ITEM 8. Identification and Classification of Members
of the Group:
not applicable
ITEM 9. Notice of Dissolution of the Group:
Not applicable
ITEM 10. Certification:
By signing below, MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY certifies to the best of its
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction having
such purpose or effect.
Signature
- ---------
After reasonable inquiry and to the best of knowledge
and belief, MASSACHUSETTS MUTUTAL LIFE INSURANCE
COMPANY certifies that the information set forth in this
statement is true, complete and correct.
February 7, 1996
_____________________
Date
MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY
By:______________________
Name
Bruce E. Gaudette
Vice President
_________________________
(Print Name and Title
of Person Signing)
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