UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 29549
FORM 13F
FORM 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: June 30,1999
Check here if Amendment [X] ; Amendment Number: 1
This Amendment (Check only one.) : [ ] is a restatement.
[X] adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: Massachusetts Mutual Life Insurance Company
Address: 1295 State Street
Springfield, Massachusetts 01111-0001
13F File Number: 28-548
The institutional investment manager filing this report and
the person by whom it is signed hereby represent that the
person signing the report is authorized to submit it,
that all information contained herein is true,correct, and
complete, and that it is understood that all required items,
statements, schedules,lists, and tables, are considered
integral parts of this form.
Person Signing this Report on Behalf of Reporting
Manager:
Name: David E. Fusco
Title: Compliance Director
Phone: 413-744-7410
Signature, Place, and Date of Signing:
/s/ David E. Fusco
Springfield, Massachusetts
August 27, 1999
Report Type (Check only one.):
[x] 13F HOLDINGS REPORT
[ ] 13F NOTICE
[ ] 13F COMBINATION REPORT
List of Other Managers Reporting for this Manager:
NONE
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FORM 13F
SUMMARY PAGE Report Summary:
Number of Other Included Managers: None (See note below)
Form 13F Information Table Entry Total: 15
Form 13F Information Table Value Total: $75,693,000
List of Other Included Managers:
Please note that in the past Form 13F's were filed by Massachusetts
Mutual Life Insurance Company ("MassMutual") on behalf of David L. Babson
and Company Inc. ("Babson") and OppenheimerFunds Inc. ("Oppenheimer").
Babson and Oppenheimer are indirect, majority-owned subsidiaries
of MassMutual. For this filing, and future filings, Babson and
Oppenheimer will file Form 13F's on their own behalf.
Babson and Oppenheimer have indicated that they exercise "sole"
investment discretion with respect to the securities positions
reported in their respective Form 13F's. Nevertheless, such
positions shall also be deemed reported on behalf of MassMutual
to the extent that MassMutual may be deemed to "share" investment
discretion over the positions as a result of its ownership
interests in Babson and Oppenheimer.
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<TABLE>
FORM 13F INFORMATION TABLE
<CAPTION>
Name of Issuer Title CUSIP Value Shrs or SH/ Put/ INVSTMT Other Voting Authority
Of Class (x$100) Prn amt PRN Call DSCRETN Mgrs Sole Shared None
___________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ardent Software COM 039794102 3,288 171,913 SH Sole 171,913
Chaparral Resource COM 159420306 35 977 SH Sole 977
D&K Healthcare Res COM 232861104 11,737 517,478 SH Sole 517,478
K N Energy Inc COM 482620101 237 17,754 SH Sole 17,754
Louis Dreyfus Nat COM 546011107 9,403 484,552 SH Sole 484,552
Mercury Computer COM 589378108 18,919 617,500 SH Sole 617,500
Multex.com Inc COM 625367107 8,273 333,350 SH Sole 333,350
Ocean Energy Inc COM 67481E106 1,157 126,488 SH Sole 126,488
Optical Security COM 683848204 1,463 500,000 SH Sole 500,000
Railtex Inc COM 750766107 1,560 118,331 SH Sole 118,331
Rent-Way Inc COM 76009U104 15,354 623,500 SH Sole 623,500
Transmontaigne COM 893934109 1,678 133,586 SH Sole 133,586
Supreme Inds COM CL A 868607102 1,917 219,927 SH Sole 219,927
T.G.C. Inds COM 872417308 13 12,722 SH Sole 12,722
Tridex Corp COM 895906105 659 285,714 SH Sole 285,714
</TABLE>
