UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
D & K Healthcare Resources Inc.
__________________________________________________________________
(Name of Issuer)
Common
__________________________________________________________________
(Title of Class of Securities)
232861104
_______________________________
(CUSIP Number)
December 31, 1999
__________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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).
Page 1 of 6 Pages
<PAGE>
CUSIP No. 232861104
________________________________________________________________
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) _______
(B) __x____
__________________________________________________________________
3. SEC USE ONLY
__________________________________________________________________
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Commonwealth of Massachusetts
__________________________________________________________________
5. SOLE VOTING POWER
NUMBER OF
SHARES 245,990 Common Shares
____________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH Not applicable
____________________________________________________
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 245,990 Common Shares
____________________________________________________
8. SHARED DISPOSITIVE POWER
Not applicable
__________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
245,990 Common Shares
__________________________________________________________________
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
5.8%
__________________________________________________________________
12. TYPE OF REPORTING PERSON
IC (Insurance Company)
__________________________________________________________________
Page 2 of 6 Pages
<PAGE>
CUSIP No. 232861104
__________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MassMutual Corporate Investors
04-2483041
__________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(A) _______
(B) __x____
__________________________________________________________________
3. SEC USE ONLY
__________________________________________________________________
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Commonwealth of Massachusetts
__________________________________________________________________
5. SOLE VOTING POWER
NUMBER OF
SHARES 245,989 Common Shares
________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH Not Applicable
________________________________________________
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 245,989 Common Shares
________________________________________________
8. SHARED DISPOSITIVE POWER
Not Applicable
______________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
245,989 Common Shares
__________________________________________________________________
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
5.7%
__________________________________________________________________
12. TYPE OF REPORTING PERSON
IV (Investment Company)
__________________________________________________________________
Page 3 of 6 Pages
<PAGE>
ITEM 1(a) Name of Issuer: D & K Healthcare Resources, Inc.
ITEM 1(b) Address of Issuer's Principal Executive Offices:
8000 Maryland Ave
Suite 920
St. Louis, MO 63105
ITEM 2(a) Name of Person Filing:
This statement is filed on behalf of Massachusetts
Mutual Life Insurance Company and MassMutual Corporate
Investors which together may be regarded as a group for the
purpose of this statement. This statement is signed on
behalf of both the aforementioned parties, and therefore,
it does not include a separate agreement providing for a
joint filing.
ITEM 2(b) Address of Principal Business Office:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111
MASSMUTUAL CORPORATE INVESTORS
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
MASSMUTUAL CORPORATE INVESTORS 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: 232861104
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)and
MassMutual Corporate Investors, an investment
company registered under Section 8 of the Investment
Company Act of 1940, which together may be
regarded as a group pursuant to Rule 13d-1(b)(ii)(H).
Page 4 of 6 Pages
<PAGE>
ITEM 4 Ownership:
(a) Amount Beneficially Owned: 491,979 common shares
Massachusetts Mutual Life Insurance Company and
MassMutual Corporate Investors own respectively
245,990 and 245,989 shares of common stock. The
filing of this statement shall not be construed
as an admission that Massachusetts Mutual Life
Insurance Company and MassMutual Corporate Investors
are for the purposes of sections 13(d) and 13(g) of
the Securities Exchange Act of 1934, the beneficial
owners of any common stock of the issuer.
(b) Percent of Class: 11.5%
(c) Powers:
Massachusetts Mutual Life Insurance Company and
MassMutual Corporate Investors have sole power to vote
or to direct the vote and sole power to dispose or to
direct the disposition of 245,990 and 245,989 shares common
stock, respectively.
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
Page 5 of 6 Pages
<PAGE>
ITEM 10. Certification:
By signing below, MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
and MASSMUTUAL CORPORATE INVESTORS certify to the best
of their knowledge and belief, the securities referred
to above were acquired in the ordinary course of business and
were not acquired and not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
such purpose or effect.
After reasonable inquiry and to the best of their
knowledge and belief, MASSACHUSETTS MUTUTAL LIFE
INSURANCE COMPANY and MASSMUTUAL CORPORATE INVESTORS certify
that the information set forth in this statement is true,
complete and correct.
February 4, 2000 February 4, 2000
(Date) (Date)
MASSACHUSETTS MUTUAL
MASSMUTUAL CORPORATE LIFE INSURANCE COMPANY
INVESTORS
By: /signature/ By: /signature/
Charles McCobb Jr. Charles McCobb Jr.
Managing Director Managing Director
Page 6 of 6 Pages
