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MASSACHUSETTS MUTUAL LIFE INSURANCE CO
POS AM, 2000-04-04

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1.		Forepart of the Registration Statement and Outside Front Cover Page of Prospectus		Outside Front Cover Page
2.		Inside Front and Outside Back Pages of Prospectus		Inside Front Cover
3.		Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges		Product Description, Financial Statements
4.		Use of Proceeds		Investments by MassMutual
5.		Determination of Offering Price		Not Applicable
6.		Dilution		Not Applicable
7.		Selling Security Holders		Not Applicable
8.		Plan of Distribution		Distribution of Contracts
9.		Description of Securities to be Registered		Product Description
10.		Interests and Named Experts and Counsel		Not Applicable
11.		Information with Respect to the Registrant		MassMutual —Description of the Business; Management’s Discussion and Analysis; Financial Statements
12.		Incorporation of Certain Information by Reference		Not Applicable
13.		Disclosure of Commission Position on Indemnification for Securities Act Liabilities		Not Applicable

Ÿ	if you take a full or partial withdrawal;

Ÿ	if you transfer contract value from the fixed account;

Ÿ	if we pay a death benefit upon the death of the contract owner who is not the annuitant; or

Ÿ	if we begin making annuity payments.

The SEC has not approved these contracts or determined that this prospectus is accurate or complete. Any representation that it has is a criminal offense.

Index of Special Terms		2
Product Description		3
The Fixed Account and the Market Value            Adjustment Feature		3
Market Value Adjustment		3
Accumulation Phase of a Contract		5
The Guaranteed Rate		5
Contingent Deferred Sales Charge		5
Investments		7
Distribution of Contracts		7
Accounting Practices		8

Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
General		10
Forward-Looking Information		11
Results of Operations		12
Statement of Financial Position		21
Liquidity and Capital Resources		23
Investments		25
Quantitative and Qualitative            Information about Market Risk		35
Description of the Business		36
Experts and Additional Available
Information		48
Selected Historical Financial Data		48
Audited Statutory Financial Statements		FF-1

		Page
Expiration Date		5
Fixed Account		3
Guarantee Period		3
Guaranteed Rate		5
Market Value Adjustment		3
Segment		5
Withdrawal		3

Ÿ	the amount originally allocated,

Ÿ	multiplied on an annually compounded basis, by its guaranteed rate.

(1)	The guaranteed rate applied on May 10, 1998, to amounts credited to a 1-year segment is 4%;

(2)	The accumulated amount prior to the application of the MVA as of May 10, 1998, equals:

$1,000 x 1.06 4 = $1,262.48

(3)	The number of days remaining = 365 and

(4)	The MVA equals $24.28, and is calculated according to the following formula:

(1)	The guaranteed rate applied on May 10, 1995, to amounts credited to a 4-year segment is 10%;

(2)	The accumulated amount prior to the application of MVA as of May 10, 1995, equals:

$1,000 x 1.05 3 = $1,157.63

(3)	The period of time from May 10, 1995, to the end of the guarantee period is 4 years or 1460 days, and

(4)	The MVA equals $-196.56, and is calculated according to the following formula:

Full Years Since Purchase Payment		Contingent Deferred Sales Charge
0		7%
1		6%
2		5%
3		4%
4		3%
5		2%
6		1%
7 or more		0%

(a)	acquisition costs, such as commissions and other costs directly related to 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)

statutory policy reserves are based upon the commissioners’ reserve valuation methods and statutory mortality, morbidity and interest assumptions, whereas GAAP reserves would generally be based upon net level premium and estimated gross margin methods and appropriately conservative estimates of future mortality, morbidity, and interest assumptions;

(c)	bonds are generally carried at amortized cost whereas GAAP generally requires they be reported at fair value;

(d)	deferred income taxes are not provided for book-tax timing differences as would be required by GAAP;

(e)	payments received for universal and variable life products, variable annuities, and investment related products are reported as premium income and changes in reserves, whereas under GAAP, these payments would be recorded as deposits to policyholders’ account balances; and

(f)	majority owned subsidiaries are accounted for using the equity method, whereas GAAP would require these entities to be consolidated.

Ÿ	bonds at amortized cost, using the interest method;

Ÿ	preferred stocks in good standing at cost;

Ÿ	common stocks at fair value;

Ÿ	mortgage loans at unpaid principal net of unamortized premium or discount;

Ÿ	real estate at cost less accumulated depreciation, impairment allowances, and mortgage encumbrances;

Ÿ	policy loans at the outstanding loan balance less amounts unsecured by the cash surrender value of the policy;

Ÿ	short-term investments at amortized cost; and

Ÿ	investments in unconsolidated subsidiaries and affiliates, joint ventures and other forms of partnerships using the equity method.

Ÿ	developing and distributing a broad and superior portfolio of innovative financial products and services,

Ÿ	sophisticated asset/liability management,

Ÿ	rigorous expense control,

Ÿ	prudent underwriting standards,

Ÿ	the adoption of efforts to improve persistency and retention levels, and

Ÿ	continued commitment to the high credit quality of our general account investment portfolio.

		December 31,
		1999		1998		1997
		(In Millions)
Policyholders ’ contingency reserves		$3,411		$3,189		$2,873
Asset valuation reserve		959		975		864
One-half of the apportioned dividend liability		530		505		472
Total adjusted capital (1)		$4,900		$4,669		$4,209

(1)	Defined by the NAIC as surplus plus consolidated AVR and one half of the consolidated apportioned dividend liability.

		Years Ended December 31,
		1999		1998		1997			% Change 99 vs. 98			% Change 98 vs. 97
		($ In Millions)
Revenue:
Premium income		$  7,630		$  7,482		$  6,765			2	%		11	%
Net investment income		3,076		2,957		2,870			4			3
Fees and other income		184		154		127			19			21
Total revenue		10,890		10,593		9,762			3			9
Benefits and expenses:
Policyholders ’ benefits and payments		7,294		5,874		6,584			24			(11	)
Addition to policyholders’ reserves and funds		1,127		2,300		827			(51	)		178
Commissions		282		299		315			(6	)		(5	)
Operating expenses, state taxes, licenses and fees		533		598		533			(11	)		12
Total benefits and expenses		9,236		9,071		8,259			2			10
Net gain from operations before federal income taxes and dividends		1,654		1,522		1,503			9			1
Federal income taxes		161		199		284			(19	)		(30	)
Net gain from operations before dividends		1,493		1,323		1,219			13			9
Dividends to policyholders		1,031		983		919			5			7
Net gain from operations		462		340		300			36			13
Net realized capital gain (loss)		5		26		(43	)		(81	)		160
Net income		$    467		$    366		$    257			28	%		42	%

		Years Ended December 31,
		1999		1998			1997			% Change 99 vs. 98			% Change 98 vs. 97
		($ In Millions)
Gross investment income:
Bonds		$1,856		$1,887			$1,860			(2	)%		1	%
Common stocks		4		6			3			(33	)		100
Mortgage loans		516		441			446			17			(1	)
Real estate		352		336			317			5			6
Other investments		195		104			104			88			-
Policy loans		397		385			370			3			4
Cash and short-term investments		74		103			73			(28	)		41
Total gross investment income		3,394		3,262			3,173			4			3
Investment expenses		(336)		(314	)		(302	)		(7	)		(4	)
Interest expense		(34)		(33	)		(35	)		(3	)		6
IMR amortization and gain from separate accounts		52		42			34			24			24
Net investment income		$3,076		$2,957			$2,870			4	%		3	%

		Years Ended December 31,
		1999			1998			1997			% Change 99 vs. 98			% Change 98 vs. 97
		($ In Millions)
Realized capital gain (loss):
Bonds		$   (29	)		$284			$132			(110	)%		115	%
Common stocks		50			62			83			(19	)		(25	)
Mortgage loans		(3	)		5			(57	)		(160	)		109
Real estate		16			34			(6	)		(53	)		NM
Hedging instruments		(31	)		(39	)		(33	)		21			(18	)
Other investments		(3	)		33			13			(109	)		154
Federal and state taxes		(24	)		(155	)		(73	)		85			(112	)
Net realized capital gains (losses) before deferral into IMR		(24	)		224			59			(111	)		280
(Gains) losses deferred into IMR		45			(305	)		(158	)		115			(93	)
Less: taxes on net deferred gains (losses)		(16	)		107			56			(115	)		91
Net deferred into IMR		29			(198	)		(102	)		115			(94	)
Net realized capital gain (loss)		$    5			$ 26			$   (43	)		(81	)%		160	%

		Years Ended December 31,
		1999			1998			1997			% Change 99 vs. 98			% Change 98 vs. 97
		($ In  Millions)
Gross capital gains		$103			$   332			$   201			(69	)%		65	%
Gross capital losses		(132	)		(48	)		(69	)		(175	)		30
Net realized capital gains (losses)		$   (29	)		$  284			$  132			(110	)%		115	%

		Years Ended December 31,
		1999			1998			1997			% Change 99 vs. 98			% Change 98 vs. 97
		($ In  Millions)
Equity-related losses		$(15	)		$(24	)		$(16	)		38	%		(50	)%
Interest-related losses		(16	)		(15	)		(19	)		(7	)		21
Other gains		-			-			2			-			(100	)
Total		$(31	)		$(39	)		$(33	)		21	%		(18	)%

		Years Ended December 31,
		1999		1998		1997			% Change 99 vs. 98			% Change 98 vs. 97
		($ In Millions)
Revenue:
Premium income		$3,814		$4,614		$4,299			(17	)%		7	%
Net investment income		2,429		2,298		2,159			6			6
Fees and other income		147		137		113			7			21
Total revenue		6,390		7,049		6,571			(9	)		7
Benefits and expenses:
Policyholders ’ benefits and payments		3,087		2,640		2,547			17			4
Addition to policyholders’ reserves and funds		1,056		2,197		1,846			(52	)		19
Commissions		261		282		302			(7	)		(7	)
Operating expenses, state taxes, licenses and fees		458		523		462			(12	)		13
Total benefits and expenses		4,862		5,642		5,157			(14	)		9
Net gain from operations before federal income taxes and dividends		1,528		1,407		1,414			9			-
Federal income taxes		142		193		271			(26	)		(29	)
Net gain from operations before dividends		1,386		1,214		1,143			14			6
Dividends to policyholders		1,029		981		916			5			7
Net gain from operations		357		233		227			53			3
Net realized capital gain (loss)		13		24		(11	)		(46	)		318
Net income		$ 370		$ 257		$ 216			44	%		19	%

		Years Ended December 31,
		1999		1998		1997		% Change 99 vs. 98			% Change 98 vs. 97
		($ In Millions)
Premium Income:
Whole life		$       2,584		$       2,551		$       2,515		1	%		1	%
Term life		160		137		138		17			(1	)
Universal, variable & corporate owned life		468		815		379		(43	)		115
Annuities and supplemental contracts		299		820		981		(64	)		(16	)
Disability income		303		291		286		4			2
Total		$      3,814		$      4,614		$      4,299		(17	)%		7	%
Life Insurance Sales Face Amount:
Whole life		$       3,991		$       4,556		$       5,729		(12	)%		(20	)%
Term life		8,002		5,289		5,392		51			(2	)
Universal, variable & corporate owned life		5,605		8,323		2,751		(33	)		NM
Total		$     17,598		$     18,168		$     13,872		(3	)%		31	%
Life Insurance In Force Face Amount:
Whole life		$   126,608		$   124,336		$   127,366		2	%		(2	)%
Term life		33,672		37,991		42,676		(11	)		(11	)
Universal, variable & corporate owned life		36,831		33,158		29,125		11			14
Total		$   197,111		$   195,485		$   199,167		1	%		(2	)%
		(In Whole Units)
Number of Policies In Force:
Whole life		1,583,134		1,636,365		1,759,312		(3	)%		(7	)%
Term life		171,544		204,882		281,494		(16	)		(27	)
Universal, variable & corporate owned life		98,245		94,052		88,676		4			6
Annuities		311,017		322,781		314,189		(4	)		3
Disability income		292,905		286,756		288,244		2			(1	)
Total		2,456,845		2,544,836		2,731,915		(3	)%		(7	)%

		Years  Ended December 31,
		1999			1998		1997			% Change 99 vs. 98			% Change 98 vs. 97
		($ In Millions)
Revenue:
Premium income		$3,816			$2,868		$2,466			33	%		16	%
Net investment income		647			659		711			(2	)		(7	)
Fees and other income		37			17		14			118			21
Total revenue		4,500			3,544		3,191			27			11
Benefits and expenses:
Policyholders ’ benefits and payments		4,207			3,234		4,037			30			(20	)
Addition to policyholders’ reserves and funds		71			103		(1,019	)		(31	)		110
Commissions		21			17		13			24			31
Operating expenses, state taxes, licenses and fees		75			75		71			-			6
Total benefits and expenses		4,374			3,429		3,102			28			11
Net gain from operations before federal income taxes and dividends		126			115		89			10			29
Federal income taxes		19			6		13			NM			(54	)
Net gain from operations before dividends		107			109		76			(2	)		43
Dividends to policyholders		2			2		3			-			(33	)
Net gain from operations		105			107		73			(2	)		47
Net realized capital gain (loss)		(8	)		2		(32	)		NM			106
Net income		$    97			$ 109		$    41			(11)	%		166	%

		Years  Ended December 31,
		1999		1998		1997		%  Change 99 vs. 98			%  Change 98 vs. 97
		($ In  Millions)
Premium Income:
Defined contribution		$2,847		$2,281		$1,635		25	%		39	%
GIC and single premium annuity contracts		553		3		9		NM			(67	)
Separate accounts		240		365		530		(34	)		(31	)
Defined benefit		87		69		97		26			(29	)
Other		89		150		195		(41	)		(23	)
Total		$3,816		$2,868		$2,466		33	%		16	%
Current Year New Sales		$1,803		$1,436		$1,070		26	%		34	%

		Years  Ended December 31,
		1999		1998		%  Change
		($ In  Millions)
Assets:
Bonds		$24,598		$25,216		(2	)%
Common stocks		294		296		(1	)
Mortgage loans		6,541		5,917		11
Real estate		2,139		1,740		23
Other investments		2,517		2,264		11
Policy loans		5,467		5,224		5
Cash and short-term investments		1,786		1,123		59
Total investments		43,342		41,780		4
Other assets		1,331		1,306		2
		44,673		43,086		4
Separate account assets		20,453		19,590		4
Total assets		$65,126		$62,676		4	%
Liabilities:
Policyholders ’ reserves and funds		$37,192		$35,277		5	%
Policyholders ’ dividends		1,071		1,022		5
Policyholders ’ claims and other benefits		329		332		(1	)
Federal income taxes		734		635		16
Asset valuation and other investment reserves		994		1,053		(6	)
Other liabilities		943		1,579		(40	)
		41,263		39,898		3
Separate account liabilities		20,452		19,589		4
Total liabilities		61,715		59,487		4
Policyholders’ contingency reserves		3,411		3,189		7
Total liabilities and policyholders’ contingency reserves		$65,126		$62,676		4	%

Ÿ	1999 net income of $467 million and

Ÿ	an increase of $60 million due to the change in AVR and other investment reserves,

Ÿ	a decrease of $202 million from net unrealized capital losses, of which $157 million is due to the change in unrealized gains on unconsolidated subsidiaries that includes the impact of the $100 million dividend received from a non-insurance subsidiary;

Ÿ	a decrease of $79 million due to benefit plan enhancements, and

Ÿ	a decrease of $24 million from change in prior year policyholders’ reserves, nonadmitted assets, and other changes.

		December  31,
		1999					1998
		Amount		% of Total			Amount		% of Total
		($ In  Millions)
Subject to discretionary withdrawal with adjustment:
With market value adjustment		$ 3,867		13	%		$ 4,530		15	%
At market value		19,949		66			18,592		62
At book value less surrender charge		141		-			124		-
		23,957		79			23,246		77
Subject to discretionary withdrawal without adjustment:
At book value (minimal or no charge or adjustment)		2,597		9			3,429		12
Not subject to discretionary withdrawal		3,656		12			3,392		11
Total annuity reserves and deposit fund liabilities		$30,210		100	%		$30,067		100	%

		December  31,
		1999								1998								1997
		Carrying Value		% of Total			Yield			Carrying Value		% of Total			Yield			Carrying Value		% of Total			Yield
		($ In  Millions)
Bonds		$24,598		57	%		7.7	%		$25,216		60	%		8.1	%		$23,508		59	%		8.1	%
Common stocks		294		1			1.4			296		1			1.7			355		1			1.0
Mortgage loans		6,541		15			8.6			5,917		14			8.2			5,246		13			9.2
Real estate		2,139		5			12.3			1,740		4			13.3			1,698		4			11.7
Other investments		2,517		6			8.5			2,264		5			5.1			1,964		5			6.3
Policy loans		5,467		12			7.7			5,224		13			7.9			4,950		13			7.9
Cash and short-term investments		1,786		4			5.2			1,123		3			7.0			1,941		5			4.9
Total investments		$43,342		100	%		8.0	%		$41,780		100	%		8.0	%		$39,662		100	%		8.1	%

		December 31, 1999
		Carrying Value		% of Total
		($ In Millions)
Due in one year or less		$    426		2	%
Due after one year through five years		4,289		17
Due after five years through ten years		9,919		40
Due after ten years		4,167		17
		18,801		76
Mortgage-backed securities 1		5,797		24
Total		$24,598		100	%

		December  31, 1999
		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Net Unrealized Gains (Losses)			Estimated Fair Value
		(In  Millions)
U.S. Treasury securities and obligations of U.S. government corporations and agen- cies		$ 3,871		$     106		$       100		$        6			$ 3,877
Debt securities issued by foreign govern- ments		24		2		-		2			26
Mortgage-backed securities		3,468		65		93		(28	)		3,440
State and local governments		296		12		11		1			297
Corporate debt securities		14,393		277		507		(230	)		14,163
Utilities		802		37		19		18			820
Affiliates		1,744		4		3		1			1,745
Total		$24,598		$     503		$    733		$     (230	)		$24,368
		December  31, 1998
		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Net Unrealized Gains			Estimated Fair Value
		(In  Millions)
U.S. Treasury securities and obligations of U.S. government corporations and agen- cies		$ 4,945		$    473		$        21		$    452			$ 5,397
Debt securities issued by foreign govern- ments		41		1		1		-			41
Mortgage-backed securities		3,735		188		14		174			3,909
State and local governments		361		33		8		25			386
Corporate debt securities		14,133		845		118		727			14,860
Utilities		886		103		-		103			989
Affiliates		1,115		1		1		-			1,115
Total		$25,216		$  1,644		$       163		$  1,481			$26,697

				December 31,
NAIC Bond Classes		Rating Agency Equivalent Designation		1999					1998
				Carrying Value		% of Total			Carrying Value		% of Total
				($ In Millions)
1		Aaa/Aa/A		$15,328		59	%		$16,014		61	%
2		Baa		8,496		33			7,931		30
3		Ba		1,121		4			1,498		6
4		B		765		3			752		3
5		Caa and lower		215		1			35		-
6		In or near default		104		-			35		-
		Total		$26,029		100	%		$26,265		100	%

				December 31,
NAIC Bond Classes		Rating Agency Equivalent Designation		1999					1998
				Carrying Value		% of Total			Carrying Value		% of Total
				($ In Millions)
1		Aaa/Aa/A		$10,447		76	%		$11,921		80	%
2		Baa		2,786		20			2,374		16
3		Ba		228		2			356		2
4		B		316		2			328		2
5		Caa and lower		42		-			17		-
6		In or near default		17		-			1		-
		Total		$13,836		100	%		$14,997		100	%

				December 31,
NAIC Bond Classes		Rating Agency Equivalent Designation		1999					1998
				Carrying Value		% of Total			Carrying Value		% of Total
				($ In Millions)
1		Aaa/Aa/A		$ 4,881		40	%		$ 4,093		37	%
2		Baa		5,710		47			5,557		49
3		Ba		893		7			1,142		10
4		B		449		4			424		4
5		Caa and lower		173		1			18		-
6		In or near default		87		1			34		-
		Total		$12,193		100	%		$11,268		100	%

Ÿ	broader access to management information,

Ÿ	strengthened negotiated protective covenants,

Ÿ	call protection features, and

Ÿ	a higher level of collateralization than can customarily be achieved in the public market.

		December 31, 1999
		Public					Private					Total
Industry Category		Carrying Value		% of Total			Carrying Value		% of Total			Carrying Value		% of Total
		($ In Millions)
Collateralized 1		$ 6,662		48	%		$ 1,185		10	%		$ 7,847		30	%
Finance		1,213		9			3,162		26			4,375		17
Other services		464		3			1,845		15			2,309		9
Natural resources		1,018		7			1,186		10			2,204		9
Producer goods		519		4			1,387		11			1,906		7
Government		1,735		13			64		-			1,799		7
Utilities		574		4			448		4			1,022		4
Transportation		236		2			586		5			822		3
Media		338		2			462		4			800		3
Consumer goods		314		2			441		4			755		3
Technology		159		1			536		4			695		3
Telecommunications		411		3			157		1			568		2
Retail		114		1			336		3			450		2
Health care		67		1			250		2			317		1
Others		12		-			148		1			160		-
Total		$13,836		100	%		$12,193		100	%		$26,029		100	%

Ÿ	material declines in revenues or margins,

Ÿ	significant uncertainty regarding the issuer’s industry,

Ÿ	debt service coverage or cash flow ratios that fall below industry-specific thresholds,

Ÿ	violation of financial covenants,

Ÿ	trading of public securities at a substantial discount due to specific credit concerns, and

Ÿ	other subjective factors that relate to the issuer.

		December 31,
		1999		1998
		(In Millions)
Performing:
Public		$ 42		$   17
Private		173		18
Total performing		215		35
Under-performing:
Public		17		1
Private		87		34
Total under-performing		104		35
Total		$319		$  70

Ÿ	$33 million NAIC Class 1,

Ÿ	$164 million NAIC Class 2,

Ÿ	$102 million NAIC Class 3,

Ÿ	$296 million NAIC Class 4,

Ÿ	$84 million NAIC Class 5, and

Ÿ	$3 million NAIC Class 6.

		December 31, 1999
		Carrying Value		% of Total
		($ In Millions)
Commercial:
Due in one year or less		$ 250		4	%
Due after one year through five years		1,301		20
Due after five years through ten years		1,871		29
Due after ten years		1,736		26
Total commercial		5,158		79
Residential		1,383		21
Total		$6,541		100	%

		December 31,
		1999					1998
		Carrying Value		% of Total			Carrying Value		% of Total
		($ In Millions)
Office		$2,056		40	%		$1,484		32	%
Apartments		1,068		21			552		12
Hotels & Motels		881		17			706		16
Retail		605		12			700		15
Industrial & Other		548		10			1,153		25
		$5,158		100	%		$4,595		100	%

		December 31,
		1999					1998
		Carrying Value		% of Total			Carrying Value		% of Total
		($ In Millions)
West		$1,171		23	%		$ 976		21	%
Midwest		959		19			731		16
Northeast		833		16			778		17
Southwest		779		15			764		17
Mid-Atlantic		750		14			620		13
Southeast		666		13			726		16
		$5,158		100	%		$4,595		100	%

Ÿ	lease analysis,

Ÿ	property transfer analysis,

Ÿ	economic and financial reviews,

Ÿ	tenant analysis, and

Ÿ	oversight of default and bankruptcy proceedings.

Ÿ	borrower bankruptcies,

Ÿ	major tenant bankruptcies,

Ÿ	requests for restructuring,

Ÿ	delinquent tax payments,

Ÿ	late payments,

Ÿ	loan-to-value or debt service coverage deficiencies, and

Ÿ	overall vacancy levels.

		December 31,
		1999		1998
		(In Millions)
Restructured		$ 82		$127
In Process of Foreclosure		17		6
In Default		14		14
Total		$113		$147

		December 31, 1999
		Total Loan Amount		Problem Loan Amount		% of Total Loan Amount
		($ In Millions)
Office		$2,056		$      59		3	%
Apartments		1,068		21		2
Hotels & Motels		881		-		-
Retail		605		15		2
Industrial & Other		548		18		3
Total		$5,158		$   113		2	%

		December 31, 1999
		Total Loan Amount		Problem Loan Amount		% of Total Loan Amount
		($ In Millions)
West		$1,171		$      34		3	%
Midwest		959		26		3
Northeast		833		20		2
Southwest		779		3		-
Mid-Atlantic		750		20		3
Southeast		666		10		2
Total		$5,158		$   113		2	%

		December 31, 1999						December 31, 1998
		MassMutual			ACLI			MassMutual			ACLI
Delinquent 1		0.27	%		0.16	%		0.31	%		0.17	%
Restructured 2		1.57			2.41			2.76			3.02
In foreclo- sure		0.33			0.15			0.13			0.31
Subtotal		2.17			2.72			3.20			3.50
Foreclosed		0.25			0.26			0.38			0.44
Total		2.42	%		2.98	%		3.58	%		3.94	%

		December 31,
		1999					1998
		Carrying Value		% of Total			Carrying Value		% of Total
		($ In Millions)
Office		$ 884		41	%		$   652		37	%
Hotels & Motels		787		37			572		33
Apartments		226		11			170		10
Retail		192		9			222		13
Industrial & Other		50		2			124		7
Total		$2,139		100	%		$1,740		100	%

		December 31,
		1999					1998
		Carrying Value		% of Total			Carrying Value		% of Total
		($ In Millions)
Northeast		$ 524		25	%		$ 434		25	%
West		408		19			258		15
Mid-Atlantic		329		16			277		16
Southwest		328		15			184		10
Southeast		307		14			316		18
Midwest		243		11			271		16
Total		$2,139		100	%		$1,740		100	%

Ÿ	the net worth and capital structure of the borrower,

Ÿ	the value of the collateral,

Ÿ	the presence of additional credit support and

Ÿ	our evaluation of the borrower’s ability to compete in a relevant market.

		Total Investment Reserves
		Bonds, Preferred Stocks and Short-term Investments			Mortgage Loans			Real Estate and Other Invested Assets			Common Stock			Special Contingency Reserve for Surplus Notes			Total
		(In Millions)
Balance at December 31, 1997 1		$     248			$     152			$     270			$     274			$      28			$ 972
Reserve contributions 2		39			34			(46	)		(19	)		(4	)		4
Transfers among categories		(4	)		4			—			—			—			—
Net realized capital gains (losses) 3		(8	)		(7	)		53			26			—			64
Unrealized capital gains (losses) 4		(9	)		—			—			22			—			13
Net change to policyholders’ contin- gency reserves 5		18			31			7			29			(4	)		81
Balance at December 31, 1998 1		$   266			$   183			$   277			$   303			$    24			$1,053
Reserve contributions 2		57			7			—			21			(17	)		68
Transfers among categories		14			(14	)		—			—			—			—
Net realized capital gains (losses) 3		(4	)		(6	)		17			28			—			35
Unrealized capital gains (losses) 4		(53	)		—			(8	)		(101	)		—			(162	)
Net change to policyholders’ contin- gency reserves 5		14			(13	)		9			(52	)		(17	)		(59	)
Balance at December 31, 1999 1		$     280			$     170			$     286			$     251			$        7			$ 994

		AVR		Other Investment Reserves		Total
		(In Millions)
Balance at December 31, 1997		$     841		$     131		$   972
Balance at December 31, 1998		$   952		$   101		$   1,053
Balance at December 31, 1999		$     937		$      57		$   994

Ÿ	Individual Line of Business, which includes life, disability, annuities, corporate owned life insurance, and investment products and services; and

Ÿ	Retirement Services, which provides retirement plan sponsors and participants a full range of products and services in the defined contribution, defined benefit and non-qualified deferred compensation plan markets.

		(Unaudited)
		Years Ended December 31,
		1999		1998		1997		1996		1995
		(In Millions)
Premium Income:
Individual line operations		$ 3,814		$ 4,614		$ 4,299		$ 4,286		$ 3,924
Retirement services operations		3,816		2,868		2,466		2,043		1,804
Total premium income		$ 7,630		$ 7,482		$ 6,765		$ 6,329		$ 5,728
Net Investment Income:
Individual line operations		$ 2,429		$ 2,298		$ 2,159		$ 2,037		$ 1,952
Retirement services operations		647		659		711		797		890
Total net investment income		$ 3,076		$ 2,957		$ 2,870		$ 2,834		$ 2,842
Net Income:
Individual line operations		$    370		$    257		$    216		$    225		$    165
Retirement services operations		97		109		41		40		25
Total net income		$    467		$    366		$    257		$    265		$    190
Total Assets (at period end):
Individual line operations		$45,092		$43,687		$40,072		$36,361		$33,902
Retirement services operations		20,034		18,989		17,563		16,986		16,595
Total assets		$65,126		$62,676		$57,635		$53,347		$50,497

Ÿ	Oppenheimer Acquisition Corporation (“OAC”), with $123.3 billion of assets under management (“AUM”) at December 31, 1999, is one of the largest mutual fund companies in the United States;

Ÿ	DLB Acquisition Corporation, with $18.9 billion of AUM at December 31, 1999, manages funds for both individual clients and institutional investors;

Ÿ	Charter Oak Capital Management, Inc., with $3.6 billion of AUM at December 31, 1999;

Ÿ	Cornerstone Real Estate Advisers, Inc., with $3.3 billion of AUM at December 31, 1999, is a manager of and adviser on commercial real estate; and

Ÿ	Antares Capital Corporation, a finance company which lends and syndicates loans to smaller companies.

Ÿ	Oppenheimer Acquisition Corporation and subsidiaries;

Ÿ	DLB Acquisition Corporation and subsidiaries;

Ÿ	Cornerstone Real Estate Advisers, Inc; and

Ÿ	Antares Capital Corporation.

		1999			1998			1997
		(In millions)
Domestic life insurance subsidiaries:
Revenues		$1,587			$1,152			$1,087
Net income (loss)		(26	)		(3	)		1
Assets		5,947			4,753			3,767
Other Subsidiaries:
Revenues		1,393			1,137			967
Net income		115			74			75
Assets		3,542			2,840			2,019

Ÿ	asset risk,

Ÿ	insurance risk,

Ÿ	interest rate risk, and

Ÿ	business risk.

Ÿ

creates a “financial services holding company” that may conduct a broad range of financial activity, including banking, insurance and securities as well as real estate development activities. The Federal Reserve Board is designated as the “umbrella regulator ” of the holding company. The Act prohibits holding companies from engaging in commercial activities.

Ÿ	permits cross industry acquisitions 120 days after enactment, or March 12, 2000.

Ÿ	provides for functional regulation of insurance activities by the states regardless of the nature of the entity that is engaging in those activities.

Ÿ	prohibits direct bank sales and underwriting of insurance by banks.

Ÿ	permits insurance sales activities in a bank, a bank affiliate, or in a bank-operating subsidiary.

Ÿ	limits insurance underwriting to bank affiliates.

Ÿ	requires financial institutions to develop and disclose privacy policies to customers at the beginning of a customer relationship and annually thereafter.

Ÿ

requires financial institutions to give their customers the right to object to sharing personal information with unaffiliated third parties (to “opt out”). However, consumers are not required to consent to information sharing with affiliates or pursuant to joint marketing arrangements or to facilitate a third party servicing of customer accounts.

Ÿ	prevents states from enacting laws that “prevent or significantly interfere” with national banks sales. However, the Act establishes 13 separate “safe harbor” provisions. These “safe harbors” set forth-specified types of state law that cannot be preempted.

Ÿ	creates a federal definition of insurance for underwriting purposes.

Ÿ	establishes a dispute resolution process by which preemption challenges to insurance regulation enacted in the future will be decided on the merits, without giving unequal deference to the views of either the Comptroller of the Currency (OCC) or state insurance regulators.

Ÿ

provides for the creation of the National Association of Registered Agents and Brokers (NARAB), a clearinghouse for insurance agents who are licensed in more than one state. NARAB will not come into existence if a majority of states enact uniform licensing or reciprocity laws within three years of the enactment of the legislation.

Ÿ	Cornerstone Real Estate Advisers, Inc.,

Ÿ	David L. Babson and Company, Inc.,

Ÿ	Charter Oak Capital Management, Inc., and

Ÿ	OppenheimerFunds, Inc.

Ÿ	MML Series Investment Fund,

Ÿ	Oppenheimer Variable Account Funds,

Ÿ	Panorama Series Fund, Inc.,

Ÿ	Oppenheimer Series Fund, Inc.,

Ÿ	six mutual funds advised by David L. Babson and Company, Inc.,

Ÿ	MassMutual Corporate Investors, and

Ÿ	MassMutual Participation Investors.

Ÿ	Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New York, 10046; and

Ÿ	Midwest Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.

		Years Ended December 31,
		1999		1998		1997			1996		1995
		(In Millions)
Statement of Operations Data:
Revenue:
Premium income		$ 7,630		$ 7,482		$ 6,765			$ 6,329		$ 5,728
Net investment income		3,076		2,957		2,870			2,834		2,842
Fees and other income		184		154		127			117		130
Total revenue		10,890		10,593		9,762			9,280		8,700
Benefits and expenses:
Policyholders’ benefits and payments		7,294		5,874		6,584			6,048		5,152
Addition to policyholders’ reserves and funds		1,127		2,300		827			945		1,279
Commissions		282		299		315			336		302
Operating expenses, state taxes, licenses and fees		533		598		533			523		622
Merger restructuring costs 1		-		-		-			66		44
Total benefits and expenses		9,236		9,071		8,259			7,918		7,399
Net gain before federal income taxes and dividends		1,654		1,522		1,503			1,362		1,301
Federal income taxes		161		199		284			277		206
Net gain from operations before dividends		1,493		1,323		1,219			1,085		1,095
Dividends to policyholders 2		1,031		983		919			860		819
Net gain from operations		462		340		300			225		276
Net realized capital gain (loss)		5		26		(43	)		40		(86	)
Net income		$    467		$    366		$    257			$    265		$    190
Balance Sheet Data: (at period end)
Assets:
General account assets		$44,673		$43,086		$40,832			$39,783		$39,187
Separate account assets		20,453		19,590		16,803			13,564		11,310
Total assets		$65,126		$62,676		$57,635			$53,347		$50,497
Liabilities:
Policyholders’ reserves and funds 3		$37,192		$35,277		$33,783			$33,342		$32,893
Policyholders’ dividends		1,071		1,022		954			885		833
Long-term debt		22		11		3			-		107
AVR and other investment reserves		994		1,053		972			897		755
Separate account liabilities		20,452		19,589		16,803			13,563		11,310
Other liabilities		1,984		2,535		2,247			2,021		1,998
Total liabilities		61,715		59,487		54,762			50,708		47,896
Policyholders’ contingency reserves: 1,3,8
Outstanding surplus notes 5		343		326		322			318		315
Designated surplus		3		3		3			3		38
Unassigned funds 6		3,065		2,860		2,548			2,318		2,248
Total policyholders’ contingency reserves		3,411		3,189		2,873			2,639		2,601
Total liabilities and policyholders’ contingency reserves		$65,126		$62,676		$57,635			$53,347		$50,497
Total Adjusted Capital Data: 7
Total policyholders’ contingency reserves		$ 3,411		$ 3,189		$ 2,873			$ 2,639		$ 2,601
Asset valuation reserve		959		975		864			707		585
One-half the apportioned dividend liability 4		530		505		472			438		411
Total adjusted capital		$ 4,900		$ 4,669		$ 4,209			$ 3,784		$ 3,597

		December 31,
		1999		1998
		(In Millions)
Assets:
Bonds		$24,598.4		$25,215.8
Common stocks		294.4		296.3
Mortgage loans		6,540.8		5,916.5
Real estate		2,138.8		1,739.8
Other investments		2,516.9		2,263.7
Policy loans		5,466.9		5,224.2
Cash and short-term investments		1,785.8		1,123.3
Total invested assets		43,342.0		41,779.6
Other assets		1,330.7		1,306.2
		44,672.7		43,085.8
Separate account assets		20,453.0		19,589.7
Total assets		$65,125.7		$62,675.5

		December 31,
		1999		1998
		(In Millions)
Liabilities:
Policyholders’ reserves and funds		$37,191.6		$35,277.0
Policyholders’ dividends		1,070.8		1,021.6
Policyholders’ claims and other benefits		328.8		332.4
Federal income taxes		734.3		634.9
Asset valuation and other investment reserves		993.9		1,053.4
Other liabilities		943.0		1,578.9
		41,262.4		39,898.2
Separate account liabilities		20,452.0		19,588.5
Total liabilities		61,714.4		59,486.7
Policyholders’ contingency reserves		3,411.3		3,188.8
Total liabilities and policyholders’ contingency reserves		$65,125.7		$62,675.5

		Years Ended December 31,
		1999		1998		1997
		(In Millions)
Revenue:
Premium income		$7,630.3		$7,482.2		$6,764.8
Net investment income		3,075.8		2,956.8		2,870.2
Fees and other income		184.3		154.0		126.7
Total revenue		10,890.4		10,593.0		9,761.7
Benefits and expenses:
Policyholders’ benefits and payments		7,294.0		5,873.9		6,583.8
Addition to policyholders’ reserves and funds		1,127.6		2,299.6		826.8
Operating expenses		450.7		509.5		450.8
Commissions		281.8		299.3		315.3
State taxes, licenses and fees		82.4		88.1		81.5
Total benefits and expenses		9,236.5		9,070.4		8,258.2
Net gain before federal income taxes and dividends		1,653.9		1,522.6		1,503.5
Federal income taxes		160.9		199.3		284.4
Net gain from operations before dividends		1,493.0		1,323.3		1,219.1
Dividends to policyholders		1,031.0		982.9		919.5
Net gain from operations		462.0		340.4		299.6
Net realized capital gain (loss)		5.4		25.4		(42.5	)
Net income		$     467.4		$     365.8		$     257.1

		Years Ended December 31,
		1999			1998			1997
		(In Millions)
Policyholders’ contingency reserves, beginning of year		$3,188.8			$2,873.3			$2,638.6
Increases (decreases) due to:
Net income		467.4			365.8			257.1
Net unrealized capital gains (losses)		(201.7	)		17.4			119.1
Change in asset valuation and other investment reserves		59.5			(81.0	)		(76.0	)
Change in prior year policyholders’ reserves		(13.0	)		8.6			(55.4	)
Benefit plan enhancements		(78.9	)		–			–
Other		(10.8	)		4.7			(10.1	)
		222.5			315.5			234.7
Policyholders’ contingency reserves, end of year		$3,411.3			$3,188.8			$2,873.3

		Years Ended December 31,
		1999			1998			1997
		(In Millions)
Operating activities:
Net income		$       467.4			$       365.8			$       257.1
Addition to policyholders’ reserves, funds and policy benefits,      net of transfers to separate accounts		1,911.0			1,472.8			421.3
Net realized capital (gain) loss		(5.4	)		(25.4	)		42.5
Other changes		(220.2	)		15.4			(108.1	)
Net cash provided by operating activities		2,152.8			1,828.6			612.8
Investing activities:
Loans and purchases of investments		(14,180.3	)		(15,981.2	)		(12,292.7	)
Sales and maturities of investments and receipts from      repayment of loans		12,690.0			13,334.7			12,545.7
Net cash provided by (used in) investing activities		(1,490.3	)		(2,646.5	)		253.0
Increase (decrease) in cash and short-term investments		662.5			(817.9	)		865.8
Cash and short-term investments, beginning of year		1,123.3			1,941.2			1,075.4
Cash and short-term investments, end of year		$   1,785.8			$   1,123.3			$   1,941.2

The accompanying statutory financial statements have been prepared in conformity with the statutory accounting practices, except as to form, of the National Association of Insurance Commissioners ( “NAIC”) and the accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance and are different in some respects from financial statements prepared in accordance with generally accepted accounting principles (“GAAP”). The more significant differences are as follows: (a) acquisition costs, such as commissions and other costs directly related to 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) statutory policy reserves are based upon the commissioners reserve valuation methods and statutory mortality, morbidity and interest assumptions, whereas GAAP reserves would generally be based upon net level premium and estimated gross margin methods and appropriately conservative estimates of future mortality, morbidity and interest assumptions; (c) bonds are generally carried at amortized cost whereas GAAP generally requires they be reported at fair value; (d) deferred income taxes are not provided for book-tax timing differences as would be required by GAAP; (e) payments received for universal and variable life products, variable annuities and investment related products are reported as premium income and changes in reserves, whereas under GAAP, these payments would be recorded as deposits to policyholders’ account balances; and (f) majority owned subsidiaries are accounted for using the equity method, whereas GAAP would require these entities to be consolidated.

In March 1998, the NAIC adopted the Codification of Statutory Accounting Principles (“Codification”). Codification provides a comprehensive guide of statutory accounting principles for use by insurers in all states and is expected to become effective January 1, 2001. The effect of adopting Codification shall be reported as an adjustment to policyholders’ contingency reserves on the effective date. The Company is currently reviewing the impact of Codification; however, due to the nature of certain required accounting changes and their sensitivity to factors such as interest rates, the actual impact upon adoption cannot be determined at this time.

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, persistency and asset valuations, could cause actual results to differ from the estimates used in the financial statements.

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

a.	Investments

Bonds and stocks are valued in accordance with rules established by the NAIC. Generally, bonds are valued at amortized cost, using the interest method, preferred stocks in good standing at cost, and common stocks at fair value.

Mortgage loans are valued at unpaid principal net of unamortized premium or discount. The Company discontinues the accrual of interest on mortgage loans which are delinquent more than 90 days or when collection is uncertain. Real estate is valued at cost less accumulated depreciation, impairment allowances and mortgage encumbrances. Encumbrances totaled $50.8 million in 1999 and $63.5 million in 1998. 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.

Investments in unconsolidated subsidiaries and affiliates, joint ventures and other forms of partnerships are included in other investments on the Statutory Statements of Financial Position and are accounted for using the equity method. During 1999, MassMutual contributed additional paid-in capital of $125.0 million to certain unconsolidated subsidiaries.

In compliance with regulatory requirements, the Company maintains an Asset Valuation Reserve (“AVR”) and an Interest Maintenance Reserve (“IMR”). The AVR and other investment reserves 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 IMR defers 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 and interest related hedging activities. These interest rate related gains and losses are amortized into net investment 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 losses of $29.2 million in 1999 and net realized after tax capital gains of $189.1 million in 1998, and $95.4 million in 1997 were deferred into to the IMR. Amortization of the IMR into net investment income amounted to $52.0 million in 1999, $40.3 million in 1998, and $31.0 million in 1997.

Realized capital gains and losses, less taxes, not includable in the IMR, 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 contractholders. Assets consist principally of marketable securities reported at fair value. Premiums, benefits and expenses of the separate accounts are reported in the Statutory Statements of Income. The Company receives administrative and investment advisory fees from these accounts.

c.	Non-admitted Assets

Assets designated as “non-admitted” include furniture, certain equipment and other receivables and are excluded from the Statutory Statements of Financial Position by an adjustment to policyholders’ contingency reserves.

d.	Policyholders’ Reserves and Funds

Policyholders’ reserves for life insurance 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 2.50 to 6.75 percent.

Reserves for individual annuities, guaranteed investment contracts and deposit administration and immediate participation guarantee contracts are based on accepted actuarial methods principally at interest rates ranging from 2.25 to 11.25 percent.

Disability income policy reserves are generally calculated using the two-year preliminary term, net level premium and fixed net premium methods, and various morbidity tables with assumed interest rates ranging from 2.50 to 5.50 percent.

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. Disability income premiums are recognized as revenue when due. Commissions and other costs related to issuance of new policies, and policy maintenance and settlement costs are charged to current operations when incurred.

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. The liability for policyholders’ dividends is the estimated amount of dividends to be paid during the following calendar year.

g.	Cash and Short-term Investments

The Company considers all highly liquid investments purchased with a maturity of twelve months or less to be short-term investments.

h.	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.

The Company issued surplus notes of $100.0 million at 7.5 percent and $250.0 million at 7.625 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, 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, to holders of record on the preceding May 1 or November 1, respectively. Interest expense is not recorded until approval for payment is received from the Commissioner. Interest of $26.6 million was approved and paid in 1999, 1998 and 1997.

The proceeds of the notes, less a $6.7 million reserve in 1999 and a $24.4 million reserve in 1998 for contingencies associated with the issuance of the notes, are recorded as a component of the Company’s policyholders’ contingency reserves as permitted by the Commonwealth of Massachusetts Division of Insurance. These surplus note contingency reserves are included in asset valuation and other investment reserves on the Statutory Statements of Financial Position.

The Company provides multiple benefit plans to employees, agents and retirees, including retirement plans and life and health benefits.

a.	Retirement Plans

On June 1, 1999, the Company converted its two non-contributory defined benefit plans into a cash balance pension plan. The cash balance pension plan covers substantially all of its employees. Benefits are expressed as an account balance which is increased with pay credits and interest credits. Prior to June 1, 1999, the Company offered two non-contributory defined benefit plans covering substantially all of its employees. One plan included active employees and retirees previously employed by Connecticut Mutual Life Insurance Company (“Connecticut Mutual”) which merged with MassMutual in 1996; the other plan included all other eligible employees and retirees. Benefits were 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 Commonwealth of Massachusetts Division of Insurance, the Company has recognized a pension asset of $214.4 million and $216.0 million at December 31, 1999 and 1998, respectively. 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, 1999 and 1998. The assets of the plans are invested in the Company’s general account and separate accounts.

The Company also has defined contribution plans for employees and agents. The Company funds the plans by matching employee contributions, subject to statutory limits. Company contributions and any earnings on them are vested based on years of service using a graduated vesting schedule. In 1999, the Company changed its vesting schedule to 40 percent after one year of service, 80 percent after two years of service and 100 percent after three years of service.

During 1999, the Company offered an early retirement program to employees over the age of 50 with more than 10 years of service. Employees that elected this program received enhanced benefits that included an additional five years of credited service and an additional five years of attained age. Additionally, a 25% cash bonus was offered for those electing a lump sum settlement of their benefit. Employee pension benefits, including the early retirement program enhancements, are paid directly from plan assets. The Company recorded a $78.9 million reduction to Policyholders’ Contingency Reserves in 1999, as a result of these benefit plan enhancements.

b.	Life and Health

Life and health insurance benefits are provided to employees and agents through group insurance contracts. Substantially all of the Company ’s employees and agents may become eligible for continuation of certain of these benefits if they retire as active employees or agents of the Company. The Company adopted the NAIC accounting standard for post retirement 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 initial transition obligation of $137.9 million is being amortized over twenty years through 2012. At December 31, 1999 and 1998, the net unfunded accumulated benefit obligation was $168.7 million and $164.6 million, respectively, for employees and agents eligible to retire or currently retired and $31.0 million and $41.6 million, respectively, for participants not eligible to retire. During 1998, the Company transferred the administration of the retiree life and health plan benefit obligations and supporting assets to an unconsolidated subsidiary.

The status of the defined benefit plans as of December 31 is as follows:

		Retirement				Life and Health
		1999		1998		1999			1998
		(In  Millions)
Accumulated benefit obligation at December 31		$   777.8		$   822.8		$   189.1			$   185.6
Fair value of plan assets at December 31		1,120.9		1,160.2		20.4			21.0
Funded status		$   343.1		$   337.4		$(168.7	)		$(164.6	)

The following rates were used in determining the actuarial present value of the accumulated benefit obligations.

		Retirement				Life and Health
		1999		1998		1999		1998
Discount rate		7.50%		6.75%		7.50%		6.75%
Increase in future compensation levels		4.00%		4.00-5.00%		5.00%		5.00%
Long-term rate of return on assets		9.00-10.00%		9.00-10.00%		6.75%		6.75%
Assumed increases in medical cost rates in the first year		–		–		9.00%		7.00%
declining to		–		–		5.00%		4.25%
within		–		–		5 years		5 years

A one percent increase in the annual assumed inflation rate of medical costs would increase the 1999 accumulated post retirement benefit liability and benefit expense by $10.2 million and $1.3 million, respectively. A one percent decrease in the annual assumed inflation rate of medical costs would decrease the 1999 accumulated post retirement benefit liability and benefit expense by $9.4 million and $1.1 million, respectively.

The expense charged to operations for all employee benefit plans was $28.9 million in 1999, $32.1 million in 1998 and $23.9 million in 1997. In 1997, there was a significant reduction in plan participants in the Connecticut Mutual plan, which resulted in recognition of a pension plan curtailment gain of $10.7 million.

Provision for federal income taxes is based upon the Company’s 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 miscellaneous temporary differences, such as reserves and policy acquisition costs, and of permanent differences such as equity tax, resulted in effective tax rates which differ from the statutory tax rate.

The Company plans to file its 1999 federal income tax return on a consolidated basis with its eligible life insurance affiliates and its non-life affiliates. The Company and its eligible life affiliates and non-life affiliates are subject to a written tax allocation agreement, which allocates the group’s consolidated tax liability for payment purposes. Generally, the agreement provides that group members shall be compensated for the use of their losses and credits by other group members.

The Internal Revenue Service has completed examining the Company ’s income tax returns through the year 1994 for Massachusetts Mutual and 1995 for Connecticut Mutual. The Internal Revenue Service is currently examining Massachusetts Mutual for the years 1995 through 1997 and Connecticut Mutual for its pre-merger 1996 tax year. The Company believes adjustments which may result from such examinations will not materially affect its financial position.

Components of the formula authorized by the Internal Revenue Service for determining deductible policyholder dividends have not been finalized for 1999 or 1998. The Company records the estimated effects of anticipated revisions in the Statutory Statements of Income.

Federal tax payments were $82.5 million in 1999, $152.4 million in 1998 and $353.4 million in 1997.

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, mortgage loans and real estate, which at December 31, 1999, totaled $773.9 million.

a.

Bonds

The carrying value and estimated fair value of bonds are as follows:

		December 31,  1999
		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
		(In  Millions)
U. S. Treasury securities and obligations of U. S. government corporations and agencies		$   3,870.8		$   105.8		$   99.9		$   3,876.7
Debt securities issued by foreign governments		24.2		1.6		0.1		25.7
Mortgage-backed securities		3,468.5		64.8		93.5		3,439.8
State and local governments		295.7		12.9		11.1		297.5
Corporate debt securities		14,393.3		277.2		507.0		14,163.5
Utilities		801.6		36.7		18.5		819.8
Affiliates		1,744.3		3.9		2.9		1,745.3
TOTAL		$24,598.4		$ 502.9		$733.0		$24,368.3

		December 31,  1998
		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
		(In  Millions)
U. S. Treasury securities and obligations of U. S. government corporations and agencies		$   4,945.3		$     473.0		$   20.4		$   5,397.9
Debt securities issued by foreign governments		41.2		1.5		1.3		41.4
Mortgage-backed securities		3,734.4		188.0		13.9		3,908.5
State and local governments		360.5		33.2		7.9		385.8
Corporate debt securities		14,133.3		845.3		118.4		14,860.2
Utilities		885.8		102.6		0.3		988.1
Affiliates		1,115.3		0.6		0.9		1,115.0
TOTAL		$25,215.8		$1,644.2		$163.1		$26,696.9

The carrying value and estimated fair value of bonds at December 31, 1999, 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.

		Carrying Value		Estimated Fair Value
		(In Millions)
Due in one year or less		$       425.6		$       480.1
Due after one year through five years		4,289.5		4,286.7
Due after five years through ten years		9,919.5		9,725.8
Due after ten years		4,166.9		4,135.0
		18,801.5		18,627.6
Mortgage-backed securities, including securities guaranteed by the U.S. government		5,796.9		5,740.7
TOTAL		$24,598.4		$24,368.3

Proceeds from sales of investments in bonds were $10,621.2 million during 1999, $11,663.4 million during 1998 and $11,427.8 million during 1997. Gross capital gains of $103.3 million in 1999, $331.8 million in 1998 and $200.7 million in 1997 and gross capital losses of $132.0 million in 1999, $47.3 million in 1998 and $68.8 million in 1997 were realized on those sales, portions of which were deferred into the IMR.

Common stocks had a cost of $255.3 million in 1999 and $238.4 million in 1998.

The Company had restructured loans with book values of $81.1 million and $126.6 million at December 31, 1999 and 1998, respectively. These loans typically have been modified to defer a portion of the contractual interest payments to future periods. Interest deferred to future periods was immaterial in 1999, 1998 and 1997.

At December 31, 1999, scheduled commercial mortgage loan maturities were as follows: 2000 – $249.6 million; 2001 –  $250.0 million; 2002 – $327.5 million; 2003  – $359.4 million; 2004 – $363.7 million and $3,607.5 million thereafter.

d.

Other

The carrying value of investments which were non-income producing for the preceding twelve months was $18.8 million and $13.2 million at December 31, 1999 and 1998, respectively.

The Company uses common derivative financial instruments to manage its investment risks, primarily to reduce interest rate and duration imbalances determined in asset/liability analyses. These financial instruments described below are not recorded in the financial statements, unless otherwise noted. The Company does not hold or issue these 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 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. Gains and losses realized on the termination of contracts are deferred and amortized through the IMR over the remaining life of the associated contract. IMR amortization is included in net investment income on the Statutory Statements of Income. Net amounts receivable and payable are accrued as adjustments to net investment income and included in other assets on the Statutory Statements of Financial Position. At December 31, 1999 and 1998, the Company had swaps with notional amounts of $9,403.5 million and $4,382.0 million, respectively.

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 amortized into net investment income over the life of the contract on a straight-line basis. Unamortized costs are included in other investments on the Statutory Statements of Financial Position. Gains and losses on these contracts are recorded at the expiration or termination date and are deferred and amortized through the IMR over the remaining life of the option contract. At December 31, 1999 and 1998, the Company had option contracts with notional amounts of $11,825.5 million and $12,704.4 million, respectively. The Company’s credit risk exposure was limited to the unamortized costs of $76.9 million and $92.5 million at December 31, 1999 and 1998, respectively.

Interest rate cap agreements grant the purchaser the right to receive the excess of a referenced interest rate over a stated rate calculated by reference to an agreed upon notional amount. Interest rate floor agreements grant the purchaser the right to receive the excess of a stated rate over a referenced interest rate calculated by reference to an agreed upon notional amount. Amounts paid for interest rate caps and floors are amortized into net investment income over the life of the asset on a straight-line basis. Unamortized costs are included in other investments on the Statutory Statements of Financial Position. Amounts receivable and payable are accrued as adjustments to net investment income and included in the Statutory Statements of Financial Position as other assets. Gains and losses on these contracts, including any unamortized cost, are recognized upon termination and are deferred and amortized through the IMR over the remaining life of the associated cap or floor agreement. At December 31, 1999 and 1998, the Company had agreements with notional amounts of $3,264.2 million and $4,337.9 million, respectively. The Company’s credit risk exposure on these agreements is limited to the unamortized costs of $11.1 million and $22.7 million at December 31, 1999 and 1998, respectively.

The Company enters into forward U.S. Treasury, Government National Mortgage Association (“GNMA”) and Federal National Mortgage Association (“FNMA”) 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 deferred and amortized through the IMR over the remaining life of the asset. At December 31, 1999 and 1998, the Company had U. S. Treasury, GNMA and FNMA purchase commitments which will settle during the following year with contractual amounts of $175.1 million and $603.4 million, respectively.

The Company utilizes certain other agreements to reduce exposures to various risks. Notional amounts relating to these agreements totaled $582.6 million and $384.2 million at December 31, 1999 and 1998, respectively.

The Company is exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. This exposure is limited to contracts with a positive fair value. The amounts at risk in a net gain position were $59.9 million and $272.5 million at December 31, 1999 and 1998, respectively. The Company monitors exposure to ensure counterparties are credit worthy and concentration of exposure is minimized. Additionally, collateral positions are obtained with counterparties when considered prudent.

Fair values are based on quoted market prices, when available. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. These valuation techniques require management to develop a significant number of assumptions, including discount rates and estimates of future cash flow. Derived fair value estimates cannot be substantiated by comparison to independent markets or to disclosures by other companies with similar financial instruments. These fair value disclosures do not purport to be the amount that could be realized in immediate settlement of the financial instrument. The following table summarizes the carrying value and fair values of the Company’s financial instruments at December 31, 1999 and 1998.

		1999					1998
		Carrying Value		Fair Value			Carrying Value		Fair Value
		(In Millions)
Financial assets:
Bonds		$24,598.4		$24,368.3			$25,215.8		$26,696.9
Common stocks		294.4		294.4			296.3		296.3
Preferred stocks		117.9		115.6			123.2		116.0
Mortgage loans		6,540.8		6,410.6			5,916.5		6,178.8
Policy loans		5,466.9		5,466.9			5,224.2		5,224.2
Cash & short-term investments		1,785.8		1,785.8			1,123.3		1,123.3
Financial liabilities:
Investment type insurance contracts		8,016.4		7,621.9			7,734.6		7,940.6
Off-balance sheet financial instruments:
Interest rate swap agreements		–		(137.3	)		–		84.1
Financial options		76.9		73.8			92.5		161.9
Interest rate caps & floors		11.1		4.8			22.7		43.9
Forward commitments		–		174.1			–		604.1
Other		–		(20.3	)		–		7.2

The following methods and assumptions were used in estimating fair value disclosures for financial instruments:

Bonds, common and preferred stocks: The estimated fair value of bonds and stocks is based on quoted market prices when available. If quoted market prices are not available, fair values are determined by the Company using a pricing matrix.

Mortgage loans: The estimated fair value of mortgage loans is determined from a pricing matrix for performing loans and the estimated underlying real estate value for non-performing loans.

Policy loans, cash and short-term investments: Fair values for these instruments approximate the carrying amounts reported in the Statutory Statements of Financial Position.

Investment-type insurance contracts: The estimated fair value for liabilities under investment-type insurance contracts are determined by discounted cash flow projections.

Off-balance sheet financial instruments: The fair values for off-balance sheet financial instruments are based upon market prices or prices obtained from brokers.

The Company has management and service contracts or cost sharing arrangements with various subsidiaries and affiliates whereby the Company, for a fee, will furnish a subsidiary or affiliate, as required, operating facilities, human resources, computer software development and managerial services. Fees earned under the terms of the contracts or arrangements were $241.9 million, $205.0 million, and $137.3 million for 1999, 1998 and 1997, respectively.

The Company has reinsurance agreements with its subsidiaries, C.M. Life Insurance Company and MML Bay State Life Insurance Company, including stop-loss and modified coinsurance agreements on life insurance products. Total premiums assumed on these agreements were $39.2 million in 1999, $41.3 million in 1998 and $41.9 million in 1997. Total policyholder benefits assumed on these agreements were $43.8 million in 1999, $40.6 million in 1998 and $42.4 million in 1997.

MassMutual has two primary insurance subsidiaries, C.M. Life Insurance Company (“C.M. Life”), which primarily writes variable annuities and universal and variable life insurance, and MML Bay State Life Insurance Company (“MML Bay State”), which primarily writes variable life and annuity business. MassMutual ’s wholly-owned non-insurance subsidiary MassMutual Holding Company, Inc. (“MMHC”) owns subsidiaries which include retail and institutional asset management, registered broker dealer and international life and annuity operations.

MassMutual accounts for the value of its investments in subsidiaries at their underlying net equity. Operating results, less dividends declared, for such subsidiaries are reflected as net unrealized capital gains in the Statements of Changes in Policyholders’ Contingency Reserves. Net investment income is recorded by MassMutual to the extent that dividends are declared by the subsidiaries. During 1999, MassMutual received $100.0 million in dividends from MMHC. In the normal course of business, MassMutual provides specified guarantees and funding to its subsidiaries, including contributions, if needed, to C.M. Life and MML Bay State to meet regulatory capital requirements. The Company holds debt issued by MMHC and its subsidiaries of $1,625.6 million and $1,080.1 million at December 31, 1999 and 1998, respectively.

Below is summarized financial information for the unconsolidated subsidiaries as of December 31 and for the year then ended:

		1999			1998
		(In  Millions)
Domestic life insurance subsidiaries:
Total revenue		$1,587.3			$1,151.8
Net loss		$     (26.1	)		$       (2.9	)
Assets		$5,947.3			$4,752.9
Other subsidiaries:
Total revenue		$1,393.4			$1,137.4
Net income		$     115.1			$       73.6
Assets		$3,541.8			$2,839.5

The Company enters into 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. Total premiums ceded were $141.7 million in 1999, $183.9 million in 1998 and $294.6 million in 1997.

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.

The Company is involved in litigation arising in and out of the normal course of business, including class action and purported class action suits which seek both compensatory and punitive damages. While the Company is not aware of any actions or allegations which should reasonably give rise to any material adverse effect, 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.

A summary of ownership and relationship of the Company and its subsidiaries and affiliated companies as of December 31, 1999, is illustrated below. The Company provides management or advisory services to these companies. Subsidiaries are wholly-owned, except as noted.

Parent

Massachusetts Mutual Life Insurance Company

Subsidiaries of Massachusetts Mutual Life Insurance Company

CM Assurance Company

CM Benefit Insurance Company

C.M. Life Insurance Company

MassMutual Holding Company

MML Bay State Life Insurance Company

MML Distributors, LLC

MassMutual Mortgage Finance, LLC

Subsidiaries of MassMutual Holding Company

GR Phelps & Co., Inc.

MassMutual Holding Trust I

MassMutual Holding Trust II

MassMutual Holding MSC, Inc.

MassMutual International, Inc.

MML Investor Services, Inc.

Subsidiaries of MassMutual Holding Trust I

Antares Capital Corporation – 80.0%

Charter Oak Capital Management, Inc. – 80.0%

Cornerstone Real Estate Advisors, Inc.

DLB Acquisition Corporation – 91.3%

Oppenheimer Acquisition Corporation – 91.91%

Subsidiaries of MassMutual Holding Trust II

CM Advantage, Inc.

CM International, Inc.

CM Property Management, Inc.

HYP Management, Inc.

MMHC Investments, Inc.

MML Realty Management

Urban Properties, Inc.

MassMutual Benefits Management, Inc.

Subsidiaries of MassMutual International, Inc.

MassMutual Internacional (Argentina) S.A. – 85%

MassLife Seguros de Vida S. A. – 99.9%

MassMutual International (Bermuda) Ltd.

MassMutual Internacional (Chile) S. A. – 85%

MassMutual International (Luxembourg) S. A. – 85%

MassMutual Holding MSC, Inc.

MassMutual Corporate Value Limited – 40.93%

9048-5434 Quebec, Inc.

1279342 Ontario Limited

Affiliates of Massachusetts Mutual Life Insurance Company

MML Series Investment Fund

MassMutual Institutional Funds

Exhibit Number		Description		Method of Filing
1(a)		Form of Underwriting Agreement with MML Investors Services, Inc.		*
1(b)		Form of Underwriting Agreement with MML Distributors, LLC		**
4		Form of Individual Annuity Contract		****
5		Opinion re legality		Filed herewith
23(i)		Consent of Independent Auditors’, Deloitte & Touche LLP		Filed herewith
23(ii)		Consent of Independent Accountants, PricewaterhouseCoopers LLP		Filed herewith
23(iii)		Opinion of Independent Accountants, PricewaterhouseCoopers LLP		Filed herewith
24(a)		Powers of Attorney		***
24(b)		Powers of Attorney for: Robert J. O’Connell Thomas B. Wheeler		*****
24(c)		Power of Attorney for Howard Gunton		******
27		Financial Data Schedule		Filed herewith

*	Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement File No. 33-84802, filed and effective May 1, 1996.

**	Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement File No. 33-84802, filed and effective May 1, 1997.

***	Incorporated by reference to Registration Statement File No. 333-22557, filed on February 28, 1997.

****	Incorporated by reference to Post-Effective Amendment No. 4 the Registration Statement File No. 33-84802, filed and effective May 1, 1998.

*****

Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-65887 filed on Form S-6 on January 28, 1999.

******

Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-80991, filed on September 20, 1999.

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(i)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, including (but not limited to) any addition or deletion of a managing underwriter;

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

(Registrant)

/s/     ROBERT J. O’CONNELL *

By:

Robert J. O’Connell,

Director, Chairman, President and Chief Executive Officer

Massachusetts Mutual Life Insurance Company

/s/     RICHARD M. HOWE

*Richard M. Howe

On March 22, 2000, as Attorney-in-Fact

pursuant to power of attorney.

Signature		Title		Date
/s/     ROBERT J. O’CONNELL *                                                                                                                  Robert J. O’Connell		Director, Chairman, President and Chief Executive Officer		March 22, 2000
/s/     HOWARD GUNTON *                                                                                                                  Howard Gunton		Senior Vice President, Chief Financial Officer & Chief Accounting Officer		March 22, 2000
/s/     ROGER G. ACKERMAN *                                                                                                                  Roger G. Ackerman		Director		March 22, 2000
/s/     JAMES R. BIRLE *                                                                                                                  James R. Birle		Director		March 22, 2000
/s/     GENE CHAO *                                                                                                                  Gene Chao		Director		March 22, 2000
/s/     PATRICIA DIAZ DENNIS *                                                                                                                  Patricia Diaz Dennis		Director		March 22, 2000
/s/     ANTHONY DOWNS *                                                                                                                  Anthony Downs		Director		March 22, 2000

Signature		Title		Date
/s/     JAMES L. DUNLAP *                                                                                                                  James L. Dunlap		Director		March 22, 2000
/s/     WILLIAM B. ELLIS *                                                                                                                  William B. Ellis		Director		March 22, 2000
/s/     ROBERT M. FUREK *                                                                                                                  Robert M. Furek		Director		March 22, 2000
/s/     CHARLES K. GIFFORD *                                                                                                                   Charles K. Gifford		Director		March 22, 2000
/s/     WILLIAM N. GRIGGS *                                                                                                                  William N. Griggs		Director		March 22, 2000
/s/     GEORGE B. HARVEY *                                                                                                                  George B. Harvey		Director		March 22, 2000
/s/     BARBARA B. HAUPTFUHRER *                                                                                                                  Barbara B. Hauptfuhrer		Director		March 22, 2000
/s/     SHELDON B. LUBAR *                                                                                                                  Sheldon B. Lubar		Director		March 22, 2000
/s/     WILLIAM B. MARX , JR .*                                                                                                                  William B. Marx, Jr.		Director		March 22, 2000
/s/     JOHN F. MAYPOLE *                                                                                                                  John F. Maypole		Director		March 22, 2000
/s/     THOMAS B. WHEELER *                                                                                                                  Thomas B. Wheeler		Director		March 22, 2000
/s/     ALFRED M. ZEIEN *                                                                                                                  Alfred M. Zeien		Director		March 22, 2000
/s/     RICHARD M. HOWE                                                                                                                   *Richard M. Howe		On March 22, 2000, as Attorney-in-Fact pursuant to powers of attorney.

Exhibit 5		Opinion re legality
Exhibit 23(i)		Consent of Independent Auditors’, Deloitte & Touche LLP
Exhibit 23(ii)		Consent of Independent Accountants, PricewaterhouseCoopers LLP
Exhibit 23(iii)		Opinion of Independent Accountants, PricewaterhouseCoopers LLP
Exhibit 27		Financial Data Schedule