CML ACCUMULATION ANNUITY ACCOUNT E, 485BPOS, 1996-04-29

CML ACCUMULATION ANNUITY ACCOUNT E
485BPOS, 1996-04-29

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1996

FILE NO. 333-01357

FILE NO. 811-2587
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

PRE-EFFECTIVE AMENDMENT NO. / /

POST-EFFECTIVE AMENDMENT NO. 1 /X/

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

AMENDMENT NO. 4 /X/

------------------------

CML ACCUMULATION ANNUITY ACCOUNT E
(Exact Name of Registrants)

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Name of Depositor)

1295 STATE STREET
SPRINGFIELD, MASSACHUSETTS 01111
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number: (413)-744-8411
------------------------

THOMAS F. ENGLISH, ESQUIRE
1295 STATE STREET
SPRINGFIELD, MA 01111
(Name and Address of Agent for Service of Process)
------------------------

COPIES TO:

Richard M. Howe, Esq.
Massachusetts Mutual Life Insurance Company
140 Garden Street
Hartford, Connecticut 06154

------------------------

It is proposed that this filing will become effective:

/ /on pursuant to paragraph (a) of Rule 485

/ /60 days after filing pursuant to paragraph (a) or Rule 485

/ /immediately after filing pursuant to paragraph (b) of Rule 485

/X/on May 1, 1996 pursuant to paragraph (b) of Rule 485

An indefinite number of securities has been registered under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.

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<PAGE>
CROSS REFERENCE SHEET
(REQUIRED BY RULE 495)

<TABLE>
<CAPTION>
ITEM NO. LOCATION
- ---------- ---------------------------------
<S> <C> <C>
PART A
Item 1. Cover Page........................................................ Cover Page
Item 2. Definitions....................................................... Definitions
Item 3. Synopsis.......................................................... Highlights
Item 4. Condensed Financial Information................................... Condensed Financial Information
Item 5. General Description of Registrant, Depositor, and Portfolio
Companies........................................................ The Company; The Separate
Accounts; The Fund and the
Portfolio
Item 6. Deductions and Expenses........................................... Charges and Deductions
Item 7. General Description of Variable Annuity Contracts................. The Contracts
Item 8. Annuity Period.................................................... Annuity Provisions; Appendix
Item 9. Death Benefit..................................................... Proceeds Payable on Death
Item 10. Purchases and Contract Value...................................... Purchase Payments and Accumulated
Value
Item 11. Redemptions....................................................... Surrenders and Withdrawals
Item 12. Taxes............................................................. Tax Status
Item 13. Legal Proceedings................................................. Legal Proceedings
Item 14. Table of Contents of the Statement of Additional Information...... Table of Contents of the
Statement of Additional
Information

PART B
Item 15. Cover Page........................................................ Cover Page
Item 16. Table of Contents................................................. Table of Contents
Item 17. General Information and History................................... The Company
Item 18. Services.......................................................... Not Applicable
Item 19. Purchase of Securities Being Offered.............................. Not Applicable
Item 20. Underwriters...................................................... Not Applicable
Item 21. Calculation of Performance Data................................... Not Applicable
Item 22. Annuity Payments.................................................. Annuity Provisions (in the
Prospectus)
Item 23. Financial Statements.............................................. Financial Statements

PART C
</TABLE>

Information required to be included in Part C is set forth under the
appropriate Item so numbered in Part C to this Registration Statement.
<PAGE>
PART A
<PAGE>
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS WITH FLEXIBLE PURCHASE PAYMENTS

ISSUED BY

CML ACCUMULATION ANNUITY ACCOUNT E

AND

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

1295 STATE STREET, SPRINGFIELD, MASSACHUSETTS 01111
(413) 744-8441

------------------------

The Individual Deferred Variable Annuity Contracts with Flexible Purchase
Payments (the "Contracts") described in this Prospectus provide for accumulation
of Contract Values on a variable basis and Annuity Payments on a fixed and
variable basis. The Contracts described herein are not currently being offered,
although Purchase Payments are accepted under the Contracts.

Purchase Payments under the Contracts are allocated to CML Accumulation
Annuity Account E ("Account E"), a segregated investment account of
Massachusetts Mutual Life Insurance Company (the "Company"). The Contracts were
offered for use with retirement plans qualified under Section 401(a) or 403(a)
of the Internal Revenue Code (the "Code") or annuity purchase plans adopted
according to Sections 403(b) or 408 of the Code and governmental plans and
eligible compensation plans under Section 414(d) and 457 of the Code. A second
version of the Contracts were offered for use with non-tax qualified retirement
plans of persons and to fund the deferred compensation liability of employers.
Account E invests exclusively in shares of the Bond Fund (the "Portfolio") of
the Oppenheimer Variable Account Funds. A prospectus for the Portfolio must
accompany this Prospectus.

This Prospectus concisely sets forth the information a prospective investor
should know before investing. Additional information about the Contracts is
contained in the Statement of Additional Information which is available at no
charge. The Statement of Additional Information has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated herein by
reference. The Table of Contents of the Statement of Additional Information can
be found on Page of this Prospectus. For the Statement of Additional
Information, call (800) 234-5606 or write to: Massachusetts Mutual Life
Insurance Company, Accumulation Products Administration, 140 Garden Street, Mail
Station X305, Hartford, Connecticut 06154.

This Prospectus and the Statement of Additional Information are dated May 1,
1996.

THESE SECURITIES HAVE NEITHER BEEN APPROVED NOR DISAPPROVED BY EITHER THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

INVESTMENT IN THE CONTRACTS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF
THE CONTRACT OWNER'S INVESTMENT TO FLUCTUATE, AND WHEN THE CONTRACTS ARE
SURRENDERED, THE VALUE MAY BE HIGHER OR LOWER THAN THE PURCHASE PAYMENT.

This Prospectus should be kept for future reference.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
DEFINITIONS................................................................................................ 1
FEE TABLE.................................................................................................. 3
HIGHLIGHTS................................................................................................. 4
CONDENSED FINANCIAL INFORMATION............................................................................ 5
THE COMPANY................................................................................................ 6
ACCOUNT E.................................................................................................. 6
General.................................................................................................. 6
Voting Rights............................................................................................ 6
THE FUND AND THE PORTFOLIO................................................................................. 7
CHARGES AND DEDUCTIONS..................................................................................... 7
Mortality and Expense Risk Charge........................................................................ 7
Sales Charge and Administration Charge................................................................... 8
Deduction for Premium Taxes.............................................................................. 9
Fund Expenses............................................................................................ 9
THE CONTRACTS.............................................................................................. 9
Ownership................................................................................................ 9
Purchase Payments........................................................................................ 9
Accumulated Value........................................................................................ 10
Surrenders and Withdrawals............................................................................... 10
Death Benefits........................................................................................... 11
Suspension or Deferral of Payments....................................................................... 11
ANNUITY PROVISIONS......................................................................................... 12
General.................................................................................................. 12
Selecting Annuity Options................................................................................ 12
Annuity Options Under Non-Qualified Contracts............................................................ 13
Annuity Options Under Qualified Contracts................................................................ 14
Annuity Units and Payments............................................................................... 14
Annuity Unit Value....................................................................................... 15
DISTRIBUTION OF THE CONTRACTS.............................................................................. 15
TAX STATUS................................................................................................. 16
General.................................................................................................. 16
Diversification.......................................................................................... 16
Multiple Contracts....................................................................................... 17
Tax Treatment of Assignments............................................................................. 17
Income Tax Withholding................................................................................... 18
Tax Treatment of Withdrawals -- Non-Qualified Contracts.................................................. 18
Qualified Plans.......................................................................................... 18
H.R. 10 Plans............................................................................................ 19
Individual Retirement Annuities.......................................................................... 19
Corporate Pension and Profit-Sharing Plans............................................................... 19
Section 457 Deferred Compensation ("Section 457") Plans.................................................. 20
Tax Treatment of Withdrawals -- Qualified Contracts...................................................... 20
Contracts Owned by Other Than Natural Persons............................................................ 21
FINANCIAL STATEMENTS....................................................................................... 21
LEGAL PROCEEDINGS.......................................................................................... 21
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............................................... 22
APPENDIX................................................................................................... A-1
</TABLE>

i
<PAGE>
DEFINITIONS

ACCOUNT E: CML Accumulation Annuity Account E.

ACCUMULATED VALUE: The value of all Accumulation Units credited to a
Contract.

ACCUMULATION PERIOD: The period prior to the Maturity Date and during which
Purchase Payments may be made.

ACCUMULATION UNIT: A unit of measure used to determine the value of an
Owner's interest in a Account E during the Accumulation Period.

ADJUSTED PURCHASE PAYMENTS: Aggregate Purchase Payments made less an amount
equal to Purchase Payments attributed to withdrawals of Accumulated Value. For
example, where aggregate Purchase Payments under a Contract are $2,000 and
Accumulated Value is $4,000 and the Owner withdraws $3,000, $1,500 of Purchase
Payments is attributed to the withdrawal and the Adjusted Purchase Payments
total $500.

AGE: The age of any Owner or Annuitant on his/her birthday nearest the date
for which age is being determined.

ANNUITANT: The person upon whose life Annuity Payments are based.

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

ANNUITY OPTIONS: Options available for Annuity Payments.

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

ANNUITY RESERVE: The assets of Account E that support Variable Annuity
Payments.

ANNUITY SERVICE CENTER: P.O. Box 13217, Kansas City, Missouri 64199

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

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

CODE: The Internal Revenue Code of 1986, as amended, or the Internal
Revenue Code of 1954, as amended.

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

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

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

FUND: Oppenheimer Variable Account Funds.

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

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

MATURITY DATE: The date on which Annuity Payments begin.

NET PURCHASE PAYMENT: A Purchase Payment less the sales charge and
administrative charge and any premium tax deducted from a Purchase Payment.

NON-QUALIFIED CONTRACTS: Contracts other than Qualified Contracts.

1
<PAGE>
OWNER: The person(s) or entity(ies) specified in the Contract.

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

PORTFOLIO: The Bond Fund of the Oppenheimer Variable Account Funds.

PURCHASE PAYMENT: A payment made under a Contract by or on behalf of an
Owner.

QUALIFIED CONTRACTS: Contracts issued in connection retirement plans that
receive favorable tax treatment under Sections 401, 403, 408, or 457 of the
Code.

SEC: The Securities and Exchange Commission.

VALUATION DATE: Each day on which the New York Stock Exchange ("NYSE") is
open for business.

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

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount
in accordance with the investment performance of Account E.

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

2
<PAGE>
FEE TABLE

<TABLE>
<S> <C>
OWNER TRANSACTION EXPENSES
Maximum Sales Load on Purchase Payments........................................ 6%
Maximum Administrative Charge on Purchase Payments............................. 3%

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of net assets)
Mortality and Expense Risk Charge
Non-Qualified Contracts...................................................... 0.4234%
Qualified Contracts.......................................................... 0.0219%

ANNUAL PORTFOLIO EXPENSES FOR 1995
(as a percentage of average net assets)
</TABLE>

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT FEES OTHER EXPENSES OPERATING EXPENSES
- ----------------- --------------- ---------------------
<S> <C> <C>
0.750% 0.050% 0.80%
</TABLE>

The purpose of the Fee Table is to assist the Owner in understanding the
various costs and expenses that he or she will bear directly or indirectly. The
Fee Table reflects expenses of Account E and the management fee, other expenses
and total expenses of the Portfolio. For a more complete description of the
various costs and expenses, see "Charges and Deductions" in this Prospectus and
the Prospectus for the Fund. IN ADDITION TO THE EXPENSES LISTED ABOVE, PREMIUM
TAXES VARYING FROM 0 TO 3.5% MAY BE APPLICABLE IN CERTAIN STATES.

Prior to May 1, 1996, the Separate Account invested exclusively in the
Income Portfolio of the Panorama Fund (previously named Connecticut Mutual
Financial Services Series Fund I, Inc.). The total fund operating expenses, the
management fee and other expenses for the Income Portfolio for the fiscal year
ending December 31, 1995 was 0.65%, 0.59%, and 0.06% respectively. On May 1,
1996 the Company redeemed shares of the Income Portfolio and purchased shares of
the Bond Fund (the "Portfolio") of the Oppenheimber Variable Account Funds with
the proceeds. The Annual Portfolio Expenses listed in the table are the actual
expenses for the Portfolio for the fiscal year ended December 31, 1995.

EXAMPLES

An Owner would pay the following expenses on a $1,000 investment, assuming a
5% annual return on assets and the charges and the charges and expenses
reflected in the fee table above.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Qualified Contracts................................................. $ 88.44 $ 103.90 $ 120.66 $ 169.04
Non-Qualified Contracts............................................. $ 92.32 $ 115.18 $ 139.77 $ 209.71
</TABLE>

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE 5% ANNUAL
RETURN ASSUMED IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.

3
<PAGE>
HIGHLIGHTS

GENERAL

The Contracts are individual variable annuity contracts offered as periodic
payment and single payment deferred contracts. The Contracts were offered as
Qualified Contracts and Non-Qualified Contracts. The Company no longer offers
the Contracts but will still accept additional Purchase Payments under the
Contracts. Purchase Payments must be at least $10. Except as permitted by the
Company, Purchase Payments in any Contract Year cannot be more than twice the
total Purchase Payments made in the first Contract Year. Net Purchase Payments
are allocated to Account E.

Qualified Contracts were offered for use in connection with retirement plans
qualified under Section 401(a) or 403(a) of the Code, including plans
established persons entitled to the benefits of the Self-Employed Individuals
Tax Retirement Act of 1962 ("H.R. 10" plans); annuity purchase plans adopted by
public school systems and certain tax-exempt organizations according to Section
403(b) of the Code; annuity purchase plans adopted according to Section 408 of
the Code, including individual retirement annuities; and governmental plans as
defined in Section 414(d) of the Code, including employee pension plans
established for employees by a state or political subdivision thereof, or an
agency or instrumentality of the foregoing, and certain eligible deferred
compensation plans as defined in Section 457 of the Code. Non-Qualified
Contracts were offered for use in connection with retirement plans other than
those described in the foregoing sentence and to fund deferred compensation
plans of non-government employers.

CHARGES AND DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE. The Company deducts a daily charge of
.00006% for Qualified Contracts and .00116% for Non-Qualified Contracts from the
assets of Account E to compensate it for assuming the mortality and expense
risks under the Contracts. This charge is equal, on an annual basis, to .0219%
(for Qualified Contracts) or .4234% (for Non-Qualified Contracts) of the average
daily net assets of Account E. Approximately .0164% (Qualified Contracts) or
.3175% (Non-Qualified Contracts) of this charge is for mortality risk and
approximately .0055% (Qualified Contracts) or .1059% (Non-Qualified Contracts)
is for expense risk. (See "Charges and Deductions -- Deduction for Mortality and
Expense Risk Charge" on Page for a more complete discussion.)

SALES AND ADMINISTRATIVE CHARGES. For periodic purchase payments of less
than $50, a deduction of 9% (6% for sales expenses and 3% for administrative
expenses) is made from the balance remaining after the deduction of any
applicable premium taxes. For periodic purchase payments of $50 or more, a
deduction of 8% (6% for sales expenses and 2% for administrative expenses) is
made from the balance remaining after the deduction of a $.50 administrative
charge and any applicable premium taxes. The charge for administrative expenses
is designed to cover the actual expense of administering the contracts. The
Company does not expect to make a profit from the imposition of this
administrative charge. The maximum deduction of 9% (exclusive of any applicable
premium taxes) as a percentage of the amount invested is 9.9%.

Different sales and administrative charges were assessed on Contracts issued
in consideration of a single Purchase Payment.

PREMIUM TAXES. Premium taxes may be charged against Purchase Payments or
Accumulated Values. (See "Charges and Deductions --Deduction for Premium and
Other Taxes" on Page .) The Company currently intends to advance any premium
taxes that may be due at the time Purchase Payments are made and then deduct
such premium taxes from an Owner's Accumulated Value at the time Annuity
Payments begin or upon a surrender. The current premium tax deductions, where
applicable, range from 0% to 3.5%.

SURRENDER AND WITHDRAWALS

During the Accumulation Period, the Owner may, by Written Request, surrender
a Contract or withdraw part of a Contract's Accumulated Value. (See
"Withdrawals" on Page .)

4
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES

For a discussion of the federal income tax of owning a Contract, including
the consequences of making a distribution from a Contract, see "Tax Status" on
Page .

DEATH BENEFIT

If the Annuitant dies during the Accumulation Period, the death benefit will
be paid to the Beneficiary. The death benefit equals the greater of (1) the
Accumulated Value of the contract, or (2) Adjusted Purchase Payments; both
determined as of the valuation date on which, or next following, both due proof
of death and an election of a single sum cash payment are received at the
Service Center. The Beneficiary may elect to receive the death benefit in a
single sum or under one of the available Annuity Options. An Annuity Option may
be elected during the 90-day period immediately following receipt by us of due
proof of death. If no election has been made, a single sum cash payment will be
made at the end of the 90-day period at the then accumulated value. (See "Death
Benefit" on Page for an additional discussion.)

ANNUITY OPTIONS

Owners of Qualified Contracts may select one of six (6) Fixed Annuity
Options described in the Contract while Owners of Non-Qualified Contracts may
select one of six (6) Variable Annuity Options described in the Contract. In
addition, the Company may make other fixed and variable Annuity Options
available from time to time. (See "Annuity Provisions" on Page for a further
discussion.)

CONDENSED FINANCIAL INFORMATION

Following are the number of Accumulation Units outstanding and their values
at December 31, of each year. This information should be read in conjunction
with the financial statements, including related notes, for Account E found in
the Statement of Additional Information.
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Qualified Contracts
Number of Units: 1,621,178 1,881,610 2,046,749 2,254,887 2,486,037
Unit Value: $ 6.024577 $ 5.083365 $ 5.295314 $ 4.724720 $ 4.411428

Non-Qualified Contracts
Number of Units: 7,356 7,509 7,655 7,655 7,655
Unit Value: $ 4.806617 $ 4,071950 $ 4.258744 $ 3.815114 $ 3.576459

1990 1989 1988 1987
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Qualified Contracts
Number of Units: 2,764,526 3,058,072 3,285,787 3,892,002
Unit Value: $ 3.729418 $ 3.521943 $ 3.092570 $ 2.867619

Non-Qualified Contracts
Number of Units: 8,331 8,470 23,478 34,093
Unit Value: $ 3.035700 $ 2.878429 $ 2.537644 $ 2.362493
</TABLE>

The Condensed Financial Information reflects the Separate Account's
investment in the Income Portfolio of the Panorama Series Fund, Inc. (previously
named Connecticut Mutual Financial Services Series Fund I, Inc.). However, the
Income Portfolio is no longer available for investment. The financial
information does not reflect investment in the Bond Fund (the "Portfolio") of
the Oppenheimer Variable Account Funds because the Separate Account began
investing in the Portfolio on May 1, 1996.

5
<PAGE>
THE COMPANY

Massachusetts Mutual Life Insurance Company is a mutual life insurance
company specially chartered by the Commonwealth of Massachusetts on May 14,
1851. It is currently licensed to transact life (including variable life),
accident, and health insurance business in all states, the District of Columbia
and certain provinces of Canada. As of March 1, 1996, the Company had total
assets of $50 billion.

On February 29, 1996, Connecticut Mutual Life Insurance Company ("CML")
merged with and into the Company. CML was a Connecticut mutual life insurance
company originally chartered by a special act of the Connecticut General
Assembly in 1846. Prior to the merger, CML was the nation's sixth oldest life
insurance Company. Upon the merger, CML's existence ceased and the Company
became the surviving company under the name Massachusetts Mutual Life Insurance
Company. In approving the merger, the boards of directors of the Company and CML
determined that the merger would result in a combined company that would be
stronger and more efficient and therefore more competitive than either the
Company or CML alone. On January 26, 1996, 95.76% of the policyholders of the
Company and 95.75% of the insured of the Company, each voting as a separate
class, voted to approve the merger. On January 27, 1996, 94.0% of the
policyholders of CML and 94.27% of the members of CML, each voting as a separate
class, voted to approve the merger. In addition, the Connecticut Insurance
Department and the Massachusetts Division of Insurance have approved the merger.

All of the Contracts were issued by CML and, at the time of the merger, were
assumed by the Company. The merger did not affect any provisions of, or rights
or obligations under, the Contracts as originally issued by CML.

ACCOUNT E

GENERAL

The board of directors of CML established Account E on July 21, 1975. Prior
to May 2, 1983, Account E was organized as an open-end diversified management
investment company with its own portfolio of securities. On May 2, 1983, Account
E was re-organized to its present form pursuant to a Plan of Reorganization
which was approved on January 24, 1983, by Account E's Board of Managers. The
Owners of Account E approved the reorganization on April 14, 1983.

Account E is registered with the SEC as a unit investment trust under the
Investment Company Act of 1940, (the "1940 Act"), as amended. Account E meets
the definition of a "separate account" under the federal securities laws. Such
registration does not involve supervision by the SEC of the management or
investment policies Account E.

The assets of Account E are the property of the Company. The assets of
Account E are held separately from other assets of the Company and are not part
of the Company's General Account. The assets of Account E, equal to the reserves
and other contract liabilities with respect to Account E, are not chargeable
with liabilities arising out of any other business the Company may conduct.
Income, gains and losses of Account E, whether or not realized, are, in
accordance with the Contracts, credited to or charged against Account E without
regard to other income, gains or losses of the Company. The Company's
obligations arising under the Contracts are general obligations.

The assets of Account E are invested exclusively in the Bond Fund (the
"Portfolio") of the Fund. Owners bear the complete investment risk for Net
Purchase Payments allocated to Account E. Accumulated Values will fluctuate in
accordance with the investment performance of the Portfolio.

VOTING RIGHTS

In accordance with its view of present applicable law, the Company will vote
the shares of the Portfolio held in Account E at special meetings of
shareholders in accordance with instructions received from Owners having the
voting interest in Account E. The Company will vote shares for

6
<PAGE>
which it has not received instructions, as well as shares attributable to it, in
the same proportion as it votes shares for which it has received instructions.
The Fund does not hold regular meetings of shareholders.

The number of shares which an Owner has a right to instruct will be
determined as of the date coincident with the date established by the Fund for a
shareholder meeting. Voting instructions will be solicited by written
communication prior to the meeting in accordance with procedures established by
the Fund. Each Owner will receive proxy materials and reports relating to any
meeting of shareholders of the Portfolio.

During the Accumulation Period, the number of shares that an Owner has the
right to instruct is determined by dividing the Accumulated Value of his or her
Contract by the net asset value per share of the Portfolio. During the Annuity
Period, the number of shares that an Owner has the right to instruct is
determined by dividing the Annuity Reserve in Account E supporting variable
Annuity Payments under the Owner's Contract by the net asset value per share of
the Portfolio. The Annuity Reserve for any Contract is computed on the basis of
the mortality assumptions, the 3.5% assumed investment rate used in determining
the number of Annuity Units credited to the Contract and the Annuity Unit value
on the date that the number of shares is calculated. As variable Annuity
Payments are made during the Annuity Period, the Annuity Reserve decreases as
does the number shares that the Owner has the right to instruct.

THE FUND AND THE PORTFOLIO

The Oppenheimer Variable Account Funds (the "Fund") is an open-end
management investment company organized as a Massachusetts business trust in
1984 and registered with the Securities and Exchange Commission under the
Investment Company Act of 1940. The Bond Fund (the "Portfolio") is one of the
portfolios offered by the Fund. The Portfolio primarily seeks a high level of
current income from investment in high yield fixed-income securities rated "Baa"
or better by Moody's or "BBB" or better by Standard & Poors. Secondarily, the
Portfolio seeks capital growth when consistent with its primary objective.
OppenheimerFunds, Inc. ("Oppenheimer"), an investment adviser registered with
the SEC under the Investment Advisers Act of 1940 is the investment adviser to
the Fund and the Portfolio. Oppenheimer is an indirect subsidiary of the
Company. It is located at Two World Trade Center, New York, New York, and also
has offices at 3410 South Galena Street, Denver, Colorado 80231.

More detailed information, including a description of the Portfolio's
investment objective and policies and a description of risks involved in
investing in the Portfolio and the Portfolio's fees and expenses is contained in
the prospectus for the Fund, a current copy of which is attached to this
Prospectus. Information contained in the Fund's prospectus should be read
carefully before making Purchase Payments. Additional Prospectuses and the
Statement of Additional Information for both the Fund and Account E may be
obtained by writing to the Annuity Service Center or by calling (800) 234-5606.

THERE IS NO ASSURANCE THAT THE INCOME PORTFOLIO WILL ACHIEVE ITS STATED
OBJECTIVE.

CHARGES AND DEDUCTIONS

Various charges and deductions are made from the Accumulated Value and
Account E. These charges and deductions are:

MORTALITY AND EXPENSE RISK CHARGE

For Qualified Contracts, the Company deducts a daily charge of .00006% from
the assets of Account E to compensate it for assuming the mortality and expense
risks under the Contracts. This charge is equal, on an annual basis, to .0219%
of the average daily net assets of Account E (approximately .0164% for mortality
risk and .0055% for expense risk).

7
<PAGE>
For Non-Qualified Contracts, the Company deducts a daily charge of .00116%
from the assets of Account E to compensate it for assuming the mortality and
expense risks under the Contracts. This charge is equal, on an annual basis, to
.4234% of the average daily net assets of Account E (approximately .3175% for
mortality risk and .1059% for expense risk).

The mortality risks assumed by the Company arise from its contractual
obligation to make Annuity Payments under life Annuity Options based on annuity
tables in the Contracts regardless of how long the Annuitant lives and
regardless of how long all Annuitants as a group live. This assures that neither
an Annuitant's own longevity, nor an improvement in life expectancy generally
(either before or after the Maturity Date), will have any adverse effect on the
Annuity Payments that an Annuitant will receive under a life contingent Annuity
Option.

The expense risk assumed by the Company is that all actual expenses involved
in administering the Contracts, including Contract maintenance costs,
administrative costs, mailing costs, data processing costs, legal fees,
accounting fees, filing fees and the costs of other services may exceed the
amount recovered from the Administrative Charge.

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

The Mortality and Expense Risk Charge is guaranteed by the Company and
cannot be increased.

The Contracts were issued by CML on a "participating" basis whereby the
Mortality and Expense Risk Charge (in excess of actual costs attributable to
reimbursement for greater than expected expenses and costs of the mortality
guarantee) may, following the establishment of whatever contingency or surplus
reserve the Company considers prudent, be applied to increase the value of
Account E or paid in cash to the Owner or Annuitant. The Company will determine
annually what, if any, portion of such Charges should be so credited, however,
the Company does not generally expect such credits to arise.

SALES CHARGE AND ADMINISTRATION CHARGE

For periodic purchase payments of less than $50, a deduction of 9% (6% for
sales expenses and 3% for administrative expenses) is made from the balance
remaining after the deduction of any applicable premium taxes. For periodic
purchase payments of $50 or more, a deduction of 8% (6% for sales expenses and
2% for administrative expenses) is made from the balance remaining after the
deduction of a $.50 administrative charge and any applicable premium taxes. The
charge for administrative expenses is designed to cover the actual expense of
administering the contracts. The Company does not expect to make a profit from
the imposition of this administrative charge. The maximum deduction of 9%
(exclusive of any applicable premium taxes) as a percentage of the amount
invested is 9.9%.

Different sales and administrative charges were assessed on Contracts issued
in consideration of a single Purchase Payment.

The Sales Charge is used to cover certain expenses relating to the sale of
the Contracts including commissions paid to sales personnel, the costs of
preparation of sales literature, other promotional costs and acquisition
expenses.

The Administrative Charge is intended to reimburse the Company for the
expenses it incurs in the establishment and maintenance of the Contracts and
Account E. These expenses include but are not limited to: preparation of the
Contracts, confirmation statements, annual and periodic reports and statements,
maintenance of Owner records, maintenance of Account E records, administrative
personnel costs, mailing costs, data processing costs, legal fees, accounting
fees, filing fees, the costs of other services necessary for Owner servicing and
all accounting, valuation, regulatory and reporting requirements. The Company
does not anticipate a profit from this charge.

8
<PAGE>
DEDUCTION FOR PREMIUM TAXES

Premium taxes may be charged against Purchase Payments or Accumulated
Values. The Company currently intends to advance any premium taxes that may be
due at the time Purchase Payments are made and then deduct such premium taxes
from an Owner's Accumulated Value at the Maturity Date or upon a surrender. The
Company will, in its sole discretion, determine when premium taxes have resulted
from: the investment experience of Account E; receipt by the Company of the
Purchase Payments; or commencement of Annuity Payments. The Company may, at its
sole discretion, pay such premium taxes when due and deduct that amount from the
Accumulated Value at a later date. Payment at an earlier date does not waive any
right the Company may have to deduct amounts at a later date. The current
premium tax deductions, where applicable, range from 0% to 3.5%.

FUND EXPENSES

The net assets of Account E reflect the investment management fees and other
operating expenses incurred by the Fund and the Portfolio. (See the prospectus
for the Fund which accompanies this Prospectus for more information about the
expenses of the Fund and the Portfolio.)

THE CONTRACTS

OWNERSHIP

During the Annuitant's lifetime, the Owner has the exclusive right (unless
otherwise provided herein) to: (1) surrender the Contract or withdraw
Accumulated Value, (2) receive all dividends or other benefits under the
Contract, (3) change the Beneficiary, (4) assign the Contract, (5) agree with
the Company to any release, modification or amendment of the Contracts, (6)
exercising voting rights, or (7) exercise any option or privilege under the
Contract.

CHANGING THE BENEFICIARY. The Owner designates a Beneficiary in the
application and may by Written Request change this designation. Such notice,
when received at the Annuity Service Center, shall make the change effective as
of the time it was signed. Nevertheless, the Company is not liable for a payment
that it makes before it receives a Written Request of a change of Beneficiary.
Owners may irrevocably designate Beneficiaries, in which event, a subsequent
change in a Beneficiary requires that Beneficiary's written consent. If the
Owner does not designate a Beneficiary or if no Beneficiary survives the
Annuitant, the Annuitant's estate shall be the Beneficiary.

ASSIGNMENT. The Owner of a Non-Qualified Contract may assign it (I.E.,
transfer ownership) by Written Request specifying the terms of an assignment.
Until the Written Request is received, the Company is not required to take
notice of or be responsible for any assignment or transfer of interest in the
Contract. The Company will not be responsible for the validity or tax
consequences of any assignment. Any assignment made after the death benefit has
become payable will be valid only with the Company's consent.

Generally, Qualified Contracts are not assignable.

PURCHASE PAYMENTS

Purchase Payments must be at least $10. Except as permitted by the Company,
Purchase Payments in any Contract Year cannot be more than twice the total
Purchase Payments made in the first Contract Year. Acceptance by the Company of
Purchase Payments in excess of the foregoing limits, however, shall not be a
waiver of the Company's right to reject such excess Purchase Payments in the
future. Additional restrictions imposed by employee benefit plans may apply to
Purchase Payments under Qualified Contracts.

Net Purchase Payments are credited to an Owner's Accumulated Value on the
basis of Accumulation Unit value determined as of the close of the Valuation
Period during which the Payment was received at the Annuity Service Center.

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<PAGE>
ACCUMULATED VALUE

Accumulated Value fluctuates from one Valuation Period to the next, and may
be more or less than the aggregate Net Purchase Payments made. The Accumulated
Value under a Contract for any Valuation Date is determined by multiplying the
number of Accumulation Units credited to the Contract by the Accumulation Unit
Value for the Account E for that Valuation Date.

DETERMINATION OF ACCUMULATION UNITS. For both Qualified and Non-Qualified
Contracts, Net Purchase Payments are converted into Accumulation Units. The
number of Accumulation Units is determined by dividing the dollar amount of each
Net Purchase Payment by the value of an Accumulation Unit for the appropriate
type of Contract (I.E., Qualified Contracts or Non-Qualified Contracts) for the
Valuation Date on which the Net Purchase Payment is invested in Account E.
Therefore, additional Net Purchase Payments increase the number of Accumulation
Units and the Accumulated Value under a Contract.

Certain events will reduce the number of Accumulation Units (and the
Accumulated Value) credited to a Contract. The withdrawal of any Accumulated
Value will result in the cancellation of an appropriate number of Accumulation
Units as well: (1) surrender of a Contract, (2) arrival of the Maturity Date,
and (3) payment of the death benefit. Accumulation Units are cancelled as of the
end of the Valuation Period in which notice of or instructions regarding the
event are received at the Annuity Service Center.

DETERMINATION OF ACCUMULATION UNIT VALUE. The Accumulation Unit value is
different for Qualified Contracts and Non-Qualified Contracts. Although the
Accumulation Unit value for both types of Contracts was arbitrarily set
initially at $1, the fact that the two types of Contracts have different
Mortality and Expense Risk Charges has caused the values to deviate over time.
The value of an Accumulation Unit for either type of Contract on any subsequent
Valuation Date is determined by multiplying the value of an Accumulation Unit
for that type of Contract for the immediately preceding Valuation Date by the
net investment factor for Account E for that type of Contract for the current
Valuation Period.

THE NET INVESTMENT FACTOR. The net investment factor is an index that
measures the investment performance for Account E from one Valuation Period to
the next. Account E has a net investment factor for each Valuation Period that
can be greater than or less than one. Therefore, the value of an Accumulation
Unit may increase or decrease. The net investment factor for any Valuation
Period is determined by dividing (1) by (2) and subtracting (3) from the result,
where:

(1) is the result of:

a. the net asset value per share of the Portfolio, determined at the
end of the current Valuation Period; plus

b. the per share amount of any dividend or capital gain
distributions made by the Portfolio to the Account E, if the
"ex-dividend" date occurs during the current Valuation Period; less

(2) is the net asset value per share of the Portfolio, determined at the
end of the preceding Valuation Period.

(3) is a daily factor representing the Mortality and Expense Risk
Charge, adjusted for the number of days in the Valuation Period.

SURRENDERS AND WITHDRAWALS

WITHDRAWALS. During the Accumulation Period, the Owner may, by Written
Request, withdraw any part of the Contract's Accumulated Value. The Company will
withdraw the amount requested from Accumulated Value as of the Valuation Date on
or next following the day the Written Request for withdrawal is received at the
Annuity Service Center.

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<PAGE>
In the case of certain Qualified Contracts, federal tax law imposes
restrictions on the form and manner in which benefits may be paid. For example,
spousal consent may be needed in certain instances before a distribution may be
made. A withdrawal of Accumulated Value from both Qualified and Non-Qualified
Contracts will have federal income tax consequences. (See "TAX STATUS," page
.)

SURRENDERS. During the Accumulation Period, the Owner may, by Written
Request, surrender the Contract for the greater of (1) its Accumulated Value, or
(2) Adjusted Purchase Payments. The Accumulated Value or Adjusted Purchase
Payments will be determined as of the Valuation Day on or next following the day
the Written Request for surrender is received at the Annuity Service Center. A
surrender will have federal income tax consequences. (See "TAX STATUS," page
.)

WITHDRAWAL AND SURRENDER RESTRICTIONS. The Owner's right to make
withdrawals and surrenders is subject to any restrictions imposed by applicable
law or employee benefit plans.

RESTRICTIONS ON DISTRIBUTIONS FROM CERTAIN TYPES OF CONTRACTS. There are
certain restrictions on withdrawals and surrenders of Qualified Contracts used
as funding vehicles for Code Section 403(b) retirement plans (including the
Texas Optional Retirement Program). Section 403(b)(11) of the Code restricts the
distribution under Section 403(b) annuity contracts of: (1) contributions made
pursuant to a salary reduction agreement in years beginning after December 31,
1988; (2) earnings on those contributions; and (3) earnings in such years on
amounts held as of the last year beginning before January 1, 1989. Distributions
of those amounts may only occur upon the death of the employee, attainment of
age 59 1/2, separation from service, disability or hardship. In addition, income
attributable to salary reduction contributions may not be distributed in the
case of hardship.

DEATH BENEFITS

In the event that the Annuitant dies before the Maturity Date, the Company
will pay the Beneficiary(ies) a death benefit equal to the greater of (1) the
Accumulated Value of the contract, or (2) Adjusted Purchase Payments; both
determined as of the Valuation Date on which, or next following, both due proof
of death and an election of a single sum cash payment are received at the
Service Center. If a single sum payment is not elected, an Annuity Option may be
elected during the 90-day period following receipt of due proof of the
Annuitant's death. If the Beneficiary(ies) do not make an election during the
90-day period, then a single sum cash payment will be made.

Unless the Owner provides otherwise, the death benefit is paid in equal
shares to all Beneficiaries who survive the Annuitant; or if no Beneficiaries
survive the Annuitant, in equal shares to all contingent Beneficiaries.

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

1. a certified death certificate;

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

3. any other proof satisfactory to the Company.

SUSPENSION OR DEFERRAL OF PAYMENTS

The Company's policy is to pay the amount of any withdrawal, surrender or
death benefit within seven (7) days of receipt of a Written Request. However,
the Company may delay such payments in the following circumstances:

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

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

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

4. During any other period when the SEC, by order, so permits for the
protection of Owners;

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

ANNUITY PROVISIONS

GENERAL

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

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

With regard to a Variable Annuity, the Mortality and Expense Risk Charge is
assessed during both the Accumulation Period and the Annuity Period. The Company
will assess the Mortality and Expense Risk Charge in connection with payment of
an Annuity Option that does not involve life contingency even though the Company
no longer bears any mortality risk under such an Annuity Option.

SELECTING ANNUITY OPTIONS

Several Annuity Options are available under the Contracts. In addition, the
Company currently makes available a number of other Annuity Options not provided
for in the Contracts. Subject to any restrictions imposed by employee benefit
plans or federal tax law, Owners may select any Annuity Option provided for in
the Contracts.

Upon the request of the Owner, the Company will endorse a Contract to
eliminate any Annuity Option thereunder or, endorse the Contract in such other
fashion as may be required, to maintain qualification of an employee benefit
plan under the Code provided that such change is not otherwise contrary to law.
Generally, because of Code requirements, employee benefit plans will specify a
minimum and maximum Maturity Date and may limit the number of monthly Annuity
Payments certain that may be elected or the election of a joint and last
survivor Annuity Option where the contingent Beneficiary is other than a spouse.

Regardless of which Annuity Option is selected, the following general rules
apply:

1. The amount applied to an Annuity Option on the Maturity Date,
excluding any death benefit proceeds applied to an Annuity Option, is equal
to the Accumulated Value minus any applicable Premium Tax.

2. If the amount to be applied under an Annuity Option is less than
$2,000, the Company reserves the right to pay the amount in a lump sum. If,
at any time, any Annuity Payment is or becomes less than $20, the Company
reserves the right to change the frequency of payments to quarterly,
semi-annual or annual intervals that will result in payments of $20 or more.

3. The Owner selects a Maturity Date. Owners may change the Maturity
Date at any time prior to the Maturity Date by Written Request 30 days prior
to the new Maturity Date. The Maturity Date must be the first day of a
calendar month.

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<PAGE>
4. If no Annuity Option has been chosen at least thirty (30) calendar
days before the Maturity Date, the Company will make payments under Option B
(Non-Qualified Contracts) or Option 2 (Qualified Contracts), with 120
monthly payments guaranteed.

ANNUITY OPTIONS UNDER NON-QUALIFIED CONTRACTS

THE NON-QUALIFIED CONTRACTS PROVIDE FOR THE FOLLOWING SIX VARIABLE ANNUITY
OPTIONS:

OPTION A -- LIFE ANNUITY

A Variable Annuity payable monthly while the Annuitant is alive. Payments
will cease with the last monthly payment due preceding the Annuitant's death.

OPTION B -- LIFE ANNUITY WITH 60, 100, 120 OR 240 MONTHLY PAYMENTS
GUARANTEED

A Variable Annuity payable monthly while the Annuitant is alive. Payments
will cease after the later of:

(1) The last monthly payment due preceding the Annuitant's death; or

(2) The end of 60, 100, 120 or 240 payments, as elected by the Annuitant
.

OPTION C -- UNIT REFUND LIFE ANNUITY

A Variable Annuity payable monthly while the Annuitant is alive. Payments
will cease with the last monthly payment due preceding the Annuitant's death.
Upon receipt of proof of the Annuitant's death, an additional payment may be
made. The additional payment will be the then dollar value of the number of
Annuity Units equal to the excess of (a) over (b).

(a) The total amount applied under the option divided by the Annuity Unit
Value at the Maturity Date.

(b) The product of the number of Annuity Units represented by each monthly
Annuity Payment and the number of Annuity Payments made prior to death.

OPTION D -- JOINT LIFE ANNUITY WITH TWO-THIRDS ANNUITY UNITS TO SURVIVOR

(120 Months Certain) A joint Variable Annuity payable monthly to the
Annuitant and one other person designated at the exercise of this option. The
Company will pay the income for 120 months certain and as long afterwards as
both Annuitants are living. After the death of one of the Annuitants and after
payment of any remaining payments certain, monthly payments will continue to the
surviving annuitant for life. Such payments will be computed on the basis of
two-thirds of the number of Annuity Units in effect during the joint lifetime.

OPTION E -- VARIABLE ANNUITY PAYMENTS FOR A SPECIFIED PERIOD

Monthly Annuity Payments for a specified number of years, not exceeding 30.
The first payment is based upon 3.5% interest per year. Subsequent payments will
vary in amount in accordance with the Annuity Unit Value provision. Upon
surrender of the Contract during such specified period, the Company will pay the
commuted value at 3.5% interest compounded annually of the then current dollar
amount of the remaining monthly payments.

OPTION F -- SPECIFIED PAYMENTS FOR A VARIABLE PERIOD

The Company will make equal payments of the amount specified until the
remaining balance is less than the amount of one payment. Payments may be made
on an annual, semi-annual, quarterly or monthly basis. The remaining balance in
the Account E at the end of any Valuation Period is equal to the product of (a)
and (b).

(a) The balance at the end of the previous period decreased by the amount of
any payments made during the period.

(b) The Net Investment Factor for the period.

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<PAGE>
If the remaining balance at any time is less than the amount of one payment,
the balance will be paid as the final-payment under this option. The Owner may
surrender this contract for the remaining balance or redeem a portion thereof at
any time.

ANNUITY OPTIONS UNDER QUALIFIED CONTRACTS

THE QUALIFIED CONTRACTS PROVIDE THE FOLLOWING FIXED ANNUITY OPTIONS. THE
COMPANY ALSO MAY CONSENT TO OTHER PLANS OF PAYMENT BEFORE THE MATURITY DATE.

OPTION 1

Provides for the payment of equal installments for a specified number of
years, not exceeding 30.

OPTION 2

A life annuity with no payments certain, offers the maximum level of monthly
payments but there is no guarantee of a minimum number of payments and no
provisions for a death benefit for beneficiaries. It consists simply of an
annuity payable monthly during the lifetime of the Annuitant and terminating
with the last monthly payment preceding the death of the Annuitant. It is
possible under this option for the payee to receive only one Annuity Payment if
the Annuitant dies prior to the due date of the second annuity payment. To avoid
this possibility, a life annuity with 60, 100, 120 or 240 monthly payments
certain may be elected. This is an annuity payable monthly during the lifetime
of the Annuitant with the proviso that if at the death of the Annuitant,
payments have been made for less than 60, 100, 120 or 240 months as elected,
Annuity Payments will be continued during the remainder of-such period to the
Beneficiary or the present value of the remaining Annuity Payments may be
exchanged for an equivalent lump sum payment made to the Beneficiary.

OPTION 3

Provides for the payment of interest earnings during the Annuitant's
lifetime for a shorter fixed period as may be specified. Interest is payable at
an effective rate of 3% per year, plus whatever additional interest earnings the
Company may apportion.

OPTION 4

Provides for the payment of equal installments in an amount specified until
the proceeds and interest are exhausted. The total yearly amount payable may not
be less than 6% of the original proceeds. Unpaid balances remaining with
Massachusetts Mutual will be increased by interest at 3% a year, plus whatever
additional interest earnings the Company may apportion.

OPTION 5

A premium refund life annuity payable monthly during the lifetime of the
Annuitant, terminating with the last payment due prior to the Annuitant's death,
but providing that the Beneficiary will then receive an additional payment equal
to the excess, if any, of the total value applied toward the option, less the
total dollar amount of the payments made under the annuity.

OPTION 6

A joint life annuity with two-thirds to the survivor (120 months certain).
This is a joint annuity payable monthly to the Annuitant and a designated
Beneficiary for 120 months certain, and as long afterwards as both are living.
After the death of either and the following payment of any remaining income
certain, monthly payments computed on the basis of two-thirds of the annuity
payment in effect during such joint lifetime will be continued to the survivor
for life.

ANNUITY UNITS AND PAYMENTS

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

First, (except for Option E) a purchase rate per $1,000 of accumulated value
is determined according to the Progressive Annuity Table (as adjusted for year
of birth) using the age on the first payment date and an assumed interest rate
of 3.5% per year.

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<PAGE>
Second, the product of the Accumulated Value (divided by 1,000) and the
purchase rate is divided by the value of an Annuity Unit on the first payment
date to determine the number of Annuity Units credited to the Contract. This
number remains fixed for the life of the Contract, except in the case of certain
joint annuities.

Third, the dollar amount of each Annuity Payment is determined by
multiplying the number of Annuity Units by the Annuity Unit value as of the due
date on which the payment is made. This amount may increase or decrease from
payment to payment.

For Annuity Payments to increase, the appropriate Account E must have a rate
of return higher than the total charges made against the Account E plus the
assumed interest rate used in constructing the annuity table.

For Option E, the purchase rate is determined by dividing the accumulated
value by the number of months in the specified period.

Adjustments to the Progressive Annuity Table are made by an adjustment of
one year in the annuitant's age for each 25 calendar years in birth date as
shown in the following table:

<TABLE>
<CAPTION>
YEAR OF BIRTH ADJUSTED AGE
- --------------------------------------------------------------- -------------------
<S> <C>
Before 1900.................................................... Actual Age + 1
1900 - 1924.................................................... Actual Age
1925 - 1949.................................................... Actual Age - 1
1950 - 1974.................................................... Actual Age - 2
</TABLE>

Adjustments for year of birth after 1974 are made in a consistent manner.

An example of this procedure may be found in the Appendix.

ANNUITY UNIT VALUE

The value of an Annuity Unit was set at $1.00 for Non-Qualified Contracts on
the day the first Annuity Payment was determined. The value of an Annuity Unit
on any subsequent valuation date is determined by (a) multiplying the value of
an Annuity Unit on the immediately preceding Valuation Date by the net
investment factor for the Valuation Period just ended, and (b) dividing that
product by the sum of $1.00 and the rate of interest for the number of days
since that Valuation Date computed at an effective annual rate of 3.5%.

The factor in (b) is designed to adjust for the 3.5% annual interest rate
assumption used in constructing the annuity table used to determine the first
Annuity Payment. The interest rate assumption of 3.5% would produce level
Annuity Payments if the net investment return remained level at 3.5% on an
annual basis. The actual net investment return will, of course, vary. If higher
than 3.5%, the payments will rise and if lower than 3.5%, the payments will
fall. If a higher interest rate assumption were used, the initial payment would
be higher, but subsequent payments would rise more slowly or fall faster as the
actual investment return varies from that higher assumed rate. A lower
assumption would create the opposite effect.

The Net Investment Factor for the Valuation Period which was current 14 days
preceding the Valuation Date at which the value is being calculated is used in
calculating the value of an Annuity Unit in order to permit calculation of
amounts of Annuity Payments and mailing of checks in advance of their due date.
The use of this net investment factor results in using the investment experience
of the final 14 day period prior to the due date of the first Annuity Payment
twice since that same experience is included in valuing the Contract as of the
date the first Annuity Payment is due and in valuing the Annuity Units for
purposes of determining the second annuity payment.

DISTRIBUTION OF THE CONTRACTS

Contracts were sold by licensed insurance agents in those states where the
contracts may be lawfully sold. The principal underwriter for the Contracts was
G.R. Phelps (formerly, Connecticut

15
<PAGE>
Mutual Financial Services, Inc.). The Contracts were sold by registered
representatives of G.R. Phelps which is a broker-dealer registered under the
Securities Exchange Act of 1934 and also a member of the National Association of
Securities Dealers, Inc. G.R. Phelps is an ultimate subsidiary of the Company
and is located at 140 Garden Street, Hartford, Connecticut 06154. Commissions
and other distribution compensation is paid by the Company on behalf of G.R.
Phelps and is not more than: 1) 7.75% of Purchase Payments or, 2) 6.75% of
Purchase Payments plus a maximum fee of up to 0.30% based upon Purchase
Payments.

TAX STATUS

GENERAL

NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S UNDERSTANDING OF
CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL. THE COMPANY
CANNOT PREDICT THE PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE MADE.
PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING THE POSSIBILITY
OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF THE CONTRACTS.
PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT BE TREATED AS
"ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE FURTHER
UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT SPECIAL
RULES NOT DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN SITUATIONS.
MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX
LAWS.

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

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

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

DIVERSIFICATION

Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury Department
("Treasury Department"), adequately diversified. Disqualification of the
Contract as an annuity contract would result in the imposition of federal income
tax to the Owner with respect to earnings allocable to the Contract prior to the
receipt of payments under the Contract. The Code contains a safe harbor
provision which provides that annuity contracts such as the Contracts meet the
diversification

16
<PAGE>
requirements if, as of the end of each quarter, the underlying assets meet the
diversification standards for a regulated investment company and no more than
55% of the total assets consist of cash, cash items, U.S. Government securities
and securities of other regulated investment companies.

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

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

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

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

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

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

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

MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are
issued within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse tax
consequences including more rapid taxation of the distributed amounts from such
combination of contracts. Owners should consult a tax adviser prior to
purchasing more than one non-qualified annuity contract in any calendar year.

TAX TREATMENT OF ASSIGNMENTS

An assignment or pledge of a Contract may be a taxable event. Owners should
therefore consult competent tax advisers should they wish to assign or pledge
their Contracts.

17
<PAGE>
INCOME TAX WITHHOLDING

All distributions or the portion thereof which is includible in the gross
income of the Owner are subject to federal income tax withholding. Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from non-periodic payments. However, the Owner, in most cases, may
elect not to have taxes withheld or to have withholding done at a different
rate.

Effective January 1, 1993, certain distributions from retirement plans
qualified under Section 401 or Section 403(b) of the Code, which are not
directly rolled over to another eligible retirement plan or individual
retirement account or individual retirement annuity, are subject to a mandatory
20% withholding for federal income tax. The 20% withholding requirement does not
apply to: a) distributions for the life or life expectancy of the participant or
joint and last survivor expectancy of the participant and a designated
beneficiary; or b) distributions for a specified period of ten (10) years or
more; or c) distributions which are required minimum distributions. Participants
under such plans should consult their own tax counsel or other tax advisor
regarding withholding.

TAX TREATMENT OF WITHDRAWALS -- NON-QUALIFIED CONTRACTS

Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the Accumulated Value exceeds the aggregate
purchase payments made, any amount withdrawn will be treated as coming first
from the earnings and then, only after the income portion is exhausted, as
coming from the principal. Withdrawn earnings are includible in gross income. It
further provides that a 10% penalty will apply to the income portion of any
distribution. However, the penalty is not imposed on amounts received: (a) after
the taxpayer reaches age 59 1/2; (b) after the death of the Owner; (c) if the
taxpayer is totally disabled (for this purpose disability is as defined in
Section 72(m)(7) of the Code); (d) in a series of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the taxpayer or for the joint lives (or joint life expectancies)
of the taxpayer and his or her Beneficiary; (e) under an immediate annuity; or
(f) which are allocable to purchase payments made prior to August 14, 1982.

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

QUALIFIED PLANS

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

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

18
<PAGE>
On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The Contracts sold by the Company in connection with
certain Qualified Plans will utilize annuity tables which do not differentiate
on the basis of sex. Such annuity tables will also be available for use in
connection with certain non-qualified deferred compensation plans.

H.R. 10 PLANS

Sections 401 and 403(a) of the Code permits self-employed individuals to
establish Qualified Plans for themselves and their employees, commonly referred
to as "H.R. 10" or "Keogh" plans. Contributions made to the Plan for the benefit
of the employees will not be included in the gross income of the employees until
distributed from the Plan. The tax consequences to participants may vary
depending upon the particular plan design. However, the Code places limitations
and restrictions on all Plans including on such items as: amount of allowable
contributions; form, manner and timing of distributions; transferability of
benefits; vesting and nonforfeitability of interests; nondiscrimination in
eligibility and participation; and the tax treatment of distributions,
withdrawals and surrenders. (See "Tax Treatment of Withdrawals -- Qualified
Contracts" below.) These retirement plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans. Adverse tax or other
legal consequences to the Plan, to the participant or to both may result if the
Contract is assigned or transferred to any individual as a means to provide
benefit payments, unless the Plan complies with all legal requirements
applicable to such benefits prior to the transfer of the Contract. Purchasers of
Contracts for use with an H.R. 10 Plan should obtain competent tax advice as to
the tax treatment and suitability of such an investment.

INDIVIDUAL RETIREMENT ANNUITIES

Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to an
IRA which will be deductible from the individual's gross income. These IRAs are
subject to limitations on eligibility, contributions, transferability and
distributions. (See "Tax Treatment of Withdrawals -- Qualified Contracts"
below.) Under certain conditions, distributions from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an IRA. Sales of Contracts for use with IRAs are subject to special requirements
imposed by the Code, including the requirement that certain informational
disclosure be given to persons desiring to establish an IRA. The Internal
Revenue Service has not reviewed the Contract for qualification as an IRA, and
has not addressed in a ruling of general applicability whether a death benefit
provision such as the provision in the Contract comports with IRA qualification
requirements. Purchasers of Contracts to be qualified as Individual Retirement
Annuities should obtain competent tax advice as to the tax treatment and
suitability of such an investment.

CORPORATE PENSION AND PROFIT-SHARING PLANS

Sections 401(a), 401(k) and 403(a) of the Code permit corporate employers to
establish various types of retirement plans for employees. These retirement
plans may permit the purchase of the Contracts to provide benefits under the
Plan. Contributions to the Plan for the benefit of employees will not be
includible in the gross income of the employees until distributed from the Plan.
The tax consequences to participants may vary depending upon the particular plan
design. However, the Code places limitations and restrictions on all plans
including on such items as: amount of allowable contributions; form, manner and
timing of distributions; transferability of benefits; vesting and
nonforfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. (See "Tax Treatment of Withdrawals -- Qualified Contracts" below.)
These retirement plans may permit the purchaser of the Contracts to accumulate
retirement savings under the plans. Adverse tax or other legal consequences to
the plan, to the participant, or to both may result if the Contract is assigned
or transferred to any individual as a means to provide benefit payments, unless
the plan complies with all legal requirements applicable to

19
<PAGE>
such benefits prior to transfer of the Contract. Purchasers of Contracts for use
with Corporate Pension or Profit-Sharing Plans should obtain competent tax
advice as to the tax treatment and suitability of such an investment.

SECTION 457 DEFERRED COMPENSATION ("SECTION 457") PLANS

Under Section 457 of the Code, employees of (and independent contractors who
perform services for) certain state and local governmental units, or certain
tax-exempt employers, may participate in a Section 457 plan of the employer,
allowing them to defer part of their salary or other compensations. The amount
deferred, and any income on such amount, will not be taxable until paid or
otherwise made available to the employee.

The maximum amount that can be deferred under a Section 457 plan in any tax
year is ordinarily one-third of the employee's includible compensation, up to
$7,500. Includible compensation means earnings for services rendered to the
employer which is includible in the employee's gross income, but excluding any
contributions under the Section 457 plan, or a Tax-Sheltered Annuity. During the
last three (3) years before an individual attains normal retirement age,
additional "catch-up" deferrals are permitted. The deferred amounts will be used
by the employer to purchase the Contract. The Contract will be issued to the
employer, and all Accumulated Values will be subject to the claims of the
employer's creditors. The employee has no rights or vested interest in the
Contract, and is only entitled to payment in accordance with the Section 457
plan provisions. Present federal income tax law does not allow tax-free
transfers or rollovers for amounts accumulated in a Section 457 plan, except for
transfers to other Section 457 plans in certain limited cases.

TAX TREATMENT OF WITHDRAWALS -- QUALIFIED CONTRACTS

In the case of a withdrawal under a Qualified Contract, a ratable portion of
the amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's total accrued benefit under the retirement plan.
Special tax rules may be available for certain distributions from a Qualified
Contract. Section 72(t) of the Code imposes a 10% penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 and 403(a) (H.R. 10 and Corporate
Pension and Profit-Sharing Plans), 403(b) (Tax-sheltered Annuities) and 408(b)
(Individual Retirement Annuities). To the extent amounts are not includible in
gross income because they have been rolled over to an IRA or to another eligible
Qualified Plan, no tax penalty will be imposed. The tax penalty will not apply
to the following distributions: (a) if distribution is made on or after the date
on which the Owner or Annuitant (as applicable) reaches age 59 1/2; (b)
distributions following the death or disability of the Owner or Annuitant (as
applicable) (for this purpose disability is as defined in Section 72(m)(7) of
the Code); (c) after separation from service, distributions that are part of
substantially equal periodic payments made not less frequently than annually for
the life (or life expectancy) of the Owner or Annuitant (as applicable) or the
joint lives (or joint life expectancies) of such Owner or Annuitant (as
applicable) and his or her designated Beneficiary; (d) distributions to a Owner
or Annuitant (as applicable) who has separated from service after he/ she has
attained age 55; (e) distributions made to the Owner or Annuitant (as
applicable) to the extent such distributions do not exceed the amount allowable
as a deduction under Code Section 213 to the Owner or Annuitant (as applicable)
for amounts paid during the taxable year for medical care; and (f) distributions
made to an alternate payee pursuant to a qualified domestic relations order. The
exceptions stated in (d), (e) and (f) above do not apply in the case of an
Individual Retirement Annuity. The exception stated in (c) above applies to an
Individual Retirement Annuity without the requirement that there be a separation
from service.

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

20
<PAGE>
made, a 50% penalty tax is imposed as to the amount not distributed. In
addition, distributions in excess of $150,000 per year may be subject to an
additional 15% excise tax unless an exemption applies.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

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

FINANCIAL STATEMENTS

The audited supplemental financial statements of the Company and Account E
have been included in the Statement of Additional Information.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which either Account E,
the Company or G.R. Phelps is a party which would have a negative impact on any
party's ability to meet its obligations under the Contracts.

21
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Company.................................................................................................... 3
Experts.................................................................................................... 3
Financial Statements....................................................................................... 3
</TABLE>

22
<PAGE>
APPENDIX
GENERAL FORMULAE FOR COMPUTING THE AMOUNTS OF THE SECOND AND SUBSEQUENT
MONTHLY ANNUITY PAYMENTS UNDER DEFERRED CONTRACTS

<TABLE>
<S> <C> <C>
Number of Annuity Units = Dollar Amount of First Monthly Payment Annuity Unit Value
on Due Date of First Payment
Annuity Unit Value = Value of Annuity Unit on Preceding Valuation Date X Net
Investment Factor for the Valuation Period 14 days prior
to Current Valuation Date 1.00 plus rate of interest for
number of days in current Valuation Period at 3.5% yearly
rate.
Dollar Amount of Second and = Number of Annuity Units X Annuity Unit Value on Payment
Subsequent Annuity Payment Due Date
</TABLE>

The determination of the Annuity Unit value and the annuity payment may be
illustrated by the following hypothetical example.

Assume that a contract at the date of commencement of an annuity has
credited to it 30,000 Accumulation Units, and that the value of an Accumulation
Unit on the date on which payments commence is $1.150000, producing a total
accumulated value of $34,500. Assume also that the Owner elects an option for
which the table in the variable annuity contract indicates the first monthly
payment is $6.57 per $1,000 of value applied; the Variable Annuitant's first
monthly payment would thus be 34.50 multiplied by $6.57 or $226.67.

Assume that the Annuity Unit value on the date the first payment was due was
$1.100000. When this is divided into the first monthly payment, the number of
Annuity Units represented by that payment is determined to be 206.064. The value
of this same number of Annuity Units will be paid in each subsequent month.

Assume further that the net investment factor for the valuation period which
was current 14 days preceding the Valuation Date at which the next annuity
payment is being calculated is 1.000179. Multiplying this factor by the Annuity
Unit value for the valuation period preceding the period in which the next
annuity payment is due (assume $1.105000) produces a result of $1.105198. This
is then divided by 1.000094, which is 100 plus the rate of interest for a one
day valuation period to neutralize the assumed investment rate of 3.5% per annum
already taken into account in determining Annuity Units as described above,
producing a current Annuity Unit value of $1.105094.

The current monthly payment is then determined by multiplying the fixed
number of Annuity Units by the current Annuity Unit value or 206.064 time
$1.105094, which produces a current monthly payment of $227.72.

(3) GENERAL FORMULAE AND HYPOTHETICAL ILLUSTRATION OF ADDITIONAL BENEFIT UNDER
OPTION C UNIT REFUND LIFE ANNUITY

Following the annuitant's death, the designated beneficiary will receive an
additional payment under Option C of the then dollar value of a number of
Annuity Units equal to (a) minus (b), if such difference is positive where:

<TABLE>
<S> <C> <C>
(a) = Accumulated Value on the Maturity Date Annuity Unit Value on the Maturity
Date

(b) = Number of Annuity Units represented by each monthly annuity payment made X
Number of monthly payments made
</TABLE>

For example, if $10,000 were applied to the purchase of an annuity under
this option, the value of an Annuity Unit was $2.00 on the date applied, the
number of Annuity Units represented by each monthly payment was 30.5, 10 monthly
payments were made prior to the date of death, and the value of an Annuity Unit
on the valuation date following receipt of proof of the annuitant's death was
$2.05, the amount paid to the beneficiary would be $9,624.75 computed as
follows:

(($10,000) - (30.5 X 10)) X $2.05 = $2.00

(5,000 - 305) X $2.05 =

4,695 X $2.05 = $9,624.75
<PAGE>
- ------------------------------

- ------------------------------

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
ACCUMULATION PRODUCTS ADMINISTRATION
MAIL STATION X305
140 GARDEN STREET
HARTFORD, CONNECTICUT 06154

<PAGE>
Please send me, at no charge the Statement of Additional Information dated March
1, 1996 for the Contracts Issued by CML Accumulation Annuity Account E.

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

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

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

- --------------------------------------------------------------------------
City State ZIP Code
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACTS
WITH FLEXIBLE PURCHASE PAYMENTS
issued by
CML ACCUMULATION ANNUITY ACCOUNT E
AND
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED MAY 1, 1996, FOR THE INDIVIDUAL
VARIABLE DEFERRED ANNUITY CONTRACTS WITH FLEXIBLE PURCHASE PAYMENTS WHICH ARE
REFERRED TO HEREIN.

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS CALL OR WRITE THE
COMPANY AT 1295 STATE STREET, SPRINGFIELD, MA 01111.

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1996.

1
<PAGE>
TABLE OF CONTENTS

2
<PAGE>
COMPANY

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

EXPERTS

The audited supplemental financial statements of Massachusetts Mutual Life
Insurance Company ("the Company") as of December 31, 1995 and 1994 and for each
of the three years in the period ended December 31, 1995 have been included
herein in reliance on the reports of Coopers & Lybrand L.L.P., Springfield,
Massachusetts 01101, independent accountants, given on the authority of that
firm as experts in accounting and auditing. Coopers & Lybrand's report on the
supplemental financial statements of the Company includes explanatory paragraphs
relating to the retroactive effect of the merger of the Company and Connecticut
Mutual Life Insurance Company, and the pending sale of a wholly-owned insurance
subsidiary.

The financial statements of Account E as of December 31, 1995 and the
results of its operations for the year ended December 31, 1995 and its
statements of changes in net assets for the two years ended December 31, 1995,
have been included herein in reliance on the reports of Arthur Andersen LLP,
independent public accountants, appearing elsewhere herein, and upon the
authority of such auditors as experts in accounting and auditing.

FINANCIAL STATEMENTS

3
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

------------------------

AUDIT OF SUPPLEMENTAL FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

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

We have audited the supplemental statement of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1995 and 1994,
and the related supplemental statements of income, changes in policyholders'
contingency reserves and cash flows for each of the years in the three-year
period ended December 31, 1995 included on Pages F-2 through F-19. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

The supplemental financial statements give retroactive effect to the merger
of Massachusetts Mutual Life Insurance Company and Connecticut Mutual Life
Insurance Company on March 1, 1996, which has been accounted for as a pooling of
interests as described in the notes to the supplemental financial statements.
Generally accepted accounting principles preclude giving effect to a consummated
business combination accounted for by the pooling of interests methods in
financial statements that do not include the date of consummation. These
financial statements do not extend through the date of consummation; however,
they will become the historical consolidated financial statements of
Massachusetts Mutual Life Insurance Company after financial statements covering
the date of consummation of the business combination are issued. We did not
audit the financial statements of Connecticut Mutual Life Insurance Company
which statements reflect total assets of 25% as of December 31, 1995 and 1994,
revenue of 26%, 26%, and 24% and net gain from operations of 22%, 6% and 17% for
each of the three years in the period ended December 31, 1995, respectively.
Those statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Connecticut Mutual Life Insurance Company, is based solely on the report of
other auditors.

In our opinion, based on our audits and the reports of other auditors, the
supplemental financial statements referred to above present fairly, in all
material respects, the financial position of Massachusetts Mutual Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1995 in conformity with generally accepted accounting principles applicable
after financial statements are issued for a period which includes the date of
consummation of the business combination.

As discussed in Note 10 to the financial statements, Massachusetts Mutual
Life Insurance Company entered into a definitive agreement for the sale of a
wholly-owned insurance subsidiary.

/s/ Coopers & Lybrand L.L.P.

Springfield, Massachusetts
March 1, 1996

F-1
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF FINANCIAL POSITION

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1994
----------- -----------
(IN MILLIONS)
<S> <C> <C>
ASSETS:
Bonds.................................................................................. $ 23,625.1 $ 23,298.2
Stocks................................................................................. 416.1 246.1
Mortgage loans......................................................................... 3,872.4 4,066.2
Real Estate:
Investments.......................................................................... 1,502.8 1,673.7
Other................................................................................ 107.1 108.8
Other investments...................................................................... 1,489.9 1,218.4
Policy loans........................................................................... 4,518.4 4,259.8
Cash and short-term investments........................................................ 2,342.8 2,255.5
Investment and insurance amounts receivable............................................ 1,059.3 1,069.7
Separate account assets................................................................ 11,309.5 8,530.5
Other assets........................................................................... 174.6 153.3
----------- -----------
$ 50,418.0 $ 46,880.2
----------- -----------
----------- -----------
</TABLE>

See notes to supplemental financial statements.

F-2
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF FINANCIAL POSITION (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1994
----------- -----------
(IN MILLIONS)
<S> <C> <C>
LIABILITIES:
Policyholders' reserves and funds...................................................... $ 32,893.1 $ 32,295.1
Policyholders' dividends............................................................... 832.6 837.5
Policy claims and other benefits....................................................... 395.5 415.9
Federal income taxes................................................................... 338.5 229.9
Asset valuation reserve................................................................ 566.8 470.5
Investment reserves.................................................................... 109.9 130.8
Separate account reserves and liabilities.............................................. 11,309.6 8,529.5
Amounts due on investments purchased and other liabilities............................. 1,371.1 1,401.9
----------- -----------
47,817.1 44,311.1
Policyholders' contingency reserves.................................................... 2,600.9 2,569.1
----------- -----------
$ 50,418.0 $ 46,880.2
----------- -----------
----------- -----------
</TABLE>

See notes to supplemental financial statements.

F-3
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Income:
Premium income............................................................... $ 5,727.7 $ 6,177.2 $ 6,408.3
Net investment and other income.............................................. 2,898.4 2,803.1 2,885.7
---------- ---------- ----------
8,626.1 8,980.3 9,294.0
---------- ---------- ----------
Benefits and expenses:
Policy benefits and payments................................................. 5,152.2 5,449.6 5,652.9
Addition to policyholders' reserves and funds................................ 1,205.4 1,263.2 1,291.1
Commissions and operating expenses........................................... 833.7 959.3 953.5
State taxes, licenses and fees............................................... 89.4 105.6 114.9
Merger restructuring costs................................................... 44.0 0.0 0.0
---------- ---------- ----------
7,324.7 7,777.7 8,012.4
---------- ---------- ----------
Net gain before federal income taxes and dividends........................... 1,301.4 1,202.6 1,281.6
Federal income taxes......................................................... 206.2 139.7 211.8
---------- ---------- ----------
Net gain from operations before dividends.................................... 1,095.2 1,062.9 1,069.8
Dividends to policyholders................................................... 819.0 824.7 817.5
---------- ---------- ----------
Net gain from operations..................................................... 276.2 238.2 252.3
Net realized capital loss.................................................... (85.8) (164.3) (96.0)
---------- ---------- ----------
Net income................................................................... $ 190.4 $ 73.9 $ 156.3
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See notes to supplemental financial statements.

F-4
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF CHANGES IN
POLICYHOLDERS' CONTINGENCY RESERVES

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Policyholders' contingency reserves, beginning of year....................... $ 2,569.1 $ 2,470.2 $ 2,131.2
---------- ---------- ----------
Increases (decreases) due to:
Net income................................................................. 190.4 73.9 156.3
Net unrealized capital gain................................................ 88.7 29.5 67.9
Merger restructuring costs, net of tax..................................... (45.4) 0.0 0.0
Surplus notes.............................................................. 0.0 100.0 250.0
Change in asset valuation and investment reserves.......................... (75.6) (38.2) (133.3)
Change in accounting for mortgage-backed securities........................ 0.0 44.5 0.0
Change in valuation bases of policyholders' reserves....................... (108.2) (51.1) 0.0
Change in non-admitted assets and other.................................... (18.1) (59.7) (1.9)
---------- ---------- ----------
Policyholders' contingency reserves, end of year............................. $ 2,600.9 $ 2,569.1 $ 2,470.2
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See notes to supplemental financial statements.

F-5
<PAGE>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENTAL STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
Operating activities:
Net income................................................................. $ 190.4 $ 73.9 $ 156.3
Addition to policyholders' reserves and funds, net of transfers to separate
accounts.................................................................. 575.8 546.9 389.6
Net realized capital loss.................................................. 85.8 164.3 96.0
Other changes.............................................................. (25.2) 124.2 131.1
---------- ---------- ----------
Net cash provided by operating activities.................................. 826.8 909.3 773.0
---------- ---------- ----------
Investing activities:
Loans and purchases of investments......................................... 10,364.2 8,351.6 8,715.1
Sales or maturities of investments and receipts from repayment of loans.... 9,671.1 7,468.7 7,607.3
---------- ---------- ----------
Net cash used in investing activities...................................... 693.1 882.9 1,107.8
---------- ---------- ----------
Financing activities:
Issuance of surplus notes.................................................. 0.0 100.0 250.0
Repayment of notes payable and other borrowings............................ (46.4) (125.0) (100.0)
Proceeds from issuance of notes payable and other borrowings............... 0.0 0.0 120.3
---------- ---------- ----------
Net cash provided by (used in) financing activities........................ (46.4) (25.0) 270.3
---------- ---------- ----------
Increase (decrease) in cash and short-term investments....................... 87.3 1.4 (64.5)
Cash and short-term investments, beginning of year........................... 2,255.5 2,254.1 2,318.6
---------- ---------- ----------
Cash and short-term investments, end of year................................. $ 2,342.8 $ 2,255.5 $ 2,254.1
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See notes to supplemental financial statements.

F-6
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS

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

On March 1, 1996, the operations of the former Connecticut Mutual Life
Insurance Company ("Connecticut Mutual") were merged into the Company. For the
purposes of this presentation, these supplemental financial statements give
retroactive effect as if the merger had occurred on January 1, 1993 in
conformity with the practices of the National Association of Insurance
Commissioners and the accounting practices prescribed or permitted by the
Division of Insurance of the Commonwealth of Massachusetts and the Department of
Insurance of the State of Connecticut. This merger was accounted for under the
pooling of interests method of accounting. The financial information is not
necessarily indicative of the results that would have been recorded had the
merger actually occurred on January 1, 1993, nor is it indicative of future
results. After the merger, future sales of new products will be predominantly
those developed by Massachusetts Mutual. Additionally, as part of the merger
plan, employee positions have been or will be eliminated over a three-year
period, predominantly through voluntary terminations. In 1995, charges for
employee separation and transaction expenses directly attributable to the merger
were $44 million for Massachusetts Mutual (the Company prior to the merger) and
$45 million, net of tax, for Connecticut Mutual. The expenses incurred by
Massachusetts Mutual were recorded in the statement of income and the expenses
incurred by Connecticut Mutual were recorded as a component of changes in
policyholders' contingency reserves, as permitted by each company's regulatory
authority. The Company estimates an additional $58 million of merger-related
expenses will be incurred after the merger date.

It is believed the Company will achieve operating cost savings through
consolidation of certain operations and the elimination of redundant costs. In
particular, the Company expects expense savings in 1996 and 1997 will more than
offset the merger costs, and the level of annual savings will continue to grow
in 1998 and beyond at the rate of inflation. The extent to which cost savings
will be achieved will be influenced by many factors, including economic
conditions, inflation and unanticipated changes in business activities.
Accordingly, there can be no assurance the benefits anticipated to arise out of
the merger will, in fact, be achieved.

These financial statements do not extend through to the date of the merger;
however, they will become the historical financial statements of the Company
after financial statements covering the date of the merger have been issued, but
do not include the adjustments that have been permitted by insurance regulatory
authorities to be made as of the date of the merger. Policyholder reserves
attributable to the disability income line of business will be strengthened by
approximately $67 million, real estate valuation reserves will increase by $50
million and the prepaid pension asset will increase by $39 million.

1. SUMMARY OF ACCOUNTING PRACTICES
The accompanying supplemental financial statements, except as to form, have
been prepared in conformity with the practices of the National Association of
Insurance Commissioners and the accounting practices prescribed or permitted by
the Division of Insurance of the Commonwealth of Massachusetts and the
Department of Insurance of the State of Connecticut, which are currently
considered generally accepted accounting principles for mutual life insurance
companies and their life insurance subsidiaries.

The Financial Accounting Standards Board, which has no role in establishing
regulatory accounting practices, issued Interpretation 40, Applicability of
Generally Accepted Accounting Principles to Mutual Life Insurance and Other
Enterprises, and Statement of Financial Accounting Standards

F-7
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF ACCOUNTING PRACTICES (CONTINUED)
No. 120, Accounting and Reporting by Mutual Life Insurance Enterprises and by
Insurance Enterprises for Certain Long-Duration Participating Contracts. The
American Institute of Certified Public Accountants, which also has no role in
establishing regulatory accounting practices, issued Statement of Position 95-1,
Accounting for Certain Insurance Activities of Mutual Life Insurance
Enterprises. These pronouncements will require mutual life insurance companies
to modify their financial statements in order to continue to be in accordance
with generally accepted accounting principles, effective for financial
statements issued for 1996 and prior periods presented. The manner in which
policy reserves, new business acquisition costs, asset valuations and related
tax effects are recorded will change. Management has not determined the impact
of such changes on the Company's Statement of Income, but believes
implementation of these pronouncements will cause policyholders contingency
reserves to increase.

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

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

a. INVESTMENTS

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

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

Mortgage loans are valued at principal less unamortized discount. Real
estate is valued at cost less accumulated depreciation, impairments and mortgage
encumbrances. Encumbrances totaled $2.9 million in 1995 and $16.1 million in
1994. Depreciation on investment real estate is calculated using the
straight-line and constant yield methods.

Policy loans are carried at the outstanding loan balance less amounts
unsecured by the cash surrender value of the policy. Short-term investments are
stated at amortized cost, which approximates fair value.

Investments in unconsolidated subsidiaries, joint ventures and other forms
of partnerships are included in other investments on the Statement of Financial
Position and are accounted for using the equity method.

On July 15, 1994, DHC Inc., a wholly-owned subsidiary of Connecticut Mutual,
sold its 100 percent ownership in GroupAmerica Insurance Company to Veritus,
Inc. for $52.1 million in cash.

F-8
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF ACCOUNTING PRACTICES (CONTINUED)
In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve and an Interest Maintenance Reserve. The Asset Valuation
Reserve and other investment reserves, as prescribed or permitted by the
regulatory authorities, stabilize the policyholders' contingency reserves
against fluctuations in the value of stocks, as well as declines in the value of
bonds, mortgage loans and real estate investments.

The Interest Maintenance Reserve captures after-tax realized capital gains
and losses which result from changes in the overall level of interest rates for
all types of fixed income investments, as well as other financial instruments,
including financial futures, U.S. Treasury purchase commitments, options,
interest rate swaps, interest rate caps and interest rate floors. These interest
rate related gains and losses are amortized into income using the grouped method
over the remaining life of the investment sold or over the remaining life of the
underlying asset. Net realized after tax capital gains of $110.5 million in
1995, net realized after tax capital losses of $152.6 million in 1994 and net
realized after-tax capital gains of $127.2 million in 1993 were charged to the
Interest Maintenance Reserve. Amortization of the Interest Maintenance Reserve
into net investment income amounted to $5.0 million in 1995, $45.8 million in
1994 and $71.6 million in 1993. In 1994, the Company's Interest Maintenance
Reserve resulted in a net loss deferral. In accordance with the practices of the
National Association of Insurance Commissioners, the 1994 balance was recorded
as a reduction of policyholders' contingency reserves.

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

b. SEPARATE ACCOUNTS

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

c. NON-ADMITTED ASSETS

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

d. POLICYHOLDERS' RESERVES AND FUNDS

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

Reserves for individual annuities, guaranteed investment contracts and
deposit administration and immediate participation guarantee funds are based on
accepted actuarial methods computed principally using the 1951, 1971, 1983 group
and individual annuity tables with assumed interest rates ranging from 2.25 to
11.25 percent. Reserves for policies and contracts considered investment
contracts have a carrying value of $10,290.5 million (fair value of $10,508.9
million as determined by discounted cash flow projections). Accident and health
policy reserves are generally calculated using the two-year preliminary term,
net level premium and fixed net premium methods and various morbidity tables.

F-9
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF ACCOUNTING PRACTICES (CONTINUED)
During 1995 and 1994, the Company changed its valuation basis for certain
disability income contracts. The effects of these changes, $108.2 million in
1995 and $51.1 million in 1994, were recorded as decreases to policyholders'
contingency reserves.

e. PREMIUM AND RELATED EXPENSE RECOGNITION

The Company recognizes life insurance premium revenue annually on the
anniversary date of the policy. Annuity premium is recognized when received.
Accident and health premiums are recognized as revenue when due. Premiums are
recognized when due for the policies issued by Connecticut Mutual. Commissions
and other costs related to issuance of new policies, maintenance and settlement
costs are charged to current operations.

f. POLICYHOLDERS' DIVIDENDS

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

g. CASH AND SHORT-TERM INVESTMENTS

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

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

a. SURPLUS NOTES

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

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

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

The proceeds of the notes, less a $35 million reserve in 1995 and 1994 and a
$25 million reserve in 1993 for contingencies associated with the issuance of
the notes, are recorded as a component of the Company's policyholders'
contingency reserves as approved by the Commissioner. These reserves, as
permitted by the Massachusetts Division of Insurance, are included in investment
reserves on the Statement of Financial Position.

b. OTHER POLICYHOLDERS' CONTINGENCY RESERVES

As required by regulatory authorities, contingency reserves established to
protect group life and annuity policyholders are $37.8 million in 1995 and $36.3
million in 1994.

F-10
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

3. EMPLOYEE BENEFIT PLANS
The Company's employee benefit plans include plans in place for the
employees of Massachusetts Mutual and Connecticut Mutual prior to the merge.
These plans, which were managed separately, reflect different assumptions for
1995 and 1994. The separate plans will continue into 1996 using similar
assumptions were appropriate. Employees previously covered by the Connecticut
Mutual plans will continue coverage under these plans. All other employees,
including employees hired after the merger date, will be covered by the
Massachusetts Mutual benefit plans.

a. PENSION

The Company has two non-contributory defined benefit plans covering
substantially all of its employees. One plan includes employees employed by
MassMutual prior to December 31, 1995 and the other includes employees
previously employed by Connecticut Mutual. Benefits are based on the employees'
years of service, compensation during the last five years of employment and
estimated social security retirement benefits. The Company accounts for these
plans following Financial Accounting Standards Board Statement No. 87,
Employers' Accounting for Pensions. Accordingly, as permitted by the
Massachusetts Division of Insurance, the Company has recognized a pension asset
of $37.7 million and $37.6 million in 1995 and 1994, respectively. The net
pension asset of $34 million associated with the Connecticut Mutual plan has
been non-admitted in the financial statements in accordance with Connecticut
insurance regulations. 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, 1995 and 1994. The assets of the Plan are invested in the Company's
general account and separate accounts.

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

<TABLE>
<CAPTION>
1995 1994
--------- ---------
(IN MILLIONS)
<S> <C> <C>
Accumulated benefit obligation..................................................... $ 537.5 $ 451.9
Vested benefit obligation.......................................................... 525.7 437.4
Projected benefit obligation....................................................... 622.5 529.5
Plan assets at fair value.......................................................... 941.3 814.7
</TABLE>

The following rates were used in determining the actuarial present value of
both the accumulated and projected benefit obligation.

<TABLE>
<CAPTION>
MASSMUTUAL CONNECTICUT MUTUAL
PLAN PLAN
--------------- ---------------------
<S> <C> <C>
Discount rate -- 1995................................................ 7.5% 7.75 %
Discount rate -- 1994................................................ 8.0 8.5
Increase in future compensation levels............................... 5.0 5.0
Long-term rate of return on assets................................... 10.0 9.0
</TABLE>

The Company also has defined contribution plans for employees and agents.
The expense credited to operations for all pension plans is $10.9 million in
1995, as compared to charged to operation of $5.0 million in 1994 and $4.0
million in 1993.

b. LIFE AND HEALTH

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

F-11
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

3. EMPLOYEE BENEFIT PLANS (CONTINUED)
The following rates were used in determining the accumulated postretirement
benefit liability.

<TABLE>
<CAPTION>
MASSMUTUAL CONNECTICUT MUTUAL
PLAN PLAN
------------ ------------------
<S> <C> <C>
Discount rate -- 1995................................................. 7.5% 8.5%
Discount rate -- 1994................................................. 8.0 7.5
Assumed increases in medical cost rates
in the first year
(for all)......................................................... 7.5
(for those born prior to 1965).................................... 12.0
(for those born after 1965)....................................... 9.5
declining to
(for all)......................................................... 5.0
(for those born prior to 1965).................................... 6.0
(for those born after 1965)....................................... 5.5
within.............................................................. 6 years 7 years
</TABLE>

The initial transition obligation of $137.9 million is being amortized over
twenty years through 2012. At December 31, 1995 and 1994, the net unfunded
accumulated benefit obligation was $109.2 million and $108.1 million,
respectively, for employees and agents eligible to retire or currently retired
and $42.7 million and $36.9 million, respectively, for participants not eligible
to retire. A Retired Lives Reserve Trust was funded to pay life insurance
premiums for certain retired employees. Trust assets available for benefits were
$22.5 million in 1995.

The expense for 1995, 1994 and 1993 was $22.9 million, $19.8 million and
$23.4 million, respectively. A one percent increase in the annual assumed
increase in medical cost rates would increase the 1995 accumulated
postretirement benefit liability and benefit expense by $8.5 million and $1.4
million, respectively.

4. RELATED PARTY TRANSACTIONS
At the end of 1994, the Company executed two reinsurance agreements with its
subsidiary, MML Pension Insurance Company ("MML Pension"). In the first of these
contracts, the Company assumed all of the single premium immediate annuity
business written by MML Pension through either an assumption provision or a
coinsurance provision. The second contract ceded the Company's group life,
accident and health business to MML Pension. Additionally, a reinsurance
agreement previously in place, ceding all of the Company's single premium
immediate annuity business, was terminated. These contracts were concurrently
executed at the end of business on December 31, 1994 and were accounted for as a
bulk reinsurance transaction. Accordingly, assets were transferred at fair value
and liabilities were transferred at statutory carrying value. These transfers
did not impact the 1994 Statement of Income of either company. The net effect of
these transactions decreased the Company's assets and liabilities by $174.6
million in 1994. During 1995, the gain from operations of this business was
reflected as a $41 million dividend received from the subsidiary which was
recorded as net investment income on the Statement of Income.

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

F-12
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

5. FEDERAL INCOME TAXES (CONTINUED)
The Internal Revenue Service has completed examining the Company's income
tax returns through the year 1989 for Massachusetts Mutual and 1991 for
Connecticut Mutual, and is currently examining Massachusetts Mutual for the
years 1990 through 1992. The Company believes any adjustments resulting from
such examinations will not materially affect its financial statements.

Components of the formula authorized by the Internal Revenue Service for
determining deductible policyholder dividends have not been finalized for 1995
and 1994. The Company records the estimated effects of anticipated revisions in
the Statement of Income.

Massachusetts Mutual and Connecticut Mutual plan to file their 1995 federal
income tax returns on a consolidated basis with their life and non-life
affiliates. The Companies' and their life and non-life affiliates are subject to
a written tax allocation agreement which allocates tax liability in a manner
permitted under Treasury regulations. Generally, the agreement provides that
loss members shall be compensated for the use of their losses and credits by
other members.

Federal tax payments were $175.2 million in 1995 and $291.1 million in 1993.
In 1994, the Company had federal tax refunds of $23.4 million. At December 31,
1995 and 1994, the Company established a liability for federal income taxes of
$338.5 million and $229.9 million, respectively.

6. INVESTMENTS
The Company maintains a diversified investment portfolio. Investment
policies limit concentration in any asset class, geographic region, industry
group, economic characteristic, investment quality or individual investment.

a. BONDS

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

<TABLE>
<CAPTION>
DECEMBER 31, 1995
-------------------------------------------------
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
----------- ---------- ----------- -----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
U. S. Treasury Securities and Obligations of U. S.
Government Corporations and Agencies............... $ 9,391.5 $ 837.0 $ 43.3 $ 10,185.2
Debt Securities issued by Foreign Governments....... 261.9 27.9 0.1 289.7
Mortgage-backed securities.......................... 3,265.4 176.3 9.4 3,432.3
State and local governments......................... 106.0 15.2 0.1 121.1
Industrial securities............................... 9,030.7 762.8 57.8 9,735.7
Utilities........................................... 1,417.6 152.4 2.9 1,567.1
Affiliates.......................................... 152.1 4.4 1.2 155.3
----------- ---------- ----------- -----------
TOTAL............................................. $ 23,625.2 $ 1,976.0 $ 114.8 $ 25,486.4
</TABLE>

F-13
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

6. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31, 1994
------------------------------------------------
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
----------- ---------- ---------- -----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
U. S. Treasury Securities and Obligations of U. S.
Government Corporations and Agencies............... $ 7,362.0 $ 154.4 $ 388.3 $ 7,128.1
Debt Securities issued by Foreign Governments....... 124.5 2.5 7.7 119.3
Mortgage-backed securities.......................... 3,410.5 55.6 176.7 3,289.4
State and local governments......................... 138.2 5.2 6.4 137.0
Industrial securities............................... 10,991.4 230.2 436.3 10,785.3
Utilities........................................... 1,147.2 71.3 30.6 1,187.9
Affiliates.......................................... 124.4 9.7 8.6 125.5
----------- ---------- ---------- -----------
TOTAL............................................. $ 23,298.2 $ 528.9 $ 1,054.6 $ 22,772.5
</TABLE>

The carrying value and estimated fair value of bonds at December 31, 1995 by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.

<TABLE>
<CAPTION>
ESTIMATED
CARRYING FAIR
VALUE VALUE
----------- -----------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less...................................................... $ 2,578.8 $ 2,747.9
Due after one year through five years........................................ 3,625.8 3,824.3
Due after five years through ten years....................................... 5,356.3 5,857.2
Due after ten years.......................................................... 3,858.0 4,410.9
----------- -----------
15,418.9 16,840.3
Mortgage-backed securities, including securities guaranteed by the U.S.
Government.................................................................. 8,206.3 8,646.1
----------- -----------
TOTAL...................................................................... $ 23,625.2 $ 25,486.4
</TABLE>

Proceeds from sales of investments in bonds were $8,068.8 million during
1995, $5,624.1 million during 1994 and $5,543.5 million during 1993. Gross
capital gains of $255.5 million in 1995, $100.3 million in 1994 and $318.4
million in 1993 and gross capital losses of $67.1 million in 1995, $195.8
million in 1994 and $98.4 million in 1993 were realized on those sales, a
portion of which were included in the Interest Maintenance Reserve. The
estimated fair value of non-publicly traded bonds is determined by the Company
using a pricing matrix.

b. STOCKS

Preferred stocks in good standing had fair values of $88.0 million in 1995
and $137.9 million in 1994, using a pricing matrix for non-publicly traded
stocks and quoted market prices for publicly traded stocks. Common stocks,
except for unconsolidated subsidiaries, had a cost of $547.7 million in 1995 and
$273.7 million in 1994.

c. MORTGAGES

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

F-14
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

6. INVESTMENTS (CONTINUED)
The Company acts as mortgage servicing agent and guarantor for $50.1 million
of mortgage loans sold in 1985. As guarantor, the Company is obligated to
advance unpaid principal and interest on any delinquent loans and to repurchase
mortgage loans under certain circumstances including mortgagor default.

d. OTHER

The carrying value of investments which were non-income producing for the
preceding twelve months was $76.9 million and $130.9 million at December 31,
1995 and 1994, respectively. The Company had restructured loans with book values
of $415.0 million, and $543.7 million at December 31, 1995 and 1994,
respectively. The loans typically have been modified to defer a portion of the
contracted interest payments to future periods. Interest deferred to future
periods totaled $3.4 million in 1995, $5.9 million in 1994 and $10.2 million in
1993. The Company made voluntary contributions to the Asset Valuation Reserve of
$52.7 million in 1994 and $51.5 million in 1993 for these restructured loans. No
additional voluntary contribution was made in 1995.

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

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

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

The Company is exposed to credit-related losses in the event of
nonperformance by counterparties to financial instruments. This exposure is
limited to contracts with a positive fair value. The amounts at risk in a net
gain position were $84.9 million and $88.4 million at December 31, 1995 and
1994, respectively. The Company monitors exposure to ensure counterparties are
credit worthy and concentration of exposure is minimized.

The Company enters into financial futures contracts for the purpose of
managing interest rate exposure. The Company's futures contracts are exchange
traded with minimal credit risk. Margin requirements are met with the deposit of
securities. Futures contracts are generally settled with offsetting
transactions. Gains and losses on financial futures contracts are recorded when
the contract is closed and amortized through the Interest Maintenance Reserve
over the remaining life of the underlying asset. As of December 31, 1995, the
Company did not have any open financial futures contracts.

The Company utilizes interest rate swap agreements, options, and purchased
caps and floors to reduce interest rate exposures arising from mismatches
between assets and liabilities and to modify portfolio profiles to manage other
risks identified. Under interest rate swaps, the Company agrees to exchange, at
specified intervals, the difference between fixed and floating interest rates
calculated by reference to an agreed-upon notional principal amount. Net amounts
receivable and payable are accrued as adjustments to interest income and
included in investment and insurance amounts receivable on the Statement of
Financial Position. Gains and losses realized on the termination of contracts

F-15
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

7. PORTFOLIO RISK MANAGEMENT (CONTINUED)
amortized through the Interest Maintenance Reserve over the remaining life of
the associated contract. At December 31, 1995 and 1994, the Company had swaps
with notional amounts of $1,841.8 million and $2,819.2 million, respectively.
The fair values of these instruments were $10.1 million at December 31, 1995 and
$49.6 million at December 31, 1994.

Options grant the purchaser the right to buy or sell a security at a stated
price within a stated period. The Company's option contracts have terms of up to
two years. The amounts paid for options purchased are included in other
investments on the Statement of Financial Position. Gains and losses on these
contracts are recorded at the expiration or termination date and are amortized
through the Interest Maintenance Reserve over the remaining life of the
underlying asset. At December 31, 1995 and 1994, the Company had option
contracts with notional amounts of $1,876.2 million and $2,262.1 million,
respectively. The Company's credit risk exposure was limited to the unamortized
costs of $18.4 million and $24.4 million, which had fair values of $48.1 million
and $10.4 million at December 31, 1995 and 1994, respectively.

Interest rate cap agreements grant the purchaser the right to receive the
excess of a referenced interest rate over a given rate. Interest rate floor
agreements grant the purchaser the right to receive the excess of a given rate
over a referenced interest rate. Amounts paid for interest rate caps and floors
are amortized into interest income over the life of the asset on a straight-line
basis. Unamortized costs are included in other investments on the Statement of
Financial Position. Amounts receivable and payable are accrued as adjustments to
interest income and included in the Statement of Financial Position as
investment and insurance amounts receivable. Gains and losses on these
contracts, including any unamortized cost, are recognized upon termination and
are amortized through the Interest Maintenance Reserve over the remaining life
of the associated cap or floor agreement. At December 31, 1995 and 1994, the
company had agreements with notional amounts of $3,366.3 million and $2,617.0
million, respectively. The Company's credit risk exposure on these agreements is
limited to the unamortized costs of $14.0 million and $12.1 million at December
31, 1995 and 1994, respectively. The fair values of these instruments were $30.8
million and $6.0 million at December 31, 1995 and 1994, respectively.

The Company utilizes asset swap agreements to reduce exposures, such as
currency risk and prepayment risk, built into certain assets acquired.
Cross-currency interest rate swaps allow investment in foreign currencies,
increasing access to additional investment opportunities, while limiting foreign
exchange risk. Notional amounts relating to asset and currency swaps totaled
$323.7 million and $220.0 million at December 31, 1995 and 1994, respectively.
The fair values of these instruments were an unrecognized gain of $4.6 million
at December 31, 1995 and $2.8 million at December 31, 1994.

The Company enters into forward U.S. Treasury commitments for the purpose of
managing interest rate exposure. The Company generally does not take delivery on
forward commitments. These commitments are instead settled with offsetting
transactions. Gains and losses on forward commitments are recorded when the
commitment is closed and amortized through the Interest Maintenance Reserve over
the remaining life of the asset. At December 31, 1995 and 1994, the Company had
U. S. Treasury purchase commitments which will settle during the following year
with contractual amounts of $292.4 million and $1,000.0 million and fair values
of $298.8 million and $989.2 million, respectively.

F-16
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

8. LIQUIDITY
The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1995 are illustrated below:

<TABLE>
<CAPTION>
(IN MILLIONS)
<S> <C> <C>
Total policyholders' reserves and funds and separate account liabilities... $ 44,474.9
Not subject to discretionary withdrawal.................................... (6,640.2)
Policy loans............................................................... (4,518.4)
------------
Subject to discretionary withdrawal...................................... $ 33,316.3
------------
Total invested assets, including separate investment accounts.............. $ 49,184.1
Policy loans and other invested assets..................................... (12,383.0)
------------
Readily marketable investments............................................. $ 36,801.1
------------
</TABLE>

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

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

10. SUBSEQUENT EVENTS
On January 5, 1996, the Company signed a definitive agreement for the sale
of MassMutual Holding Company Two, Inc., a wholly-owned subsidiary, and its
subsidiaries, including MML Pension Insurance Company, which comprises the
Company's group life and health business, to WellPoint Health Networks, Inc. for
$380 million. The closing of the sale is contingent upon approval by regulatory
authorities. Since the transaction is not expected to close until late in the
first quarter of 1996, management has not determined the final gain on the sale.

The following table presents certain financial information as it pertains to
MassMutual Holding Company Two, Inc. and its effects on the Company's financial
statements.

<TABLE>
<CAPTION>
1995 1994
--------- ---------
(IN MILLIONS)
<S> <C> <C>
Other Invested Assets.............................................................. $ 187.8 $ 173.9
Net Gain From Operations........................................................... 41.0 0.0
Unrealized Capital Gain (Loss)..................................................... 13.9 (12.5)
</TABLE>

F-17
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

11. SUBSIDIARIES AND AFFILIATED COMPANIES
Summary of ownership and relationship of the Company and its subsidiaries
and affiliated companies as of December 31, 1995 is illustrated below. The
Company provides management or advisory services to most of these companies.

SUBSIDIARIES
CM Assurance Company
CM Benefit Insurance Company
CM Financial Services, LLC
CM Financial Services Series Fund I, Inc.
CM Investment Accounts, Inc.
CM Life Insurance Company
CM Transnational, S.A.
DHC, Inc.
MML Bay State Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc.
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund

SUBSIDIARIES OF MASSMUTUAL HOLDING COMPANY
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation
MML Investors Services, Inc.
MML Real Estate Corporation (liquidated during 1995)
MML Realty Management Corporation
MML Reinsurance (Bermuda) Ltd.
Mass Seguros De Vida S.A. (Chile)
MassLife Seguros De Vida S.A. (Argentina)
MassMutual/Carlson CBO N.V.
MassMutual Corporate Value Limited
MassMutual International (Bermuda) Limited
Oppenheimer Acquisition Corporation
Westheimer 335 Suites, Inc.

SUBSIDIARIES OF DHC, INC.
CM Advantage Inc.
CM Insurance Services, Inc.
CM International, Inc.
CM Property Management, Inc.
G.R. Phelps & Company, Inc.
State House 1 Corp.
Urban Properties, Inc.

SUBSIDIARIES OF DLB ACQUISITION CORPORATION
Concert Capital Management, Inc.
David L. Babson and Company, Inc.

SUBSIDIARIES OF MASSMUTUAL CORPORATE VALUE LIMITED
MassMutual Corporate Value Partners Limited

F-18
<PAGE>
NOTES TO SUPPLEMENTAL FINANCIAL STATEMENTS (CONTINUED)

11. SUBSIDIARIES AND AFFILIATED COMPANIES (CONTINUED)
SUBSIDIARIES OF MASSMUTUAL HOLDING COMPANY TWO, INC.
MassMutual Holding Company Two MSC, Inc.

SUBSIDIARIES OF MASSMUTUAL HOLDING COMPANY TWO MSC, INC.
Benefit Panel Services, Inc.
MML Pension Insurance Company
MassMutual of Ireland, Limited
National Capital Health Plan, Inc.
National Capital Preferred Provider Organization
Sloans Lake Management Corporation

AFFILIATES
MassMutual Corporate Investors
MassMutual Participation Investors

F-19
<PAGE>

THE SEPARATE ACCOUNT

As of December 31, 1995 the Separate Account had not begun investing in the
Bond Fund (the "Portfolio") of the Oppenheimer Variable Account Funds.
Accordingly, no financial information is included with repsect to the Portfolio.
Information with respect to the Income Portfolio of the Panorama Series Fund,
Inc. (previously named Connecticut Mutual Financial Services Series Fund I,
Inc.) is included notwithstanding the Separate Account's substitution of
investments because the Separate Account invested exclusively in the Income
Portfolio during its most recent fiscal year.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE OWNERS OF ACCUMULATION ANNUITY CONTRACTS
OF CML ACCUMULATION ANNUITY ACCOUNT E:

We have audited the accompanying statement of net assets of CML Accumulation
Annuity Account E (the Account) as of December 31, 1995, and the related
statement of operations for the year then ended and the statements of changes in
net assets for each of the two years in the period then ended. These financial
statements are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CML Accumulation Annuity
Account E as of December 31, 1995, the results of its operations for the year
then ended and the changes in its net assets for each of the two years in the
period then ended, in conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 15, 1996

F-20
<PAGE>
CML ACCUMULATION ANNUITY

ACCOUNT E

STATEMENT OF NET ASSETS

December 31, 1995

<TABLE>
<S> <C>
ASSETS
Investments, at market:
Connecticut Mutual Financial Services Series Fund I, Inc.
Income Portfolio 7,956,235 shares (Cost $9,362,029)......................... $9,802,138
Due from Affiliates.......................................................... 308
Cash......................................................................... 386
----------
TOTAL ASSETS................................................................... 9,802,832
----------
LIABILITIES
Due to affiliates............................................................ 563
----------
NET ASSETS, applicable to:
1,621,178 tax-qualified accumulation units outstanding at $6.024577 per
unit........................................................................ 9,766,912
7,356 non tax-qualified accumulation units outstanding at $4.806617 per
unit........................................................................ 35,357
----------
TOTAL NET ASSETS............................................................... $9,802,269
----------
----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-21
<PAGE>
CML ACCUMULATION ANNUITY

ACCOUNT E

STATEMENT OF OPERATIONS

For the Year Ended
December 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Income:
Dividends.................................................................. $ 610,660
Expenses:
Mortality and expense risk fees............................................ 2,258
----------
NET INVESTMENT INCOME.......................................................... 608,402
----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Realized gain from investment transactions................................... 41,866
----------
Unrealized (depreciation) appreciation on investments
Beginning of year.......................................................... (573,518)
End of year................................................................ 440,109
----------
Net unrealized appreciation during the period.............................. 1,013,627
----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................................ 1,055,493
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $1,663,895
----------
----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-22
<PAGE>
CML ACCUMULATION ANNUITY

ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

For the Years Ended
December 31, 1995 and 1994

<TABLE>
<CAPTION>
1995 1994
-------------- --------------
<S> <C> <C>
FROM OPERATIONS
Net investment income........................................................ $ 608,402 $ 713,120
Net realized gain from investment transactions............................... 41,866 135,179
Net unrealized appreciation (depreciation) during the period................. 1,013,627 (1,271,965)
-------------- --------------
Net increase (decrease) in net assets resulting from operations.............. 1,663,895 (423,666)
-------------- --------------
FROM UNIT TRANSACTIONS
Purchases by contract holders................................................ 50,887 39,429
Less: Sales and administrative expenses and applicable premium taxes....... 4,088 3,178
-------------- --------------
Net purchase payments........................................................ 46,799 36,251
Withdrawals by contract holders.............................................. (1,503,911) (887,879)
-------------- --------------
Net decrease in net assets from unit transactions............................ (1,457,112) (851,628)
-------------- --------------
Net increase (decrease) in net assets........................................ 206,783 (1,275,294)
NET ASSETS
Beginning of year............................................................ 9,595,486 10,870,780
-------------- --------------
End of year.................................................................. $ 9,802,269 $ 9,595,486
-------------- --------------
-------------- --------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-23
<PAGE>
CML ACCUMULATION ANNUITY

ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

December 31, 1995

1. ORGANIZATION:
CML Accumulation Annuity Account E (the Account) is a separate account
within Connecticut Mutual Life Insurance Company (Connecticut Mutual). Although
the Account is an integral part of Connecticut Mutual, it is registered as a
unit investment trust under the Investment Company Act of 1940, as amended. The
assets attributable to contracts participating in the Account are held for the
benefit of the participants and are not chargeable with liabilities arising out
of any other business that Connecticut Mutual may conduct.

The Account is invested exclusively in the Income Portfolio of Connecticut
Mutual Financial Services Series Fund I, Inc. (the Fund). Net purchase payments
are applied to purchase Fund shares at the net asset value determined as of the
end of the valuation period during which the payments were received.

2. SIGNIFICANT ACCOUNTING POLICIES:

(a) Fund Share Transactions--
Fund share transactions are recorded on the trade date. The cost of Fund
shares sold is determined on the basis of identified cost.

(b) Valuation of Investments--
The investment in shares of the Fund is valued at the closing net asset
value per share on December 31, 1995. Valuation of securities of the
Fund is discussed in Note 1 of the Fund's December 31, 1995 Notes to
Financial Statements.

(c) Federal Income Taxes--
The operations of the Account form a part of Connecticut Mutual's total
operations and are not taxed separately. Connecticut Mutual is taxed as
a life insurance company under the life insurance tax provisions of the
Internal Revenue Code of 1986, as amended. The Account will not be taxed
as a regulated investment company under Subchapter M of the Internal
Revenue Code. Accordingly, no provision for income taxes has been
required in the accompanying financial statements.

(d) Annuity Reserves--
Annuity reserves are computed according to the Progressive Annuity Table
at 3 1/2% interest, adjusted for the investment performance of the
Account.

3. CONTRACT CHARGES:
For assuming mortality and expense risks, and any income tax liability which
may be incurred by Connecticut Mutual with regard to non-qualified assets,
Connecticut Mutual makes a daily charge equal to .00006% (.0219% on an annual
basis assuming 365 days per year) and .00116% (.4234% on an annual basis
assuming 365 days per year) of the value of the Account's assets attributable,
respectively, to the tax-qualified and non tax-qualified contracts offered.

4. SUBSEQUENT EVENT:
On September 8, 1995, the Board of Directors of Connecticut Mutual approved
the merger of Connecticut Mutual and Massachusetts Mutual Life Insurance
Company. Thereafter, a definitive agreement was signed by both companies. On
January 27, 1996, Connecticut Mutual and its insurance subsidiary policyholders
and other insureds and annuitants approved the merger. The merger was
subsequently reviewed by the insurance regulatory authorities in Connecticut and
Massachusetts and approved. It is anticipated that the merger will be effective
on March 1, 1996.

F-24
<PAGE>
PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

a. Financial Statements

The following financial statements are included in Part B hereof:

The Registrant

1. Report of Independent Public Accountants.

2. Statement of Net Assets as of December 31, 1995.

3. Statement of Operations for the year ended December 31, 1995.

4. Statements of Changes in Net Assets for the years ended December
31, 1995 and 1994.

5. Notes to Financial Statements.

The Depositor

1. Report of Independent Accountants.

2. Supplemental Statement of Financial Position as of December 31,
1995 and 1994.

3. Supplemental Statement of Income for the Years Ended December 31,
1995, 1994 and 1993.

4. Supplemental Statement of Changes in Policyholders' Contingency
Reserves for the Years Ended December 31, 1995, 1994 and 1993.

5. Supplemental Statement of Cash Flows for the Years Ended December
31, 1995, 1994 and 1993.

6. Notes to Supplemental Financial Statements.

b. Exhibits

1(a).Resolution of the board of directors of Connecticut Mutual Life
Insurance Company ("CML") initially authorizing the establishment
of the registrant.(1)

1(b).Resolution of the CML board of directors authorizing the
reorganization of the registrant into a unit investment trust.(5)

2. Not Applicable.

3(a).Underwriting Agreement between CML and Connecticut Mutual Financial
Services, Inc.(5)

3(b).Underwriting Agreement between CML and Oppenheimer Variable Account
Funds.(9)

3(c).Form of agreements between Connecticut Mutual Financial Services,
Inc. and various selling broker-dealers.(5)

4(a).Individual Deferred Variable Annuity Contract.(2)

4(b).Individual Immediate Variable Annuity Contract.(3)

5. Application form(s).(4)

6(a).Articles of Incorporation of the Company.(7)

6(b).Amended and Restated Bylaws of the Company.(8)

C-1
<PAGE>
7. Not Applicable.

8.(a) Participation Agreement between CML and Connecticut Mutual
Financial Services Series Fund I, Inc.(5)

8.(b) Form of Participation Agreement with Oppenheimer Variable Account
Funds (9)

9. Opinion and Consent of Counsel.(6)

10(a).Consent of Coopers & Lybrand L.L.P. (9)

10(b).Consent of Arthur Andersen LLP. (9)

11. Not Applicable.

12. Not Applicable.

13. Not Applicable.

14. Not Applicable.

15. Powers of Attorney. (9)

(1)Incorporated by reference to Exhibit 1 of Registrant's Form S-5 filed on
August 12, 1975 (File No. 2-54378).

(2)Incorporated by reference to Exhibit (4)(a)(i) of Registrant's Form S-5 filed
on August 12, 1975 (File No. 2-54378).

(3)Incorporated by reference to Exhibit (4)(a)(ii) of Registrant's Form S-5
filed on August 12, 1975 (File No. 2-54378).

(4)Incorporated by reference to Exhibit (4)(a)(iii) of Registrant's Form S-5
filed on August 12, 1975 (File No. 2-54378).

(5)Incorporated by reference to Exhibits 3(a) and 4 of Post-Effective Amendment
No. 16 to Registrant's Form S-6 filed on May 19, 1983 (File No. 2-54378).

(6)Incorporated by reference to Registrant's Initial Registration Statement
(File 333-01357) filed March 1, 1996.

(7)Incorporated by reference to Exhibit 6(a) to Amendment No. 11 to the Form N-4
Registration Statement of Panorama Separate Account (File No. 811-3215)
(March 1, 1996).

(8)Incorporated by reference to Exhibit 6(b) to Amendment No. 11 to the Form N-4
Registration Statement of Panorama Separate Account (File No. 811-3215)
(March 1, 1996).

(9)Filed herewith.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The directors and executive vice presidents of the Company, their positions
and their other business affiliations and business experience for the past two
years are as follows:

DIRECTORS

ROGER G. ACKERMAN, Director and Member, Auditing and Compensation Committees

President, Chief Operating Officer (since 1990) Group President (1987-1990),
Corning Incorporated (manufacturer of specialty materials, communication
equipment and consumer products), Houghton Park, Corning, New York; Director,
The Pittson Company (mining and marketing of coal for electric utility and steel
industries) One Pickwick Plaza, Greenwich, Connecticut; Director (since 1993)
Dow Corning Corporation; Member of Executive Committee, National Association of
Manufacturers.

JAMES R. BIRLE, Director

President of Resolute Partners since 1994. Prior to founding Resolute
Partners, he was General Partner of The Blackstone Group from 1988 to 1994, and
also served as Co-Chairman and Chief Executive Officer of Wickes Companies, Inc.
Mr. Birle was previously Senior Vice President and Group

C-2
<PAGE>
Executive of the General Electric Company. He is also a Director of Drexel, Inc.
and The Connecticut Health and Educational Facilities Authority, and a Trustee
of Villanova University and The Sea Research Foundation.

FRANK C. CARLUCCI, III, Director

Chairman of the Carlyle Group. Mr. Carlucci has had extensive experience in
government service. His past appointments include Secretary of Defense, Deputy
Director of Central Intelligence, Ambassador to Portugal, Under Secretary of the
Department of Health, Education and Welfare and Deputy Director of the Office of
Management and Budget. Mr. Carlucci is also a Director of Ashland Oil, Inc.,
Bell Atlantic Corporation, Kaman Corporation and the Quaker Oats Company.

GENE CHAO, PH.D., Director

Chairman and Chief Executive Officer of Computer Projections, Inc. since
1991. Prior to that time, Dr. Chao served as Chairman and President of Metheus
Corporation and Chairman and Chief Executive Officer of the American Leadership
Forum, a non-profit leadership and community building organization.

PATRICIA DIAZ DENNIS, Director

Senior Vice President and Assistant General Counsel for SBC Communications,
Inc. Previously, Mrs. Dennis was Special Counsel to Sullivan & Cromwell for
communications law matters. President Reagan appointed Mrs. Dennis to serve as a
member of the National Labor Relations Board from 1983 until 1986 and then named
her a Commissioner of the Federal Communications Commission where she served
from 1986 until 1989. In 1992, President Bush appointed Mrs. Dennis Assistant
Secretary of State for Human Rights and Humanitarian Affairs, a position she
held until 1993.

ANTHONY DOWNS, Director and Member, Investment and Dividend Policy
Committees

Senior Fellow (since 1977), Brookings Institution; Director (since 1971)
Pittway Corp.; Director (since 1992), Bedford-Property Investors, Inc.; Director
(since 1992), General Growth Properties, Inc., Director (since 1977) The Urban
Land Institute; Director (since 1986) NAACP Legal and Educational Defense Fund,
Inc.; Director, (since 1991) National Housing Partnership Foundation.

JAMES L. DUNLAP, Director and Member, Compensation and Organization &
Operations Committees

Senior Vice President (since 1987) of Texaco, Inc. (producer of petroleum
products), and President (1987-1994), Texaco USA, 1111 Bagby, Houston, Texas.

WILLIAM B. ELLIS, PH.D., Director

In September 1995, Mr. Ellis joined the Yale University School of Forestry
and Environmental Studies as a senior fellow. He is also the retired Chairman
and Chief Executive Officer of Northeast Utilities ("NU"). Mr. Ellis was
associated with NU since 1976 in various capacities including President, Chief
Operating Officer and Chief Executive Officer. He is also a Director of The
Hartford Steam Boiler Company, the Connecticut Business and Industry
Association, the Connecticut Economic Development Corporation and The Greater
Hartford Chamber of Commerce.

ROBERT M. FUREK, Director

President and Chief Executive Officer of Heublein, Inc. Mr. Furek is also a
Director of Dexter Corporation and a Trustee of Colby College.

CHARLES K. GIFFORD, Director and Member Auditing and Investment Committees

President (since 1989), The First National Bank of Boston, 100 Federal
Street, Boston, Massachusetts; President, Bank of Boston Corporation (bank
holding company), 100 Federal Street, Boston, Massachusetts; Director, Boston
Edison Co.

C-3
<PAGE>
WILLIAM N. GRIGGS, Director, Chairman, Auditing Committee and Member,
Investment Committee

Managing Director (since 1983), Griggs & Santow Inc. (business consultants)
Suite 2509, One World Trade Center, New York, New York; Director (since 1990),
T/SF Communications, Inc. (diversified publishing and communications company).

JAMES G. HARLOW, JR., Director and Member, Dividend Policy and Auditing
Committees

Chairman and President (since 1982), Oklahoma Gas and Electric Company
(electric utility), 321 North Harvey Avenue, Oklahoma City, Oklahoma; Director
(since 1977), Fleming Companies (wholesale food distributors); Director (since
1994), Associated Insurance Services Limited.

GEORGE B. HARVEY, Director

Chairman, President and Chief Executive Officer of Pitney Bowes. Mr. Harvey
is also a Director of Merrill Lynch, McGraw-Hill, Inc. and Stamford Hospital.

BARBARA B. HAUPTFUHRER, Director, Chairman, Compensation Committee and
Member, Organization and Operations Committees

Director and Member, Compensation, Nominating and Audit Committees, (since
1972) The Vanguard Group of Investment Companies including the following:
Windsor Fund, Wellington Fund, Morgan Growth Fund, Wellesley Income Fund, Gemini
Fund, Explorer Fund, Vanguard Municipal Bond Funds, Vanguard Fixed Income
Securities Fund, Vanguard World Fund, Star Fund, Vanguard Ginnie Mae Fund,
Primecap Fund, Vanguard Convertible Securities Fund, Vanguard Quantitative Fund,
Vanguard Index Trust, Trustees Commingled Equity Fund, Trustees Commingled Fund
- -- International, Vanguard Money Market Trust, Windsor II, Vanguard Asset
Allocation Fund and Vanguard Equity Income Fund (principal offices, Drummers
Lane, Valley Forge, Pennsylvania); Director (since 1975), The Great Atlantic and
Pacific Tea Company, Inc. (operator of retail food stores); Director (since
1979), KnightRidder, Inc. (publisher of daily newspapers and operator of cable
television and business information systems); Director, (since 1987), Raytheon
Company, (electronics manufacturer); Director, Alco Standard Corp. (diversified
manufacturer and distributor).

SHELDON B. LUBAR, Director, Chairman/ Organization & Operations Committee
and Member, Investment Committee

Chairman (since 1977), Lubar & Co. Incorporated (investment management and
advisory company) 777 East Wisconsin Avenue, Milwaukee, Wisconsin; Chairman and
Director (since 1986), The Christiana Companies, Inc. (real estate development);
Director, First Wisconsin National Bank and Firstar Corporation (formerly First
Wisconsin Corporation, a bank holding company); Director (since 1982) Grey Wolf
Drilling Co. (contract oil and gas drilling); Marshall Erdman and Associates,
Inc. (design, engineering, and construction firm); SLX Energy, Inc. (oil and gas
exploration); Member, Advisory Committee, Venture Capital Fund, L.P.; Prideco,
Inc. (drill collar manufacturer); and Briggs & Stratton (1989-1994) (small
engine manufacturer); Schwitzer, Inc. (holding company for engine parts
manufacturers); Director (since 1991), Mortgage Guaranty Insurance Corporation;
Director (1986-1991), Milwaukee Insurance Group Inc.; Director (since 1993),
Ameritech.

WILLIAM B. MARX, JR., Director and Member, Dividend Policy and Compensation
Committees

Executive Vice President and CEO (since 1994), AT&T Multimedia Products
Group, Chief Executive Officer (1993-1994), AT&T Network Systems Group
(manufacturer and marketer of network telecommunications equipment), 475 South
Street, Morristown, New Jersey.

JOHN F. MAYPOLE, Director

Managing Partner of the Peach State Real Estate Holding Company and a
consultant to institutional investors and co-owner of family businesses since
1984. He is a Director of Bell Atlantic Corporation, Briggs Industries and the
Igloo Corporation, among others.

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<PAGE>
DONALD F. MCCULLOUGH, Director and Member, Dividend Policy and Auditing
Committees

Retired (since 1988); former Chairman and Chief Executive Officer, Collins &
Aikman Corp. (manufacturer of textile products) 210 Madison Avenue, New York,
New York; Director, Bankers Trust New York Corp. (bank holding company) and
Bankers Trust Company; Melville Corporation (specialty retailer).

JOHN J. PAJAK, Director, Vice-Chairman and Chief Administrative Officer

Executive Vice President -- Operations; Executive Vice President for
Corporate Administration (from 1987-1992) of MassMutual. Prior to 1987, Mr.
Pajak was a Senior Vice President of MassMutual. Mr. Pajak is a member of the
Board of Trustees, the Trustees' Executive Committee and the Academic Affairs
Committee of Western New England College in Springfield, Massachusetts.

BARBARA S. PREISKEL, Director, Chairman, Dividend Policy Committee and
Member, Compensation Committee

Attorney-at-Law (since 1983), The Bar Building, 36 West 44th Street, New
York, New York; Director (since 1975): Textron, Inc. (diversified manufacturing
company); General Electric Company (diversified manufacturer of electrical
products); The Washington Post Company (publisher of daily newspaper); American
Stores Company (operator of supermarkets and drugstores).

DAVID E. SAMS, JR., President, Chief Operating Officer and Director

President and Chief Executive Officer of Connecticut Mutual from 1993 to
1996 and Chairman of the Connecticut Mutual Board from 1994 to 1996. Prior to
that time, Mr. Sams served as President and Chief Executive Officer -- Agency
Group of Providian Corp. (formerly Capital Holding Corporation). Mr. Sams is
also a Director of the United States Chamber of Commerce.

THOMAS B. WHEELER, Chief Executive Officer, Director and Chairman of the
Board, Chairman, Investment Committee and Member, Dividend Policy and
Organization & Operations Committee

Chief Executive Officer and Director of MassMutual; Director, The First
National Bank of Boston and Bank of Boston Corporation (bank holding company);
Massachusetts Capital Resources Company; Chairman and Director (since 1990),
Oppenheimer Acquisition Corp; Two World Trade Center, New York, New York;
Chairman and Director, Concert Capital Management, Inc. (wholly owned subsidiary
of MassMutual Holding Company); Chairman (since 1994), MML Pension Insurance
Company; Director (since 1993), Textron, Inc.

ALFRED M. ZEIEN, Director and Member Organization & Operations and
Compensation Committees

Chairman and Chief Executive Officer (since 1991), President, Chief
Operating Officer and Director (1991) and Vice Chairman (1981-1991), The
Gillette Company (manufacturer of personal care products), Prudential Tower
Building, Boston, Massachusetts; Director, Polaroid Corporation (manufacturer of
photographic products); Raytheon Company (electronics manufacturer); and
Repligen Corporation; Director (since 1991), Bank of Boston Corporation (bank
holding company); Trustee, University Hospital of Boston Massachusetts.

EXECUTIVE OFFICERS (OTHER THAN DIRECTORS)

LAWRENCE V. BURKETT, JR., Executive Vice President and General Counsel

Executive Vice President and General Counsel (since 1993), Senior Vice
President and Deputy General Counsel (1992-1993), Senior Vice President and
Associate General Counsel (1988-1992), Vice President and Associate General
Counsel (1984-1988), MassMutual; Chairman (since 1994), Director (1993-1994),
Vice President -- Law (1993-1994), MML Reinsurance (Bermuda), Ltd.; Director
(since 1993), Sargasso Mutual Insurance Co., Ltd.; Director (since 1993),
MassMutual Holding Company;

C-5
<PAGE>
Director (since 1993), MassMutual of Ireland; Director, Cornerstone Real Estate
Advisers, Inc., Director, MML Pension Insurance Company; Director, MassMutual
Holding Company; Director, MassMutual Holding Company Two, Inc.; Director,
MassMutual Holding Company Two MSC., Inc.

JOHN B. DAVIES, Executive Vice President

Executive Vice President, (since 1994), Associate Executive Vice President
(1994), General Agent (since 1982), MassMutual; Director, Cornerstone Real
Estate Advisers, Inc., MML Investors Services, Inc.; Director, MML Insurance
Agency, Inc.; Director, MML Insurance Agency of Ohio, Inc.; Director, Life
Underwriter Training Council.

DANIEL J. FITZGERALD, Executive Vice President

Executive Vice President (since 1994), Senior Vice President (1991-1994),
MassMutual; Director, Concert Capital Management, Inc.; Director, Cornerstone
Real Estate Advisers, Inc.; Director (since 1994), President (1987-1993), MML
Bay State Life Insurance Company; Director, MML Investors Services Inc.;
Director, MML Pension Insurance Company; Director, MML Real Estate Corporation;
Director, MML Realty Management Corporation; Director (since 1993), Vice
President (since 1994), MassMutual Holding Company; Director and Vice President,
MassMutual Holding Company Two, Inc.; Director and Vice President, MassMutual
Holding Company Two MSC, Inc.; Director, MassMutual of Ireland.

LAWRENCE L. GRYPP, Executive Vice President

Executive Vice President (since 1991), Senior Vice President (1990-1991) and
General Agent (1980-1990) of MassMutual; Chairman (since 1991), MML Investors
Services, Inc. (wholly-owned broker-dealer subsidiary of MassMutual Holding
Company); Director (since 1991), Oppenheimer Acquisition Corp., Two World Trade
Center, New York, New York; Director, Concert Capital Management, Inc.

JAMES E. MILLER, Executive Vice President

Executive Vice President (since 1987), MassMutual; Director (since 1990)
Chairman (since 1994), MassMutual of Ireland Ltd., Knockanrawley, Tipperary
Town, Tipperary County, Ireland; Vice President and Treasurer, Dental Learning
Systems, New York, New York; Director (since 1990), The Ethix Corporation,
Beaverton, Oregon; Director, Benefit Panel Services, Los Angeles, California and
National Capital Preferred Provider Organization, Washington, DC.; Director,
Sloan's Lake Management Corp.; President, Chief Executive Officer and Director
MML Pension Insurance Company.

JOHN M. NAUGHTON, Executive Vice President

Executive Vice President (since 1984), MassMutual; Chairman (since 1995),
Director (since 1991), Springfield Institution for Savings, 1441 Main Street,
Springfield, Massachusetts; Trustee, MassMutual Institutional Funds; Director,
Oppenheimer Acquisition Corp.; Director, Concert Capital Management, Inc.;
Director, Colebrook Group.

JOHN J. PAJAK, Executive Vice President -- Chief Administrative Officer

Executive Vice President (since 1987) MassMutual; Member of the Board of
Directors, MML Pension Insurance Company, MassMutual Holding Company, MassMutual
Holding Company Two, Inc.; MassMutual Holding Company Two MSC, Inc.

GARY E. WENDLANDT, Executive Vice President

Executive Vice President (since 1992) and Chief Investment Officer (since
1993), Senior Vice President of MassMutual; President (since 1983), and Trustee
(since 1986), MassMutual Corporate Investors (closed end investment company);
President and Trustee (since 1988), MassMutual participation Investors; Director
(since 1992), President and Chief Executive Officer (since 1994), Concert
Capital Management, Inc.; Vice Chairman and Trustee (since 1993), MML Series
Investment Fund (open end investment company); Chairman and Chief Executive
Officer, President and Director,

C-6
<PAGE>
MassMutual Holding Company; Director (since 1990), Oppenheimer Acquisition Fund,
Two World Trade Center, New York, New York; Supervisory Director (since 1991),
MassMutual/Carlson CBO N.V. (collateralized bond fund) 6 John Gorsiraweg, P.O.
Box 3889, Willemsted, Curacao, Netherlands Antilles; Director (since 1992),
Merrill Lynch Derivative Products, Inc., World Trade Center, North Tower, New
York, New York; Chairman and Chief Executive Officer, Cornerstone Real Estate
Advisers, Inc.; Chairman (since 1994), Director (since 1993) MML Real Estate
Corporation; Chairman (since 1994), Director (since 1993), MML Realty Management
Corporation; Director, MassMutual Corporate Value Partners, Ltd.; Director,
MassMutual Corporate Value, Ltd.; Chairman and President, MassMutual Holding
Company Two MSC, Inc.; Chairman and Chief Executive Officer, MassMutual
Institutional Funds.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

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

The Registrant may also be deemed to be under common control with the
following separate accounts which are registered as unit investment trusts under
the Investment Company Act of 1940: Massachusetts Mutual Variable Annuity Fund
1, Massachusetts Mutual Variable Annuity Fund 2, Massachusetts Mutual Variable
Annuity Separate Account 1, Massachusetts Mutual Variable Annuity Separate
Account 2, Massachusetts Mutual Variable Annuity Separate Account 3,
Massachusetts Mutual Variable Life Separate Accounts I and II, MML Bay State
Variable Annuity Separate Account 1 and MML Bay State Variable Life Separate
Account I. The Registrant may also be deemed to control MML Series Investment
Fund, a Massachusetts business trust which is registered as an open-end,
diversified, management investment company under the Investment Company Act of
1940. The Registrant may also be deemed to be under common control of the
following separate accounts which are exempt from registration requirements of
the Investment Company Act of 1940: MML Bay State Variable Life Separate Account
II; and MML Bay State Variable Life Separate Account III.

The following corporations and trusts are controlled by MassMutual.

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

2. MassMutual Holding Company Two, Inc., a Massachusetts corporation, all
the stock of which is owned by MassMutual.

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

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

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

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

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

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

9. MML Real Estate Corporation, incorporated in Florida to hold positions
in real estate investments, all the stock of which is owned by MassMutual
Holding Company.

C-7
<PAGE>
10. MML Realty Management Corporation, a property manager incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding Company.

11. MML Reinsurance (Bermuda) Ltd., a property and casualty reinsurer
incorporated in Bermuda, all of the stock of which is owned by MassMutual
Holding Company.

12. MML International (Bermuda) Ltd., a writer of variable life insurance
for overseas markets that was incorporated in Bermuda, all of the stock of which
is owned by MassMutual Holding Company.

13. Oppenheimer Acquisition Corporation is a Delaware corporation ("OAC").
MassMutual Holding Company owns 81.3% of the capital stock of OAC, which serves
as a holding company for Oppenheimer Management Corporation.

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

15. MassMutual Holding Company Two MSC, Inc., a Massachusetts corporation,
all the stock of which is owned by MassMutual Holding Company Two, Inc.

16. MML Pension Insurance Company, a Delaware life and health insurer, all
the stock of which is owned by MassMutual Holding Company Two MSC, Inc.

17. MassMutual of Ireland, Ltd., incorporated in the Republic of Ireland, to
operate a group life and health claim office for MassMutual. MassMutual Holding
Company Two MSC, Inc. owns all of the stock of MassMutual of Ireland, Ltd.

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

19. Centennial Asset Management Corporation, a Delaware Corporation that
serves as the investment adviser and general distributor of the Centennial
Funds. Oppenheimer Management Corporation owns all the stock of Centennial Asset
Management Corporation.

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

21. Main Street Advisers, Inc., a Delaware corporation, all the stock of
which is owned by Oppenheimer Management Corporation.

22. Oppenheimer Funds Distributor, Inc., a registered broker-dealer
incorporated in New York, all the stock of which is owned by Oppenheimer
Management Corporation.

23. Oppenheimer Partnership Holdings, Inc., a Delaware holding company, all
the stock of which is owned by Oppenheimer Management Corporation.

24. Shareholder Financial Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by Oppenheimer Management Corporation.

25. Shareholder Services, Inc., a transfer agent incorporated in Colorado,
all the stock of which is owned by Oppenheimer Management Corporation.

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

27. Concert Capital Management, Inc., a registered investment adviser
incorporated in Massachusetts, all the stock of which is owned by DLB
Acquisition Corporation.

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

C-8
<PAGE>
29. Babson Securities Corporation, a registered broker-dealer incorporated
in Massachusetts, all of the stock of which is owned by David L. Babson and
Company, Incorporated.

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

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

32. MML Insurance Agency of Ohio, Inc., a wholly-owned subsidiary of MML
Insurance Agency Inc., is incorporated in the State of Ohio. The outstanding
capital stock is controlled by MML Insurance Agency, Inc. by means of a voting
trust.

33. MML Insurance Agency of Texas, Inc., a wholly-owned subsidiary of MML
Insurance Agency Inc., is incorporated in the State of Texas. The outstanding
capital stock is controlled by MML Insurance Agency, Inc. by means of a voting
trust.

34. MML Insurance Agency of Nevada, Inc., a Nevada corporation, all of the
stock of which is owned by MML Insurance Agency, Inc.

35. National Capital Preferred Provider Organization, Inc., a Maryland
corporation, of which MassMutual Holding Company Two MSC, Inc. owns 55% of the
outstanding shares of stock.

36. Benefit Panel Services, Inc., a California corporation, of which
MassMutual Holding Company Two MSC, Inc. owns 28% of the outstanding shares of
stock.

37. Tristate, Inc., a Delaware corporation, of which MassMutual Holding
Company Two MSC, Inc. owns 20% of the outstanding shares of stock.

38. Sloan's Lake Management Corp., a Colorado Corporation of which
MassMutual Holding Company Two MSC, Inc. owns 21% of the outstanding shares of
stock.

39. DHC, Inc., a Connecticut corporation incorporated December 27, 1976.
Type of business -- holding company. The Company owns all the stock.

40. CM Advantage, Inc., a Connecticut corporation to act as general partner
in real estate limited partnerships. DHC, Inc. owns all the outstanding stock.

41. CM Assurance Company, incorporated in Connecticut as a life, accident,
disability and health insurer, all of the stock of which is owned by the
Company.

42. CM Benefit Insurance Company, a Connecticut corporation incorporated
April 22, 1986 as CM Pension Insurance Company and renamed CM Benefit Insurance
Company on December 15, 1987. Type of business -- life insurance, endowments,
annuities, accident, disability and health insurance. The Company owns all the
stock.

43. CM Insurance Services, Inc., a Connecticut corporation incorporated July
20, 1981 as DIVERSIFIED INSURANCE SERVICES OF AMERICA, INC. and renamed as CM
Insurance Services, Inc. on June 23, 1992. Type of business -- the sale of,
solicitation for, or procurement or making of insurance or annuity contracts and
any other type of contract sold by insurance companies. DHC, Inc. owns all the
issued and outstanding stock.

44. CM Insurance Services, Inc. (Arkansas), an Arkansas corporation
incorporated January 11, 1982 as Diversified Insurance Services Agency of
America and renamed CM Insurance Services, Inc. on October 19, 1992. Type of
business -- the sale of, solicitation for, or procurement or making of insurance
or annuity contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding common stock.

45. CM Insurance Services, Inc. (Texas), a Texas corporation incorporated
April 16, 1982 and renamed CM Insurance Services, Inc. Type of business -- the
sale of, solicitation for, or procurement

C-9
<PAGE>
or making of insurance or annuity contracts and any other type of contract sold
by insurance companies. CM Insurance Services, Inc. controls 100 shares (100%)
of the issued and outstanding common stock through a voting trust.

46. CM International, Inc., a Delaware corporation incorporated July 25,
1985. Type of business -- holding a mortgage pool and issuance of collateralized
mortgage obligations. DHC, Inc. owns all the outstanding stock.

47. MML Distributors LLC, a Connecticut limited liability company formed
November 10, 1994. It is a registered broker-dealer. The Company has a 99%
ownership interest and CM Strategic Ventures, Inc. has a 1% ownership interest.

48. C. M. Life Insurance Company, a Connecticut corporation incorporated
April 25, 1980. Its business is the sale of life insurance, endowments,
annuities, accident, disability and accident and health insurance. The Company
owns all the common stock.

49. CM Property Management, Inc., a Connecticut corporation incorporated
December 27, 1976 as URBCO, Inc., and renamed CM Property Management, Inc. on
October 7, 1991. Type of business -- Real estate holding company. DHC, Inc. owns
all the stock.

50. CM Strategic Ventures, Inc., a Connecticut corporation incorporated
October 26, 1987. It acts as general partner in limited partnerships. All
outstanding stock is held by G.R. Phelps & Co., Inc.

51. CM Transnational, S.A., a Luxembourg corporation incorporated July 8,
1987. Type of business -- life insurance endowments and annuity contracts. The
Company owns 99.7% and DHC, Inc. owns the remaining 0.3% of outstanding stock.

52. CML Investments I Corp., a Delaware corporation incorporated December
26, 1991. This Company is organized to authorize, co-issue, sell and deliver
jointly with CML Investments I L.P. bonds, notes or other obligations secured by
primarily non-investment grade corporate debt obligations and other collateral.
CML Investments I L.P. owns all of the outstanding stock (State House I Corp. is
the General Partner of CML Investments I L.P.).

53. Diversified Insurance Services Agency of America, Inc. (DISA Ohio), an
Ohio corporation incorporated March 18, 1982. Type of business -- the sale of,
solicitation for, or procurement or making of insurance or annuity contracts and
any other type of contract sold by insurance companies. CM Insurance Services,
Inc. holds 100 shares (100%) of the issued and outstanding Class B (non-voting)
common. In addition, it controls 1 share (100%) of the issued and outstanding
Class A (voting) common through a voting trust.

54. Diversified Insurance Services Agency of America, Inc. (DISA
Massachusetts), a Massachusetts corporation incorporated March 18, 1982. Type of
business -- the sale of, solicitation for, or procurement or making of insurance
or annuity contracts and any other type of contract sold by insurance companies.
CM Insurance Services, Inc. owns all of the issued and outstanding stock.

55. Diversified Insurance Services Agency of America, Inc. (DISA Alabama),
an Alabama corporation incorporated January 21, 1982. Type of business -- the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies. CM
Insurance Services, Inc. owns all of the issued and outstanding stock.

56. Diversified Insurance Services Agency of America, Inc. (DISA New York),
a New York corporation incorporated January 20, 1982. Type of business -- the
sale of, solicitation for, or procurement or making of insurance or annuity
contracts and any other type of contract sold by insurance companies. CM
Insurance Services, Inc. owns all of the issued and outstanding common stock.

57. Diversified Insurances Services Agency of America, Inc. (DISA Hawaii), a
Hawaii corporation incorporated January 13, 1982. Type of business -- the sale
of, solicitation for, or procurement or making of insurance or annuity contracts
and any other type of contract sold by insurance companies. CM Insurance
Services, Inc. owns all of the issued and outstanding common stock.

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<PAGE>

58. G. R. Phelps & Co., Inc., a Connecticut corporation incorporated
December 27, 1976 as AGCO, Inc., renamed Connecticut Mutual Financial Services,
Inc. on February 10, 1981, renamed again to G. R. Phelps & Co. on May 31, 1989.
Type of business -- broker/dealer and investment adviser. DHC, Inc. owns all the
outstanding stock.

59. State House I Corporation, a Delaware corporation incorporated December
26, 1991. This Company is organized to (a) act as a general partner of CML
Investments I L.P. which will authorize, issue, sell and deliver, both by itself
and jointly with CML Investments I Corp. bonds, notes or other obligations
secured by primarily non-investment grade corporate debt obligations; (b) to act
as general partner of State House I L.P. which will hold a limited partnership
interest in CML Investments I L.P. DHC, Inc. owns all of the outstanding stock.

60. Sunriver Properties, Inc. -- Shell Corporation, an Oregon corporation
incorporated February 8, 1965. It is not actively engaged in any business.
However, its name is a valuable asset which is associated with a development
project in which CML has a substantial interest. The Company owns all the
outstanding stock.

61. Urban Properties, Inc., a Delaware corporation incorporated March 30,
1970. Type of business -- general partner in limited partnerships, real estate
holding and development company. DHC, Inc. owns all the outstanding stock.

ITEM 27. NUMBER OF CONTRACT OWNERS

As of April 1,1996, there were 803 Contract Owners of the Qualified Plan and
53 Contract Owners of the Non-Qualified Plan.

ITEM 28. INDEMNIFICATION

Article V of the Bylaws of the Company provides that:

Subject to the limitations of Massachusetts law, the Company shall
indemnify: (a) each director, officer or employee; (b) any individual
who serves as a director, board member, committee member, officer or
employee of any organization or any separate account; or (c) any
individual who serves in any capacity with respect to any employee
benefit plan, from and against all loss, liability and expense imposed
upon or incurred by such person in connection with any action, claim or
proceeding of any nature whatsoever, in which such person may be
involved or with which he or she may be threatened, by reason of any
alleged act, omission or otherwise while serving in any such capacity.
Indemnification shall be provided although the person no longer serves
in such capacity and shall include protection for the person's heirs and
legal representatives.

Indemnities hereunder shall include, but not be limited to, all costs
and reasonable counsel fees, fines, penalties, judgments or awards or
any kind, and the amount of reasonable settlements, whether or not
payable to the Company or to any of the other entities described in the
preceding paragraph, or to the policyholders or security holders
thereof.

Notwithstanding the foregoing, no indemnification shall be provided with
respect to:

(a) any matter as to which the person shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the
Company or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan;

(b) any liability to any entity which is registered as an investment
company under the federal Investment Company Act of 1940 or to the
security holders thereof, where the basis for such liability is
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office; and

C-11
<PAGE>
(c) any action, claim or proceeding voluntarily initiated by any person
seeking indemnification, unless such action, claim or proceeding
had been authorized by the Board of Directors or unless such
person's indemnification is awarded by vote of the Board of
Directors.

In any matter disposed of by settlement or in the event of an adjudication
which in the opinion of the General Counsel or his delegate does not make a
sufficient determination of conduct which could preclude or permit
indemnification in accordance with the preceding paragraphs (a), (b) and
(c), the person shall be entitled to indemnification unless, as determined
by the majority of the disinterested directors or in the opinion of counsel
(who may be an officer of the Company or outside counsel employed by the
Company), such person's conduct was such as precludes indemnification under
any such paragraphs.

The Company may at its option indemnify for expenses incurred in connection
with any action or proceeding in advance of its final disposition, upon
receipt of a satisfactory undertaking for repayment if it be subsequently
determined that the person thus indemnified is not entitled to
indemnification under Article V.

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

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Not Applicable.

(b) Not Applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The Company at 1295 State Street, Springfield, MA 01111 or at 140 Garden
Street, Hartford, CT 06154, has possession of the accounts, books or documents
of the Separate Account required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the rules promulgated thereunder.

ITEM 31. MANAGEMENT SERVICES

Not Applicable.

ITEM 32. UNDERTAKINGS

(a) Not Applicable.

(b) The registrant undertakes that it will include a post card or similar
written communication affixed to or included in the prospectus that the
applicant can remove and send to the Company for a statement of additional
information.

(c) The registrant undertakes to deliver any statement of additional
information and any financial statements required to be made available under
this Form N-4 promptly upon written or oral request to the Company at the
address or phone number listed in the prospectus.

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<PAGE>
(d) The Company represents that in connection with its offering of the
contracts as funding vehicles for retirement plans meeting the requirements of
Section 403(b) of the Internal Revenue Code of 1986, it is relying on a
no-action letter dated November 28, 1988, to the American Council of Life
Insurance (Ref. No. IP-6-88) regarding Sections 22(e), 27(c)(1), and 27(d) of
the Investment Company Act of 1940, and that paragraphs numbered (1) through (4)
of that letter will be complied with.

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<PAGE>

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant has caused this registration statement to be signed on its
behalf, in the City of Springfield and the Commonwealth of Massachusetts, on
this 29th day of April, 1996.

CML VARIABLE ANNUITY ACCOUNT E
(Registrant)

By:
-----------------------------------
Thomas B. Wheeler*, CHIEF EXECUTIVE
OFFICER
Massachusetts Mutual Life Insurance
Company

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
(Depositor)

By:
-----------------------------------
Thomas B. Wheeler, *CHIEF EXECUTIVE
OFFICER
Massachusetts Mutual Life Insurance
Company

<TABLE>
<S> <C>
/s/ RICHARD M. HOWE On April 29, 1996, as Attorney-in-Fact
------------------------------------------ pursuant to powers of attorney previously
*Richard M. Howe filed.
</TABLE>

As required by the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the duties
indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------

Chief Executive Officer
- ----------------------------------- and April 29, 1996
Thomas B. Wheeler* Chairman of the Board

Executive Vice President,
Chief Financial Officer
- ----------------------------------- & April 29, 1996
Daniel J. Fitzgerald* Chief Accounting Officer

- ----------------------------------- Director April 29, 1996
Roger G. Ackerman*

- ----------------------------------- Director April 29, 1996
James R. Birle*

- ----------------------------------- Director April 29, 1996
Frank C. Carlucci, III*
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------

<C> <S> <C>
- ----------------------------------- Director April 29, 1996
Gene Chao, Ph.D.*

- ----------------------------------- Director April 29, 1996
Patricia Diaz Dennis*

- ----------------------------------- Director April 29, 1996
Anthony Downs*

- ----------------------------------- Director April 29, 1996
James L. Dunlap*

- ----------------------------------- Director April 29, 1996
William B. Ellis, Ph.D.*

- ----------------------------------- Director April 29, 1996
Robert M. Furek*

- ----------------------------------- Director April 29, 1996
Charles K. Gifford*

- ----------------------------------- Director April 29, 1996
William N. Griggs*

- ----------------------------------- Director April 29, 1996
James G. Harlow, Jr.*

- ----------------------------------- Director April 29, 1996
George B. Harvey*

- ----------------------------------- Director April 29, 1996
Barbara B. Hauptfuhrer

- ----------------------------------- Director April 29, 1996
Sheldon B. Lubar*
</TABLE>

C-15
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------

<C> <S> <C>
- ----------------------------------- Director April 29, 1996
William B. Marx, Jr.*

- ----------------------------------- Director April 29, 1996
John F. Maypole*

- ----------------------------------- Director April 29, 1996
Donald F. McCullough*

- ----------------------------------- Director April 29, 1996
John J. Pajak*

- ----------------------------------- Director April 29, 1996
Barbara S. Preiskel*

- ----------------------------------- Director April 29, 1996
David E. Sams, Jr.*

- ----------------------------------- Director April 29, 1996
Alfred M. Zeien*

/s/ RICHARD M. HOWE On April 29, 1996, as Attorney-in-Fact
- ----------------------------------- pursuant to powers of attorney previously
*Richard M. Howe filed.
</TABLE>

C-16
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT PAGE
- --------- -----
<S> <C> <C>
8(b). Form of Participation Agreement with Oppenheimer Variable Account Funds
10(a). Consent of Coopers & Lybrand L.L.P.
10(b). Consent of Arthur Andersen LLP
15. Powers of Attorney
</TABLE>

<PAGE>

EXHIBIT 8(b)

PARTICIPATION AGREEMENT

Among

OPPENHEIMER VARIABLE ACCOUNT FUNDS,

OPPENHEIMERFUNDS, INC.

and

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

THIS AGREEMENT (the "Agreement"), made and entered into as of the 12th
day of January, 1996 by and among Massachusetts Mutual Life Insurance Company
(hereinafter the "Company"), on its own behalf and on behalf of CML
Accumulation Annuity E, Panorama Separate Account, and Connecticut Mutual
Variable Life Separate Account I (hereinafter collectively the "Accounts"),
Oppenheimer Variable Account Funds (hereinafter the "Fund") and
OppenheimerFunds, Inc. (hereinafter the "Adviser").

WHEREAS, the Fund is an open-end management investment company and is
available to act as the investment vehicle for separate accounts now in
existence or to be established at any date hereafter for variable life
insurance policies and variable annuity contracts (collectively, the
"Variable Insurance Products") offered by insurance companies (hereinafter
"Participating Insurance Company");

WHEREAS, the beneficial interest in the Fund is divided into several
series of shares, each designated a "Portfolio", and each representing the
interests in a particular managed pool of securities and other assets;

WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated July 16, 1986 (File No. 812-6324) granting Participating
Insurance Company and variable annuity and variable life insurance separate
accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and
15(b) of the Investment Company Act of 1940, as amended, (hereinafter the
"1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the
extent

<PAGE>

necessary to permit shares of the Fund to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding
Exemptive Order")

WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act");

WHEREAS, the Adviser is duly registered as an investment adviser under
the federal Investment Advisers Act of 1940;

WHEREAS, the Company has registered or will register certain variable
annuity and/or life insurance contracts under the 1933 Act (hereinafter
"Contracts");

WHEREAS, the Accounts are or will be duly organized, validly existing
segregated asset accounts, established by resolution of the Board of
Directors of the Company, to set aside and invest assets attributable to the
aforesaid variable contracts (the Contract(s) and the Account(s) covered by
the Agreement are specified in Schedule B attached hereto, as may be modified
by mutual consent from time to time);

WHEREAS, the Company have registered or will register the Accounts as
unit investment trusts under the 1940 Act;

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intend to purchase shares in the Portfolios (the
Portfolios covered by this Agreement are specified in Schedule A attached
hereto as may be modified by mutual consent from time to time), on behalf of
the Accounts (which are also described on Schedule A, as may be modified by
mutual consent from time to time) to fund the Contracts and the Fund is
authorized to sell such shares to unit investment trusts such as the Accounts
at net asset value; and

-2-

<PAGE>

NOW, THEREFORE, in consideration of their mutual promises, the Fund, the
Adviser and the Company agree as follows:

ARTICLE I. SALE OF FUND SHARES

1.1 The Fund agrees that shares of the Fund will be sold only to Variable
Insurance Products.

1.2. The Company shall not permit any person other than a Contract Holder
or such Contract Holder's duly authorized representative to give instructions
to the Company which would require the Company to redeem or exchange shares
of the Fund.

ARTICLE II. SALES MATERIAL, PROSPECTUSES AND OTHER REPORTS

2.1. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or the Adviser is named, at least ten Business
Days prior to its use. No such material shall be used if the Fund or its
designee reasonably object to such use within ten Business Days after receipt
of such material. "Business Day" shall mean any day in which the New York
Stock Exchange is open for trading and in which the Fund calculates its net
asset value pursuant to the rules of the Securities and Exchange Commission.

2.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the
Fund, or in sale literature or other promotional material approved by the
Fund or its designee, except with the permission of the Fund.

2.3. For purposes of this Article II, the phrase "sales literature or
other promotional material" means advertisements (such as material published,
or designed for use in, a newspaper,

-3-

<PAGE>

magazine, or other periodical, radio, television, telephone or tape
recording, videotape display, signs or billboard or electronic media), and
sales literature (such as brochures, circulars, market letters and form
letters), distributed or made generally available to customers or the public.

2.4. The Fund shall provide a copy of its current prospectus within a
reasonable period of its filing date, and provide other assistance as is
reasonably necessary in order for the Company once each year (or more
frequently if the prospectus for the Fund is supplemented or amended) to have
the prospectus for the Contracts and the Fund's prospectus printed together
in one document (such printing to be at the Company's expense). The Adviser
shall be permitted to review and approve the typeset form of the Fund's
Prospectus prior to such printing.

2.5. The Fund or the Adviser shall provide the Company with either: (i) a
copy of the Fund's proxy material, reports to shareholders, other information
relating to the Fund necessary to prepare financial reports, and other
communications to shareholders for printing and distribution to Contract
owners at the Company's expense, or (ii) camera ready and/or printed copies,
if appropriate, of such material for distribution to Contract owners at the
Company' expense, within a reasonable period of the filing date for
definitive copies of such material. The Adviser shall be permitted to review
and approve the typeset form of such proxy material and shareholder reports
prior to such printing provided such materials have been provided within a
reasonable period.

ARTICLE III. FEES AND EXPENSES

3.1. The Fund and Adviser shall pay no fee or other compensation to the
Company under this agreement, and the Company shall pay no fee or other
compensation to the Fund or Adviser, except as provided herein.

3.2. All expenses incident to performance by each party of its respective
duties under this Agreement shall be paid by that party. The Fund shall see
to it that all its shares are registered and authorized for issuance in
accordance with applicable federal law and, if and to the

-4-

<PAGE>

extent advisable by the Fund, in accordance with applicable state laws prior
to their sale. The Fund shall bear the expenses for the cost of registration
and qualification of the Fund's shares, preparation and filing of the Fund's
prospectus and registration statement, proxy materials and reports, and the
preparation of all statements and notices required by any federal or state
law.

3.3. The Company shall bear the expenses of typesetting, printing and
distributing the Fund's prospectus, proxy materials and reports to owners of
Contracts issued by the Company.

3.4. In the event the Fund adds one or more additional Portfolios and the
parties desire to make such Portfolios available to the respective Contract
owners as an underlying investment medium, a new Schedule A or an amendment
to this Agreement shall be executed by the parties authorizing the issuance
of shares of the new Portfolios to the particular Account. The amendment may
also provide for the sharing of expenses for the establishment of new
Portfolios among Participating Insurance Company desiring to invest in such
Portfolios and the provision of funds as the initial investment in the new
Portfolios.

ARTICLE IV. POTENTIAL CONFLICTS

4.1. The Board of Trustees of the Fund (the "Board") will monitor the
Fund for the existence of any material irreconcilable conflict between the
interests of the Contract owners of all separate accounts investing in the
Fund. An irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance regulatory
authority; (b) a change in applicable federal or state insurance, tax, or
securities laws or regulations, or a public ruling, private letter ruling,
no-action or interpretative letter, or any similar action by insurance, tax,
or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments
of any Portfolio are being managed; (e) a difference in voting instructions
given by variable annuity contract and variable life insurance contract
owners; or (f) a decision by an insurer

-5-

<PAGE>

to disregard the voting instructions of Contract owners. The Board shall
promptly inform the Company if it determines that an irreconcilable material
conflict exists and the implications thereof.

4.2. The Company will each report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in
carrying out its responsibilities in monitoring such conflicts by providing
the Board in a timely manner with all information reasonably necessary for
the Board to consider any issues raised. This includes, but is not limited
to, an obligation by the Company to inform the Board whenever Contract owner
voting instructions are disregarded and by confirming in writing, at the
Fund's request, that the Company are unaware of any such potential or
existing material irreconcilable conflicts.

4.3. If it is determined by a majority of the Board, or a majority of its
disinterested Trustees, that a material irreconcilable conflict exists, the
Company shall, at their expense and to the extent reasonably practicable (as
determined by a majority of the disinterested trustees), take whatever steps
are necessary to remedy or eliminate the irreconcilable material conflict, up
to and including: (1) withdrawing the assets allocable to some or all of the
separate accounts from the Fund or any Portfolio and reinvesting such assets
in a different investment medium, including (but not limited to) another
Portfolio of the Fund, or submitting the question whether such segregation
should be implemented to a vote of all affected Contract owners and, as
appropriate, segregating the assets of any appropriate group (i.e., annuity
contract owners, life insurance contract owners, or variable contract owners
of one or more Participating Insurance Company) that votes in favor of such
segregation, or offering to the affected Contract owners the option of making
such a change; and (2) establishing a new registered management investment
company or managed separate account.

4.4. If a material irreconcilable conflict arises because of a decision by
the Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to

-6-

<PAGE>

withdraw the Account's investment in the Fund and terminate this Agreement;
provided, however, that such withdrawal and termination shall be limited to
the extent required by the foregoing material irreconcilable conflict as
determined by a majority of the disinterested members of the Board. Any such
withdrawal and termination must take place within six (6) months after the
Fund gives written notice that this provision is being implemented, and until
the end of the six month period the Fund shall continue to accept and
implement orders by the Company for the purchase and redemption of shares of
the Fund.

4.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
Account's investment in the Fund and terminate this Agreement within six
months after the Board informs the Company in writing that it has determined
that such decision has created an irreconcilable material conflict; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Until the end of the
foregoing six month period, the Fund shall continue to accept and implement
orders by the Company for the purchase and redemption of shares of the Fund,
subject to applicable regulatory limitation.

4.6. For purposes of Sections 4.3 through 4.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether
any proposed action adequately remedies any irreconcilable material conflict,
but in no event will the Fund be required to establish a new funding medium
for the Contracts. The Company shall not be required by Section 4.3 to
establish a new funding medium for Contracts if an offer to do so has been
declined by vote of a majority of Contract owners materially adversely
affected by the irreconcilable material conflict. In the event that the
Board determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then the Company will withdraw the
particular Account's investment in the Fund and terminate this

-7-

<PAGE>

Agreement within six (6) months after the Board informs the Company in
writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any
such material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

ARTICLE V. APPLICABLE LAW

5.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of New York.

5.2. This Agreement shall be subject to the provisions of the 1933, 1934
and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
Securities and Exchange Commission may grant (including, but not limited to,
the Shared Funding Exemptive Order) and the terms hereof shall be interpreted
and construed in accordance therewith.

ARTICLE VI. TERMINATION

6.1 This Agreement shall terminate with respect to some or all Portfolios:

(a) at the option of any party upon six month's advance written
notice to the other parties;

(b) at the option of the Company to the extent that shares of
Portfolios are not reasonably available to meet the requirements of its
Contracts or are not appropriate funding vehicles for the Contracts, as
determined by the Company reasonably and in good faith. Prompt notice of the
election to terminate for such cause and an explanation of such cause shall
be furnished by the Company; or

(c)as provided in Article IV

-8-

<PAGE>

6.2. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 6.1(a) may be exercised for
cause or for no cause.

ARTICLE VII. NOTICES

Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify to
the other party.

If to the Fund:

Oppenheimer Variable Account Funds
c/o OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: Legal Department

If to the Adviser:

OppenheimerFunds, Inc.
2 World Trade Center
New York, NY 10048-0203
Attn: General Counsel

If to the Company:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn: Legal Department

ARTICLE VIII. MISCELLANEOUS

8.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and
addresses of the owners of the Contracts and all information reasonably
identified as confidential in writing by any other party hereto and, except
as permitted by this Agreement, shall not disclose, disseminate or utilize
such names and addresses and

-9-

<PAGE>

other confidential information without the express written consent of the
affected party until such time as it may come into the public domain.

8.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.

8.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

8.4. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

8.5. Each party hereto shall cooperate with, and promptly notify each
other party and all appropriate governmental authorities (including without
limitation the Securities and Exchange Commission, the NASD and state
insurance regulators) and shall permit such authorities reasonable access to
its books and records in connection with any investigation or inquiry
relating to this Agreement or the transactions contemplated hereby.

8.6. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.

8.7. It is understood by the parties that this Agreement is not an
exclusive arrangement in any respect.

8.8. The Company and the Adviser each understand and agree that the
obligations of the Fund under this Agreement are not binding upon any
shareholder of the Fund personally, but bind only the Fund and the Fund's
property; the Company and the Adviser each represent that it has notice of
the provisions of the Declaration of Trust of the Fund disclaiming
shareholder liability for acts or obligations of the Fund.

-10-

<PAGE>

8.9. The parties agree that the Company may, on behalf of their
respective Accounts and Contracts listed in Exhibits A and B, elect to make
additional Portfolios available to Accounts upon the approval of the Adviser
and the provision of reasonable notice to the Adviser. Any Portfolio so
added will be subject to all of the terms and conditions of this Agreement.

-11-

<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed as of the date specified
below.

MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY
By its authorized officer,

________________________________
By:

________________________________
Title:

________________________________
Date:

OPPENHEIMER VARIABLE ACCOUNT
FUNDS

By its authorized officer,

________________________________
By: Robert G. Zack

Title: Assistant Secretary
--------------------

________________________________
Date:

OPPENHEIMERFUNDS, INC.

By its authorized officer,

________________________________
By: Mitchell J. Lindauer

Title: Vice President
----------------

________________________________
Date:

-12-

<PAGE>

SCHEDULE A

Portfolios of Oppenheimer Variable Account Funds:

Oppenheimer Money Fund

Oppenheimer Bond Fund

-13-

<PAGE>

SCHEDULE B

CML Accumulation Annuity Account E

Connecticut Mutual Variable Life Separate Account I

Panorama Separate Account

-14-

<PAGE>

EXHIBIT 10(a)

[Coopers & Lybrand Letterhead]

CONSENT OF INDEPENDENT ACCOUNTANTS

To The Board of Directors of
Massachusetts Mutual Life Insurance Company

We consent to the inclusion in the Post-Effective Amendment No. 1 to the
Registration Statement of CML Accumulation Annuity Account E on Form N-4
(Registration No. 333-01357), of our report dated March 1, 1996 on our audits
of the supplemental financial statements of Massachusetts Mutual Life
Insurance Company, which, as more fully described in our report, give
retroactive effect to the merger of Massachusetts Mutual Life Insurance
Company and Connecticut Mutual Life Insurance Company, and which includes an
explanatory paragraph relating to the pending sale of a wholly-owned
insurance subsidiary. We also consent to the reference to our Firm under the
caption "Experts" in the Statement of Additional Information.

/s/ Coopers & Lybrand L.L.P.

Springfield, Massachusetts

April 26, 1996

<PAGE>

EXHIBIT 10(b)

[Arthur Andersen LLP Letterhead]

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this Registration Statement (Registration Statement File No. 333-01357) for
CML Accumulation Annuity Account E of Massachusetts Mutual Life Insurance
Company.

/s/ Arthur Andersen LLP

Hartford, Connecticut

April 26, 1996