PANORAMA SEPARATE ACCOUNT, 485BPOS, 1997-04-25

PANORAMA SEPARATE ACCOUNT
485BPOS, 1997-04-25

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<PAGE>

Registration No. 2-73050

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. 2 / X /
---

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940

Amendment No. 13 / X /
---

(Check appropriate box or boxes.)

PANORAMA SEPARATE ACCOUNT
(Exact Name of Registrant)

Massachusetts Mutual Life Insurance Company
-------------------------------------------
(Name of Depositor)

1295 State Street, Springfield, Massachusetts 01111
-----------------------------------------------------
(Address of Depositor's Principal Executive Offices)

1-800-234-5606
Depositor's Telephone Number, including Area Code

Thomas F. English, Esquire
--------------------------
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
(Name and Address of Agent for Service)

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) of Rule 485.
---

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

/ X / on May 1, 1997 pursuant to paragraph (b) of Rule 485.
---

STATEMENT PURSUANT TO RULE 24f-2

The Registrant has registered an indefinite number or amount of its variable
annuity contracts under the Securities Act of 1933 pursuant to Rule 24f-2 under
the Investment Company Act of 1940. The Rule 24f-2 Notice for Registrant's
fiscal year ended December 31, 1996 was filed on or about February 28, 1997.

1
<PAGE>

CROSS REFERENCE TO ITEMS
REQUIRED BY FORM N-4

N-4 Item Caption in Prospectus
- - -------- ---------------------
<S> <C>

1.................................. Cover Page

2.................................. Definitions

3.................................. Fee Table

4.................................. Condensed Financial
Information; Performance
Measures

5.................................. MassMutual and the Separate
Account

6.................................. Contract Charges;
Distribution

7.................................. Miscellaneous Provisions;
An Explanation of the
Contracts; Reservation of
Rights; Contract Owner's Voting Rights

8.................................. The Annuity (Pay-Out)
Period

9.................................. The Death Benefit

10................................. The Accumulation (Pay-In)
Period; Distribution

11................................. Right to Return Contract;
Redemption Privilege

12................................. Federal Tax Status

13................................. None

14................................. Additional Information
</TABLE>

2
<PAGE>

Caption in Statement of
Additional Information
----------------------
<S> <C>
15................................. Cover Page

16................................. Table of Contents

17................................. General Information

18................................. Underwriting Arrangements

19................................. Performance Measures

20................................. Contract Value Calculations

21................................. Reports of Independent
Accountants and Financial
Statements
</TABLE>

3
<PAGE>

PANORAMA SEPARATE ACCOUNT
Individual Deferred and Immediate
Variable Annuity Contracts Issued by
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 State Street, Springfield, Massachusetts
1-800-234-5606
ANNUITY SERVICE CENTER
P.O. Box 13217
Kansas City, Missouri 64199
1-800-343-5629

___________

May 1, 1997

Qualified and Non-Qualified Annuity Plans

This Prospectus sets forth concise information about the Panorama Separate
Account (the "Account") that a prospective investor should know before
investing. Four Portfolios, each with a distinct investment objective, are
available. The Money Market and Income Sub-Accounts invest in the Oppenheimer
Variable Account Funds Money and Bond Portfolios respectively. The Total Return
and Growth Sub-Accounts invest in the Panorama Fund Total Return and and Growth
Portfolios, respectively. A Statement of Additional Information concerning the
Account has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. It may be obtained without charge either by a
written request addressed to the Account at the above address, or by calling
1-800-234-5606, and asking for the Panorama Separate Account's Statement of
Additional Information dated May 1, 1997.

-----------

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE OPPENHEIMER
VARIABLE ACCOUNT FUNDS AND THE PANORAMA SERIES FUND, INC. WHICH CONTAIN FULL
DESCRIPTIONS OF THE RESPECTIVE FUND. THIS PROSPECTUS SHOULD BE READ AND RETAINED
FOR FUTURE REFERENCE.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

-----------

THE CONTRACTS DESCRIBED IN THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF,
OR GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

1
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
DEFINITIONS....................................................................................................... 4
SUMMARY........................................................................................................... 5
PANORAMA FEE TABLE
Immediate Contracts.............................................................................................. 7
PANORAMA FEE TABLE
Deferred Contracts............................................................................................... 8
PANORAMA SEPARATE ACCOUNT OF MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY.......................................... 9
CONDENSED FINANCIAL INFORMATION
THE CONTRACTS AND THE PANORAMA SEPARATE ACCOUNT................................................................... 10
What are the Panorama contracts?................................................................................. 10
Who can buy these contracts?..................................................................................... 11
Are there special considerations if I purchase a contract in connection with an IRA?............................. 11
What is the Panorama Separate Account and how does it operate?................................................... 11
May I transfer assets among subaccounts?......................................................................... 12
May I make transfers between subaccounts on a regularly scheduled basis?......................................... 12
CHARGES UNDER THE CONTRACTS....................................................................................... 13
How are charges determined under these contracts?................................................................ 13
How much are the deductions for sales charges under deferred contracts?.......................................... 13
What are the deductions for sales charges under immediate contracts?............................................. 13
What do the sales charges cover?................................................................................. 14
What are the Annual Maintenance Charge and the Transaction Charge and what do they cover?........................ 14
Are all contracts subject to these charges?...................................................................... 14
Are the sales charges ever waived?............................................................................... 14
What is the mortality and expense risk charge?................................................................... 14
How much are the deductions for premium taxes on these contracts?................................................ 14
OPERATION OF THE CONTRACTS........................................................................................ 15
How is my Purchase Payment credited?............................................................................. 15
May I make changes in the amounts of my Purchase Payments?....................................................... 15
What happens if I fail to make Purchase Payments?................................................................ 15
May I assign or transfer my contract?............................................................................ 15
How do I know what my deferred contract is worth?................................................................ 15
How is the Accumulation Unit value determined?................................................................... 16
How are the underlying Portfolio shares valued?.................................................................. 16
PAYMENT OF BENEFITS............................................................................................... 16
What would my beneficiary receive as death proceeds?............................................................. 16
What contract options are available if the Annuitant ceases to be eligible under a retirement plan?.............. 16
How can a deferred contract be redeemed or surrendered?.......................................................... 16
May I make withdrawals on a regularly scheduled basis?........................................................... 16
May I surrender my contract once life Annuity Payments have started?............................................. 17
Are there special restrictions if I participate in the Texas Optional Retirement Program?........................ 17
Are there restrictions under Section 403(b) plans?............................................................... 17
Can payment of the redemption or Surrender Value ever be postponed?.............................................. 17
What Annuity options are available under deferred contracts?..................................................... 17
What is the minimum amount that I may use for an Annuity option?................................................. 17
What are the available Annuity options under deferred contracts?................................................. 18
Are there any other options available at retirement under deferred contracts?.................................... 18
What are the available optional retirement forms under an immediate contract?.................................... 18
How are Annuity Payments determined?............................................................................. 19
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,...................................................................... 19
MML DISTRIBUTORS, LLC, AND THE FUNDS
Tell me about Massachusetts Mutual Life Insurance Company........................................................ 19
Tell me about MML Investor Services, Inc......................................................................... 19
Tell me about MML Distributors, LLC.............................................................................. 19
Tell me about the Funds.......................................................................................... 20
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
PERFORMANCE DATA.................................................................................................. 20
How are yields and total returns calculated for the subaccounts?................................................. 20
Standardized average annual total return......................................................................... 20
Additional Performance Measures.................................................................................. 20
Accumulation Unit Values - Annualized Returns.................................................................... 20
MISCELLANEOUS..................................................................................................... 21
What are my voting rights?....................................................................................... 21
Tell me about the SubAdministrator............................................................................... 21
FEDERAL TAX STATUS................................................................................................ 21
Introduction..................................................................................................... 21
Tax Status Of MassMutual......................................................................................... 21
TAXATION OF CONTRACTS IN GENERAL.................................................................................. 22
Penalty Taxes.................................................................................................... 22
Annuity Distribution Rules of Section 72(S)...................................................................... 22
Tax Withholding.................................................................................................. 22
Tax Reporting.................................................................................................... 23
Taxation of Qualified Plans, TSAs and IRAs....................................................................... 23
Taxation of Section 457 Plans.................................................................................... 24
Are there any material legal proceedings affecting the Account?.................................................. 24
ADDITIONAL INFORMATION
TABLE OF CONTENTS................................................................................................. 24
IRA DISCLOSURE STATEMENT - APPENDIX A............................................................................. 25
</TABLE>

3
<PAGE>

DEFINITIONS

As used in this Prospectus the following terms have the indicated meanings:

Account: Panorama Separate Account.

Accumulated Value: the value of all Accumulation Units credited to a
contract.

Accumulation Unit: an accounting method used to measure the value of a
contract before Annuity Payments begin.

Age: The age of any Contract Owner or Annuitant on his/her birthday nearest
the date for which age is being determined. For purposes of contract issuance,
age shall be considered that which was achieved on the Contract Owner's or
Annuitant's last birthday ("Attained Age").

Annuitant: the person on whose life the Annuity contract is issued.

Annuity: a contract promising a series of payments for life; for life with
either a minimum number of payments or a determinable unit refund benefit; for
the joint lifetime of the Annuitant and another person and thereafter during the
lifetime of the survivor (life Annuity Payments) or for a period not measured by
a life or lives (nonlife Annuity Payments).

Annuity Payments: the periodic payments made to an Annuitant or other person.

Annuity Service Center: The offices of MassMutual's Administrative Agent at
P.O. Box 13217, Kansas City, Missouri 64199.

Annuity Unit: an accounting method used to calculate the amount of variable
life Annuity Payments.

Contract Maturity Date: the date on which Annuity Payments are scheduled to
commence.

Contract Owner: See Owner.

Deferred Annuity: an Annuity in which Annuity Payments commence at some time
in the future.

Fixed Annuity: an Annuity providing for payments which remain fixed
throughout the payment period.

Funds: Panorama Separate Account invests in shares of various investment
Portfolios of two investment companies ("Funds"): the Panorama Series Fund, Inc.
("Panorama Fund") the Oppenheimer Variable Account Funds ("OVAF"). Both Funds
are diversified, openend management investment companies. The following four (4)
Portfolios are available under the Contract: the Oppenheimer Money Fund ("Money
Portfolio") and the Oppenheimer Bond Fund ("Bond Portfolio") of OVAF, and the
Total Return Portfolio and the Growth Portfolio of the Panorama Fund.

Immediate Annuity: an Annuity in which Annuity Payments commence immediately.

Owner: the owner specified in the contract. The owner may be the Annuitant,
an employer, a trust or any other entity.

Plan: a retirement plan under which benefits are to be provided pursuant to
an Annuity.

Portfolio: one of the classes of common stock of each Fund.

Purchase Payments: amount paid to MassMutual by or on behalf of an Annuitant.

Surrender Value: the cash value payable to the Contract Owner upon
termination of the contract.

Systematic Withdrawals: the withdrawal of fixed dollar amounts from the
contract at regular intervals.

Valuation Date: a day on which the common stock of the Portfolios of the
Funds are valued.

Valuation Period: the period, consisting of one or more days, beginning with
a day following a Valuation Date and ending on the next succeeding Valuation
Date. Generally, any day on which the New York Stock Exchange ("NYSE") and
Massachusetts Mutual Life Insurance Company are open for business, except any
day on which trading on the NYSE is restricted due to the existence of an
emergency as determined by the SEC or other regulatory authority.

Variable Annuity: an Annuity in which the sum available for payments or the
payments vary in amount in accordance with the investment experience of a
separate account.

4
<PAGE>

SUMMARY

Contracts Offered

Individual deferred and immediate variable annuity contracts with single or
periodic purchase payments (the "Contracts") described in this prospectus
provide for accumulation of contract values and annuity payments on a fixed or
variable basis. The Contracts are designed for use by individuals on a
tax-qualified or non-tax qualified basis. The maximum issue age for deferred and
immediate contracts is Attained Age 75. The minimum initial purchase payment on
a deferred contract is $500. For an immediate contract the minimum purchase
payment is $10,000. From time to time the required minimum purchase payment may
be reduced. However, this minimum initial purchase payment may be waived in the
case of certain group-billed arrangements or Automatic Investment Plans, in
which case the minimum contribution will be $40 per month per participant. All
contracts allow participation in all of the sub-accounts of the Account.

Each sub-account of the Separate Account is invested in a corresponding
Portfolio. Four Portfolios are available and each has a different investment
policy. OppenheimerFunds, Inc., ("Oppenheimer") is the investment adviser to
each of the four Portfolios. Oppenheimer is an indirect subsidiary of
Massachusetts Mutual Life Insurance Company ("MassMutual"). Oppenheimer
continuously reviews and, from time to time, changes the portfolio holdings of
each of the Portfolios in pursuit of the objective of each Portfolio.

The investment objective of each available Portfolio is as follows:

Money Portfolio - seeks the maximum current income from investments in "money
market" securities consistent with low capital risk and the maintenance of
liquidity. There can be no assurance that the Money Portfolio will maintain a
stable net asset value per share of $1, and the Money Portfolio is not insured
or guaranteed by the U.S. Government.

Bond Portfolio - seeks a high level of current income from investments in
high-yield fixed-income securities rated "Baa" or better by Moody's or "BBB" or
better by Standard & Poor's. As a secondary investment objective, the Bond Fund
seeks capital growth when consistent with its primary objective.

Total Return Portfolio - to maximize the total investment return (including
capital appreciation and income) by allocating its assets among stocks,
corporate bonds, securities issued by the U.S. Government and its
instrumentalities, and money market instruments according to changing market
conditions.

Growth Portfolio - to achieve long-term growth of capital by investing
primarily in common stocks with low price-earnings ratios and better than
anticipated earnings.

For a more complete description of the investment objectives, underlying
securities and risk considerations of the Portfolios, please see the
accompanying prospectus of the Fund.

Sales Charges

No deductions are made from Purchase Payments under deferred contracts, except
for premium taxes where applicable. Rather, a deduction for sales charges, if
applicable, under deferred contracts is taken from the proceeds of redemptions
or amounts applied to provide variable Annuity Payments.

During the first ten (10) 12-month periods ("contract years") that a deferred
contract is in existence, the deduction applies against the total amount
redeemed in excess of 10% of the Accumulated Value of the contract as of the
close of business on December 31st of the prior calendar year. Sales charges
decrease over this ten-year period. If a redemption is made before the beginning
of the sixth contract year, a sales charge of 5% is assessed on the redemption
proceeds that are in excess of the 10% allowable amount. A 4% sales charge is
assessed in the sixth through the tenth contract year. No sales charges are
assessed after the tenth contract year. There are two circumstances where the
commencement of variable Annuity Payments gives rise to a sales charge. First,
amounts paid under the non-life variable Annuity option (Option E) are treated
as partial redemptions for purposes of deducting sales charges, as set forth
above. Second, if payments under a variable life Annuity option commence during
the first three (3) years after the contract is issued, a reduced sales charge
applies. The maximum sales charge, which would occur if the amount was paid in
the first year, is 3% of the amount applied to provide a variable payout. The
charges decrease to 2% in the second year, 1% in the third year, and are no
longer assessed after the end of the third year.

A deduction for sales charges under single payment immediate Annuity contracts
is taken from the Purchase Payment. A policy fee of $70 is also deducted from
the Purchase Payment, as are any applicable premium taxes. The deduction for
sales charges as a percentage of the amount remaining after deduction of the
Policy Fee and any premium taxes is 3% of the first $10,000, 2% of the next
$90,000, and 1% of amounts over $100,000.

To the extent sales expenses are not covered by these charges, they will be
recovered from MassMutual's surplus, which may include proceeds derived from
other charges described here.

5
<PAGE>

Other Charges

There are other charges and deductions from the current value of the assets in
the Account. These charges include deductions for the mortality and expense
risk, the charge for the Annual Maintenance Fee on a deferred contract, and the
possible imposition of a Transaction Charge which is currently being waived
under certain specified conditions. (See "CHARGES UNDER THE CONTRACTS," for a
detailed discussion of the charges and deductions).

Redemption

Prior to the commencement of life Annuity Payments, a deferred contract may be
surrendered or redeemed in whole or in part by a written request from the Owner
to MassMutual. (See "PAYMENT OF BENEFITS - How can a deferred contract be
redeemed or surrendered?").

Penalty Tax on Premature Distributions

An Owner who withdraws the proceeds from the Account may be subject to a 10%
penalty tax. (See "FEDERAL TAX STATUS").

Ten-Day Free Look Opportunity

Subject to applicable state laws the contract may be surrendered by the Owner
within ten (10) days (unless a different period is specified under applicable
law) after purchase without incurring a sales charge.

6
<PAGE>

PANORAMA FEE TABLE
Immediate Contracts
-------------------
<TABLE>
<CAPTION>
<S> <C>
Owner Transaction Expenses
Sales Load Imposed on Purchase.......... 3%

Transfer Fee............................ 0

One-Time Policy Fee..................... $70 per policy
(deducted from Purchase Payment)

Separate Account Annual Expenses
(as a % of average Account value)
Mortality and Expense Risk Fees......... 0.73%
-----

Total Separate Account Annual Expenses.. 0.73%
</TABLE>

<TABLE>
<CAPTION>
Total
-----
Money Bond Return Growth
----- ---- ------ ------
Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Portfolio Annual Expenses
(as a % of average net assets)
Management Fee.................... 0.45% 0.74% 0.55% 0.57%

Other Expenses.................... 0.04% 0.04% 0.00% 0.01%
---- ---- ---- ----

Total Portfolio Annual Expenses... 0.49% 0.78% 0.55% 0.58%
==== ==== ==== ====
</TABLE>

Prior to June 1, 1996 the Money Market SubAccount and the Income SubAccount
were invested in the corresponding Portfolios of the Panorama Fund. On June 1,
1996, MassMutual redeemed those shares of the Money Market and Income Portfolios
of the Panorama Fund and respectively purchased shares of the Money Portfolio
and Bond Portfolio of OVAF with the proceeds. The Portfolio expenses are actual
expenses for each Portfolio for the fiscal year ended December 31, 1996.

The purpose of this table is to assist the Owner in understanding the
various costs and expenses that an Owner will bear directly and indirectly. The
table reflects charges and expenses of the Account as well as the Portfolio for
the year ended December 31, 1996; future expenses may be higher or lower. For
more information on the charges described in this table, see "CHARGES UNDER THE
CONTRACTS", and the prospectus for the Funds which accompanies this Prospectus.
Premium taxes will be deducted from some contracts, in accordance with
applicable state law.

<PAGE>

PANORAMA FEE TABLE
Deferred Contracts
------------------
<TABLE>
<CAPTION>
<S> <C>
Owner Transaction Expenses
Sales Load Imposed on Purchases
Maximum Contingent Deferred Sales Load... 5% for contract years 1-5,
(as a % of Policy Value Withdrawn).... 4% years 6-10, and
0% thereafter
Surrender Fees............................. 0
Transaction Charge......................... $10

Annual Maintenance Charge.................. $40 per policy

Separate Account Annual Expenses
(as a % of average Account value)
Mortality and Expense Risk Fees............ 0.73%
-----

Total Separate Account Annual Expenses..... 0.73%
-----
</TABLE>

Money Bond Total Return Growth
----- ---- ------------ ------
Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Portfolio Annual Expenses
(as a % of average net assets)
Management Fee................ 0.45% 0.74% 0.55% 0.57%
Other Expenses................ 0.04% 0.04% 0.00% 0.01%
---- ---- ---- ----

Total Portfolio Annual........ 0.49% 0.78% 0.55% 0.58%
Expenses..................... ==== ==== ==== ====
</TABLE>

Prior to June 1, 1996 the Money Market Sub-Account and the Income
Sub-Account were invested in the corresponding Portfolios of the Panorama Fund.
On June 1, 1996, Massachusetts Mutual Life Insurance Company ("MassMutual")
redeemed those shares of the Money Market and Income Portfolios of the Panorama
Fund and respectively purchased shares of the Money Portfolio and Bond Portfolio
of OVAF with the proceeds. The Portfolio expenses are actual expenses for each
Portfolio for the fiscal year ended December 31, 1996.

The purpose of this table is to assist the Owner in understanding the various
costs and expenses that an Owner will bear directly and indirectly. The table
reflects charges and expenses of the Account as well as the Portfolio for the
year ended December 31, 1996; future expenses may be higher or lower. For more
information on the charges described in this table, see "CHARGES UNDER THE
CONTRACTS" and the prospectus for the Funds which accompanies this Prospectus.
Premium taxes will be deducted from some contracts, in accordance with
applicable state law.

8
<PAGE>

Examples

An Owner of the contract would pay the following expenses on a $1,000
investment, assuming a 5% annual return on assets,

1. If you surrender your contract at the end of the applicable time period:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth Sub-Account............................................. $66 $ 96 $132 $223
Money Market Sub-Account....................................... $66 $ 93 $128 $213
Income Sub-Account............................................. $68 $102 $142 $244
Total Return Sub-Account....................................... $66 $ 95 $131 $220
</TABLE>

2. If you annuitize your contract at the end of the applicable time period:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth Sub-Account.............................................. $15 $45 $78 $172
Money Market Sub-Account........................................ $14 $43 $74 $162
Income Sub-Account.............................................. $17 $52 $89 $194
Total Return Sub-Account........................................ $14 $44 $77 $168
</TABLE>

3. If you do not surrender or annuitize your contract:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth Sub-Account............................................... $46 $57 $78 $172
Money Market Sub-Account......................................... $45 $54 $74 $162
Income Sub-Account............................................... $48 $63 $89 $194
Total Return Sub-Account......................................... $45 $56 $77 $168
</TABLE>

THESE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR FUTURE
EXPENSES AND THE ACTUAL EXPENSES PAID MAY BE GREATER OR LESSER THAN THOSE SHOWN.

PANORAMA SEPARATE ACCOUNT OF
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
CONDENSED FINANCIAL INFORMATION

(The audited financial statements for the years ended December 31, 1996 and
1995 are included in the Statement of Additional Information, which is
incorporated by reference in this Prospectus.)

ACCUMULATION UNIT VALUES
<TABLE>
<CAPTION>

Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec 31,
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SubAccount
Income
Qualified $2.054562 $2.200132 $2.487982 $2.615843 $3.072358 $3.267301 $3.636070 $3.465955 $4.078803 $ 4.166877
NonQualified 1.927016 2.063561 2.333544 2.453465 2.881652 3.064477 3.410353 3.250807 3.825614 3.908213
Growth
Qualified 2.510333 2.852420 3.845654 3.516048 4.800445 5.354570 6.441387 6.374619 8.706503 10.292858
NonQualified 2.252434 2.559376 3.450568 3.154832 4.307275 4.804471 5.779640 5.719724 7.812045 9.235434
MoneyMarket
Qualified 1.562830 1.663746 1.800207 1.929917 2.025824 2.078427 2.118784 2.183169 2.287780 2.386915
NonQualified 1.562830 1.663746 1.800207 1.929917 2.025824 2.078427 2.118784 2.183169 2.287780 2.386915
Total Return
Qualified 1.965243 2.178012 2.659125 2.652928 3.391910 3.710830 4.275618 4.183148 5.171950 5.641525
NonQualified 1.874284 2.077204 2.536068 2.530171 3.234955 3.539112 4.077758 3.989561 4.932613 5.380456
</TABLE>

9
<PAGE>

ACCUMULATION UNITS OUTSTANDING
<TABLE>
<CAPTION>

Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
---------- ---------- ---------- ---------- ----------
1987 1988 1989 1990 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income
Qualified 7,840,303 8,653,238 10,203,747 11,292,500 12,036,628
Non-Qualified 2,446,575 2,802,336 3,400,958 3,549,129 4,861,572
Growth
Qualified 9,880,754 8,982,917 9,141,764 9,509,994 10,641,800
Non-Qualified 2,706,988 2,302,616 2,206,724 2,625,671 3,012,101
Money Market
Qualified 19,863,472 23,605,954 28,045,051 33,570,489 29,261,142
Non-Qualified 5,368,341 6,857,008 8,100,278 9,916,368 8,410,761
Total Return
Qualified 66,313,216 66,722,916 66,070,313 68,016,583 70,304,994
Non-Qualified 19,331,433 18,528,604 17,350,244 18,906,950 20,117,223

<CAPTION>
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec 31,
---------- ---------- ---------- ---------- ----------
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income
Qualified 14,143,333 15,073,893 13,871,625 12,557,687 10,741,696
Non-Qualified 6,574,546 7,908,608 7,418,128 6,881,942 6,038,091
Growth
Qualified 12,433,926 14,737,084 17,220,047 19,024,051 20,751,788
Non-Qualified 4,143,844 5,804,690 8,112,342 10,364,426 11,812,124
Money Market
Qualified 22,097,803 17,590,977 16,994,675 16,334,145 14,263,683
Non-Qualified 6,486,440 5,512,931 6,528,538 6,227,229 6,442,517
Total Return
Qualified 79,608,133 89,157,511 95,758,769 96,555,427 92,523,786
Non-Qualified 26,163,888 34,510,874 41,329,166 41,857,538 40,974,027

</TABLE>

The Condensed Financial Information reflects the Separate Account's investment
in the Money Market and Income Portfolios of the Panorama Fund. However, these
two Portfolios are no longer available for investment. The financial information
does not reflect investment in either the Money Portfolio or the Bond Portfolio
of OVAF because the Separate Account began investing in these Portfolios on June
1, 1996.

THE CONTRACTS AND THE PANORAMA SEPARATE ACCOUNT

What are the Panorama contracts?

The variable Annuity contracts offered through the Panorama Separate Account
(the "Account") are designed for use by individuals on a tax-qualified or non-
tax qualified basis. There are no deductions from Purchase Payments under a
deferred contract so the entire Purchase Payment is invested in the sub-account
selected. In a single premium immediate contract, the Purchase Payment net of
the sales charge is used to provide an immediate Annuity. Four Portfolios, each
with a distinct investment objective, are available. The Money Market Sub-
Account invests in the OVAF Money Portfolio, the Income Sub-Account invests in
the OVAF Bond Portfolio. The total Return Sub-Account and the Growth Sub-Account
invest in the Total Return and Growth Portfolios of the Panorama Fund. You pick
the Portfolio you wish. You may use any or all of them. You determine the
percentage of your Purchase Payments that are put into each Portfolio. You may
transfer assets among the Portfolios. The result is an investment program
selected to meet your specific and, perhaps, changing investment needs.

Shares of the Funds are also offered to certain separate accounts funding
variable life insurance policies offered by MassMutual or C.M. Life or by
unaffiliated insurance companies. Although we do not anticipate any inherent
difficulties arising from the Fund offering its shares to issuers of both
variable annuities and variable life insurance policies, it is possible that due
to differences in tax treatment or other considerations, the interest of owners
of various contracts participating in the Fund might at some time be in
conflict. The Board of Directors of the Fund, the Fund's Investment Advisors and
the insurance companies whose separate accounts are investing in the Fund are
required to monitor events to identify any material conflicts that arise.

During the payout or Annuity phase of the contract, Annuity Payments will vary
in accordance with the investment performance of the Portfolios selected. The
contract allows the Owner to change Portfolios after Annuity Payments have
commenced. This means the Owner is not required to pick a set of investment
objectives in advance for the life of the contract.

There are some limitations on the frequency with which selections may be made
and there are administrative charges for transferring assets from one Portfolio
to another. These limitations are described below and in the Statement of
Additional Information. (See "CHARGES UNDER THE CONTRACTS".)

Annuity Payments under a deferred contract normally commence on a Contract
Maturity Date which you elect on your application. The earliest Contract
Maturity Date you may choose is presented in the following table.

Annuitant's Age Earliest Contract
Plan Type at Issue Maturity Date
--------- -------- -------------
<S> <C> <C>
Non-Qualified Under age 60 Age 65
Age 60 or older 5 years after the
contract issue date

Qualified Under age 54 1/2 Age 59 1/2
Age 54 1/2 or older 5 years after the
contract issue date
</TABLE>

10
<PAGE>

Regardless of the Contract Maturity Date elected on your application, you may
choose to receive Annuity Payments at any time prior to the elected Contract
Maturity Date, or you may delay the commencement up to ten (10) years after that
date. Such a change must be made in writing prior to the Contract Maturity Date
elected on your application. The maximum Contract Maturity Date which may be
elected is Attained Age 80.

Who can buy these contracts?

The Contracts are designed: (1) for use in connection with tax-qualified
plans, including plans qualified under Sections 401(a) or 403(a) of the Code;
plans established by persons entitled to the benefits of the Self-Employed
Individuals Tax Retirement Act of 1962, as amended, known as "Keogh" or "H.R. 10
Plans" ("Qualified Plans"); annuity purchase plans ("TSAs") adopted by public
school systems and certain tax-exempt organizations according to Section 403(b)
of the Code; Individual Retirement Annuities ("IRAs") under Section 408 of the
Code; and governmental plans as defined in Section 414(d) of the Code, including
employee pension plans established for employees by a state, a political
subdivision of a state, or an agency or instrumentality of either a state or a
political subdivision of a state, and certain eligible deferred compensation
plans of those and other tax-exempt entities as defined in Section 457 of the
Code; (2) for use in conjunction with retirement plans which are not qualified
under these sections; or (3) as a tax deferred investment. Joint ownership of a
contract is not permitted. The maximum issue age for immediate and deferred
contracts is age 75. The Purchase Payment for the immediate contract may not
exceed $1,000,000 without the prior approval of MassMutual.

Are there special considerations if I purchase a contract in connection with an
IRA?

The contract can be used to establish a contributory IRA, or a contribution
may represent a transfer or rollover from an existing IRA. Annual contributions
can also be made in conjunction with an IRA established to accept rollovers from
other types of tax-qualified plans, but all amounts will be commingled. As a
result, such an IRA would not be considered a conduit IRA, and no future
transfer or rollover could be made to any tax-qualified plan other than another
IRA.

If you wish to set up a spousal IRA, subject to the $500 minimum, you will
need to purchase a separate Panorama contract for the spousal IRA. After the Tax
Reform Act of 1986, the tax-deductibility of IRA contributions depends on
certain factors, such as participation in other tax-qualified plans. You should
consult a competent tax adviser for rules regarding deductibility. (See also the
"IRA DISCLOSURE STATEMENT" of the Appendix to this Prospectus for more
information.)

What is the Panorama Separate Account and how does it operate?

Panorama Separate Account was established on June 23, 1981, in accordance with
authorization by the Board of Directors of Connecticut Mutual Life Insurance
Company ("CML"). On February 29, 1996, CML merged with and into Massachusetts
Mutual Life Insurance Company ("MassMutual"). All of the Contracts issued by CML
before the merger were, at the time of the merger, assumed by MassMutual. The
merger did not affect any provisions of, or rights or obligations under, those
Contracts. The Separate Account is the separate account to which MassMutual
allocates Purchase Payments (net of charges). The Account is registered as a
unit investment trust under the Investment Company Act of 1940, as amended, (the
"1940 Act").

Under Massachusetts law, the assets of the Account are held for the benefit of
the Owners of, and the persons entitled to payments under, the contracts. The
assets in the Account are not chargeable with liabilities arising out of other
businesses conducted by MassMutual. In addition, the assets of the Account will
not be affected by the income, gains or losses from assets in the general
account of MassMutual, nor by the investment performance of any of the other
separate accounts created by MassMutual. However, all obligations arising under
the contracts are general corporate obligations of MassMutual.

Purchase Payments are allocated to one or more sub-accounts of the Account.
Each sub-account is invested exclusively in the assets of one of the Portfolios
of the Funds. Assets of tax-qualified and non tax-qualified contracts will be
placed in separate sub-accounts for each Portfolio, except the Money Market
Portfolio.

MassMutual does not guarantee the investment results of the sub-accounts or of
any Portfolio. There is no assurance that the value of a contract during the
years prior to the commencement of Annuity Payments, or the aggregate amount of
the variable Annuity Payments, will equal the total of Purchase Payments made
under the contract. Since each Portfolio has different investment objectives,
each is subject to different risks. These risks are more fully described in the
accompanying prospectus of the Funds. This assumption of investment risk by the
Owner of a contract is the chief difference between this type of Annuity (a
variable Annuity) and a fixed Annuity, where MassMutual places Purchase Payments
in its general account and guarantees the investment results.

Since the contract may not be surrendered once variable Annuity Payments
commence under a life Annuity, investment must be carefully considered prior to
the purchase of an immediate Annuity or the election of a variable Annuity
payout under a deferred Annuity.

MassMutual reserves the right, subject to applicable law, to substitute the
shares of any other registered investment company for the shares of any
Portfolio held in a sub-account of the Account, to offer additional sub-accounts
with differing investment objectives, to operate the Account as a different form
of registered investment company or unregistered entity, or to transfer
contracts to a different separate account. Current law may require notification
to the contract holders of any such change or substitution, and approval of the
Securities and Exchange Commission.

11
<PAGE>

May I transfer assets among sub-accounts?

Yes, you may transfer the values credited to your contract in one or more
sub-accounts to one or more other sub-accounts. The transfer must be requested
using the Notification of Change Authorization form or by telephone after
completing the Panorama Telephone Authorization form. These forms are available
from your registered representative or from the Annuity Service Center, and must
be signed by the Owner.

By completing the Panorama Telephone Authorization form the Owner and, if
authorized by the Owner, the Annuitant, may request transfers of contract values
among the available sub-accounts of the Account, and changes in the allocation
of future Purchase Payments (but only in combination with a transfer). To effect
these changes, call the Annuity Service Center, at 1-800-343-5629, between the
hours of 8:30 a.m. and 4:00 p.m., Eastern Time. Not all states permit telephone
transfers.

The Annuity Service Center will use the social security number or tax
identification number of the Owner or of the Annuitant as a personal
identification code. All telephone requests must include the personal
identification code and will be recorded on voice recorder equipment. The
Annuity Service Center will honor telephone requests believed to be authentic,
and will employ reasonable procedures to confirm that instructions communicated
by telephone are genuine, but neither the Account nor the Annuity Service Center
is responsible for determining the authenticity of such calls, nor will either
be liable for any loss, cost, expense or liability for acting in accordance with
such instructions believed to be genuine. MassMutual may, however, be liable for
any losses due to unauthorized or fraudulent telephone transactions if it, in
fact, does not employ such reasonable procedures to confirm the genuineness of
telephone instructions given.

Telephone requests must be received at the Annuity Service Center no later
than 4:00 p.m., Eastern Time, to assure same-day pricing. Telephone requests
received at the Annuity Service Center after that time will be processed on
the next Valuation Date. Telephone requests will not be accepted at MassMutual
at any time. The ability to transfer among sub-accounts by telephone may be
discontinued at any time.

Transfer requests prior to the Contract Maturity Date are generally subject to
a $10 charge for each sub-account from which funds are withdrawn. A certain
number of transfers may not be subject to this charge. (See "Are all contracts
subject to these charges?") Only one transfer request per calendar year may be
made after the life Annuity commencement date. There is no limit on the number
of transfers which may be made during the accumulation period or during a period
in which non-life Annuity Payments are being made.

Transfers between sub-accounts during the accumulation period are based on the
Accumulated Values on the Valuation Date coincident with or next following the
date the transfer instructions are received at the Annuity Service Center.

May I make transfers between sub-accounts on a regularly scheduled basis?

Yes. The Contract Owner may direct the transfer of fixed dollar amounts at
regular intervals from any one sub-account to one or more other sub-account(s).
Transfers must be at least $100 per transferee sub-account. This election is
called Dollar Cost Averaging ("DCA").

Upon written request, a Contract Owner may elect DCA to begin at any time
prior to the Contract Maturity Date. There is currently no charge for DCA.
However, MassMutual reserves the right to charge for DCA in the future. A
Contract Owner may not simultaneously participate in both DCA and Systematic
Withdrawals or Option E Specified Payments for a Variable Period. (See "May I
make withdrawals on a regularly scheduled basis?")

DCA will begin when a properly completed written request from the Contract
Owner is received by MassMutual at least five (5) business days prior to the
transfer start date selected by the Contract Owner. If the DCA start date is
less than five (5) days after the date the written request is received by
MassMutual, MassMutual may defer the DCA start date for one month. If no start
date has been selected, MassMutual will automatically start DCA within five (5)
business days after the written request is received.

DCA changes may only be made by written request to terminate the existing DCA,
along with a written request providing new DCA elections. DCA will terminate
when any of the following occurs:

(1) the number of designated transfers has been completed;

(2) the value of the sub-account is insufficient to complete the next
transfer;

(3) written request from the Contract Owner is received at least five (5)
business days prior to the next transfer date;

(4) on the Contract Maturity Date; or

(5) the contract is terminated.

Except as otherwise provided, DCA is subject to the transfer provisions of the
contract. (See "May I transfer assets among sub-accounts?")

12
<PAGE>

CHARGES UNDER THE CONTRACTS

How are charges determined under these contracts?

The charges under the Contract offered by this Prospectus are assessed in
various ways. Listed below are the charges and the source of payment for each
charge.

Charges Sources
- - ------- -------
<S> <C>
Sales charges on deferred contracts Payout proceeds
(These charges diminish over time.)
Sales charge on immediate contracts Purchase Payment
Mortality and expense risk charges Daily charge to each subaccount
Annual Maintenance Charge on deferred contracts Deduction from the Accumulated Value of each contract
Policy fee on immediate contracts Purchase Payment
Transaction charge on deferred contracts Deducted from certain partial redemptions and certain transfers
Premium taxes proceeds Purchase Payments or payout (Surrender or at Maturity Date)
</TABLE>

In addition, the Portfolios of the Funds in which the sub-accounts are
invested are subject to charges for investment advisory services and other
expenses. (See the accompanying Fund prospectus for a discussion of these fees.)

How much are the deductions for sales charges under deferred contracts?

During the first ten (10) contract years that a deferred contract is in
existence, a sales charge will be applied to any redemption amount in excess of
10% of the closing contract value as of December 31st of the previous year. The
deduction for sales charges, expressed as a percentage of the amount redeemed in
excess of the 10% allowable amount (which will be zero for the remainder of the
calendar year during which the first Purchase Payment is received), and after
any Transaction Charge or Annual Maintenance Charge, is as follows:

Contract Years Deduction
- - -------------- ---------
<S> <C>
1-5............................................................. 5%
6-10............................................................ 4%
11 and over..................................................... 0%

</TABLE>

In addition, there are two circumstances under which the commencement of
Annuity Payments gives rise to a sales charge. First, amounts paid under the
non-life Variable Annuity option (See "Option E" on page 18) are treated as
partial redemptions for purposes of deducting sales charges, as set forth above.
Second, if payments under a variable life Annuity option commence during the
first three (3) years after the contract is issued, a reduced sales charge
applies. This deduction, expressed as a percentage of the amount applied to
provide for payments, is as follows:

Years Deduction
- - ----- ---------
<S> <C>
1............................................................... 3%
2............................................................... 2%
3............................................................... 1%
4 and over...................................................... 0%
</TABLE>

There is no sales charge on redemptions made after the Contract Maturity Date
elected on your application. (See "What are the Panorama contracts?")

No sales charge will be imposed on the redemption of "excess contributions" to
a plan qualifying for special income tax treatment ("Qualified Plan"), TSAs or
IRAs. "Excess contributions" (including excess aggregate contributions) will be
defined as provided in the Internal Revenue Code and applicable regulations.

What are the deductions for sales charges under immediate contracts?

The deduction for sales charges under an immediate contract as a percentage of
the Purchase Payment remaining (after the policy fee of $70) is 3% of the
Purchase Payment up to $10,000, 2% of the next $90,000 of the Purchase Payment,
and 1% of any Purchase Payment over $100,000. On the minimum $10,000 Purchase
Payment, the sales charge of 3% plus the policy fee of $70 is 3.83% of the net
amount invested.

13
<PAGE>

What do the sales charges cover?

The sales charges are designed to cover the commissions payable to the
registered representatives who sell the contracts, in addition to certain costs
allocated to the promotion of sales of the contract.

What are the Annual Maintenance Charge and the Transaction Charge and what do
they cover?

The Annual Maintenance Charge (currently $40) is designed to offset the
administrative costs attributable to deferred contracts, including providing
Owners with periodic reports and other communications, as well as maintaining
contract holder records. It is deducted each contract year, or portion thereof,
that a contract is outstanding.

The Transaction Charge (currently $10) is designed to offset the costs of
processing requests for transfers of the Accumulated Value of a contract among
sub-accounts during the accumulation period, and requests for partial
redemptions.

The Annual Maintenance Charge and the Transaction Charge may be increased to
amounts not in excess of $60 and $20, respectively. The Transaction Charge with
respect to a partial redemption may not be increased without approval of the
Securities and Exchange Commission. These charges are designed not to exceed the
actual expenses incurred in administering the contracts.

Are all contracts subject to these charges?

All deferred contracts are subject to the Annual Maintenance Charge and the
Transaction Charge prior to the commencement of Annuity Payments. These charges
do not apply to immediate contracts or to deferred contracts after the date that
Annuity Payments begin. The Transaction Charge is currently being waived for up
to four (4) sub-account withdrawals made in conjunction with transfers, and one
sub-account withdrawal made in conjunction with a partial redemption in any one
calendar year. Annuity Payments made under the non-life Annuity option are not
treated as partial redemptions for purposes of this charge.

Proceeds of individual variable annuity contracts, or accumulation annuity
contracts issued by MassMutual, which were previously held by, or for the
benefit of, the Contract Owner or Annuitant, may not be subject to sales
charges.

Also, the net proceeds of a surrender of a contract may be reinvested without
being subject to further sales charges within a limited period of time after
surrender. Please see the Statement of Additional Information for a further
discussion of the reinvestment privilege.

Are the sales charges ever waived?

Until April 30, 1998, no sales charge will be imposed upon redemption of a
Contract where the proceeds of such redemption are applied to the purchase of a
new MassMutual group annuity contract. This does not eliminate applicable
charges under the particular group contract, and upon surrender of the group
contract, charges may apply.

What is the mortality and expense risk charge?

MassMutual has set out certain life Annuity tables in each deferred contract,
and promises to continue to make Annuity Payments, determined according to those
tables and other provisions contained in the contract, regardless of how long
the Annuitant lives and regardless of how long all Annuitants as a group live.
The same promise is made to Annuitants in immediate contracts regarding the
table upon which their payments are based. This assures you, as Annuitant, that
neither your own longevity nor an improvement in life expectancy generally will
have any adverse effect on the Annuity Payments received under the contract, and
relieves you from the risk of outliving monies accumulated for retirement. It
transfers that risk to MassMutual. This is termed the mortality risk. In
addition, MassMutual assumes the risk that the maximum charges permitted under
the contract may be insufficient to cover the actual costs incurred by
MassMutual for providing administrative services to the Account and to the
Contract Owners and Annuitants, or to cover actual costs incurred by MML
Distributors or MML Investors Services, Inc. for distribution expenses.

For assuming all of these risks, MassMutual makes a daily charge equal to
.002% (.73% on an annual basis) of the value of the assets in the Account
attributable to the contracts. (Approximately .13% annually may be viewed as
covering the mortality risk and .60% annually for the expense risk, which
includes the risk of a shortfall in meeting distribution expenses.) If this
charge is insufficient to cover the actual cost of the mortality and expense
risk, the loss will fall on MassMutual. Conversely, if the charge proves more
than sufficient, any excess would be retained by MassMutual.

Further information concerning charges under the contract is contained in the
Statement of Additional Information.

How much are the deductions for premium taxes on these contracts?

Deductions for premium taxes payable on contracts issued to residents of
certain states range from 0% to 3.5% of the purchase price of the contract.
MassMutual may pay premium taxes in connection with Purchase Payments under the
contract. Depending upon applicable state law, MassMutual will deduct the
premium taxes paid with respect to a particular contract from the Purchase
Payments, from the Accumulated Value on the Contract Maturity Date (thus
reducing the Accumulated Value), or upon the full surrender of a contract.

14
<PAGE>

OPERATION OF THE CONTRACTS

How is my Purchase Payment credited?

The balance of each Purchase Payment remaining after the deduction of any
applicable premium taxes (and sales charges in the case of immediate contracts)
is credited to your contract as of the Valuation Date on which the payment is
received in good order, unless it is received after the earlier of 4:00 pm or
the close of business on the New York Stock Exchange. In that case it will be
credited to your contract on the next Valuation Date. Amounts are credited to
the sub-accounts(s) elected by you. The election may be changed at any time in
writing, and the change will be effective when received at the Annuity Service
Center in good order. (See "May I transfer assets among sub-accounts?", for
circumstances under which telephone requests will be honored.)

In a deferred contract, the number of Accumulation Units to be credited is
determined by dividing the net Purchase Payment being credited to each
subaccount by the value of an Accumulation Unit in that subaccount on that date.
(See "How is the Accumulation Unit value determined?")

In an immediate contract, the number of Annuity Units to be credited is
determined by first multiplying the net Purchase Payment credited to each
subaccount, as of the date of issue, by the Annuity purchase rate. This product
is then divided by the value of an Annuity Unit in that subaccount on the date
of issue to determine the number of Annuity Units in each subaccount on which
payments will be based. (See the Statement of Additional Information for a more
complete description of this procedure.)

No funds are invested until the effective date of your contract. Therefore, if
your contract has not been issued on the date your Purchase Payment is received,
your Purchase Payment will be credited in the manner described above, using the
issue date as the Valuation Date. Ordinarily your contract will be issued within
two (2) business days of the date your application is received. If your contract
cannot be so issued, you will be notified of the reasons. If you at that time so
authorize, your Purchase Payment will be held until the contract can be issued.
If you do not provide such authorization, the Purchase Payment will be refunded
after five (5) business days.

May I make changes in the amounts of my Purchase Payments?

Yes. Subject to the provisions of any plan to which your contract may be
subject, the amount of Purchase Payments under a periodic Purchase Payment
deferred contract may be increased in any year to an amount not in excess of
twice the total Purchase Payments made in the first contract year, or decreased
to an amount of not less than $10 on any date a Purchase Payment is made.
Purchase Payments should be made payable to Massachusetts Mutual Life Insurance
Company and sent to the Annuity Service Center at the address given on page 1 of
this Prospectus. Purchase Payments in excess of the previously described limit
may be made, however, with the consent of MassMutual. MassMutual's current
administrative practice is not to accept cumulative Purchase Payments in excess
of $3 million dollars. Acceptance of such excess payment shall not be construed
as a waiver by MassMutual of its right to restrict or deny such excess Purchase
Payments in the future.

What happens if I fail to make Purchase Payments?

You may discontinue Purchase Payments under a periodic Purchase Payment
contract, and unless surrendered or otherwise reduced to zero value by
redemptions, the contract shall continue in force as a paid-up Annuity contract.
The Annual Maintenance Fee will continue to be charged. Additional periodic (one
or more) Purchase Payments may be made within a three-year period from receipt
of the last Purchase Payment, or at the discretion of the principal underwriter,
at any time thereafter; but in any event any such Purchase Payment must be
received prior to the commencement of Annuity Payments.

May I assign or transfer my contract?

If your contract does not have an endorsement limiting transferability, it may
be assigned or transferred according to its terms. Contracts issued under
tax-qualified plans ordinarily are required to have an endorsement limiting
transferability. A transfer of ownership may result in certain adverse tax
consequences to the Contract Owner that are not discussed herein. The Contract
Owner contemplating any such transfer or assignment of a contract should contact
a competent tax adviser with respect to the potential effects of such a
transaction.

How do I know what my deferred contract is worth?

The Accumulated Value of a deferred contract at any time prior to the
commencement of Annuity Payments can be determined by multiplying the total
number of Accumulation Units credited to the contract in each subaccount by the
then current Accumulation Unit values in each. Each Owner will be advised at
least semi-annually of the number of Accumulation Units credited to his or her
contract, the current Accumulation Unit Value and the total value of the
contract. Accumulation Units are valued each day that shares of the Portfolios
are valued. Contract Owners may at any time obtain the most recent Accumulation
Value from the Annuity Service Center. Any applicable charges for surrendering a
contract must be deducted from this Accumulated Value to determine the amount
that would be received upon a surrender.

15
<PAGE>

How is the Accumulation Unit value determined?

The value of an Accumulation Unit in each sub-account was set at $1.00 on the
Valuation Date on which funds were first placed in the sub-account. The value of
an Accumulation Unit on any subsequent Valuation Date is determined by
multiplying the value of an Accumulation Unit on the immediately preceding
Valuation Date by the net investment factor for the Valuation Period just ended.
The net investment factor is calculated in order to determine the daily
fluctuations of the Accumulation Value due to the investment performance of the
Fund, expenses and fees paid by the Fund, and any charges made against the
Account. An explanation of how the net investment factor is determined, and an
example of how it works, is included in the Statement of Additional
Information.

How are the underlying Portfolio shares valued?

The shares of each Portfolio are valued at net asset value on each day the New
York Stock Exchange is open for business. A description of the valuation method
used in valuing shares of each Portfolio may be found in the accompanying Fund's
prospectus.

PAYMENT OF BENEFITS

What would my beneficiary receive as death proceeds?

In the event an Annuitant dies prior to the commencement of Annuity Payments,
MassMutual will pay the named beneficiary the Accumulated Value of the contract
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
Annuity Service Center. If a single sum payment is not elected, an Annuity
option may be elected during the 90day period following receipt of due proof of
death. If no election has been made, a single sum cash payment will be made at
the end of the 90day period in an amount equal to the then Accumulated
Value.

What contract options are available if the Annuitant ceases to be eligible under
a retirement plan?

Subject to whatever restrictions may be placed on the exercise of the contract
options by the retirement plan, all the Annuity contract options are available
to the Owner of a deferred contract.

If for any reason the Annuitant ceases to be eligible to make further
contributions or to participate in a retirement plan, the Contract Owner may
make one or more of the following elections to the extent permitted under the
retirement plan: (A) the Accumulated Value of the contract may be applied to
provide a fixed or variable Annuity, provided that the amount applied satisfies
the minimum requirements for an Annuity option; (B) the contract may be redeemed
for cash, in whole or in part; or (C) the contract may be transferred to the
Annuitant free from all provisions of the plan; or (D) the contract will
continue to participate in the investment results of the Account.

Upon the Contract Maturity Date, the Annuitant will begin to receive Annuity
Payments under the selected retirement option. At any time prior to the Contract
Maturity Date, the Owner can exercise elections (A) or (B) described in the
previous paragraph.

How can a deferred contract be redeemed or surrendered?

A deferred contract may be redeemed in part or surrendered by a written
request for redemption from the Contract Owner. The Contract Owner will be
entitled to the redemption or Surrender Value computed as of the next valuation
of Accumulation Units following receipt of the request in good order at the
Annuity Service Center. Payment will be made promptly. At the present time
MassMutual remits premium taxes to the states quarterly or annually when due.
Therefore, no refund of previously deducted premium taxes will be made in the
event of either a partial redemption or a surrender. Surrender or partial
redemption of a contract may result in adverse tax consequences. Some of these
are described under "FEDERAL TAX STATUS".

May I make withdrawals on a regularly scheduled basis?

Upon written request, a Contract Owner may elect Systematic Withdrawals ($100
minimum per withdrawal) to begin at any time prior to the Contract Maturity
Date. There is currently no service charge for Systematic Withdrawals. However,
MassMutual reserves the right to charge for Systematic Withdrawals in the
future. "A Contract Owner may not simultaneously participate in both Systematic
Withdrawals and Dollar Cost Averaging or Option E Specified Payments for a
Variable Period." (See "May I make transfers between sub-accounts on a regularly
scheduled basis?"

If a Systematic Withdrawals plan is elected, the Contract Owner may withdraw
fixed dollar amounts at regular intervals from the Accumulated Value of the
contract.

Systematic Withdrawals will begin when a properly completed written request
from the Contract Owner is received by MassMutual at least five (5) business
days prior to the Systematic Withdrawals start date selected by the Contract
Owner. If the Systematic Withdrawals start date is less than five (5) days after
the date the written request is received by MassMutual, MassMutual may defer the
Systematic Withdrawals start date for one month. If no Systematic Withdrawals
start date has been selected, MassMutual will automatically start Systematic
Withdrawals within five (5) business days after the written request is
received.

16
<PAGE>

Systematic Withdrawals changes may only be made by written request from the
Contract Owner to terminate the existing Systematic Withdrawals election, along
with a written request identifying a new Systematic Withdrawals election.
Systematic Withdrawals will terminate when any of the following occurs:

(1) the number of designated Systematic Withdrawals has been completed;

(2) the value of the sub-account is insufficient to complete the next
withdrawal;

(3) a written request from the Contract Owner is received at least five (5)
business days prior to the next withdrawal date;

(4) the Contract Maturity Date arrives; or

(5) the contract is terminated.

Except as otherwise provided, Systematic Withdrawals are subject to all of the
provisions of the contract. Further, withdrawals may result in tax liabilities.
See "FEDERAL TAX STATUS".

May I surrender my contract once life Annuity Payments have started?

No. Once life Annuity Payments have commenced a contract cannot be
surrendered, and no further payments will be accepted under that contract.

However, you will be allowed to exchange Annuity Units among sub-accounts. One
such exchange may be made in any calendar year. Under the Specified Payments for
a Variable Period option (Option E), the contract may be surrendered in part or
in full during the payment period, or its value may be applied under a life
Annuity option subject to the applicable charges.

Are there special restrictions if I participate in the Texas Optional Retirement
Program?

Yes. Participants in the Texas Optional Retirement Program may not receive the
proceeds of a redemption in whole or in part or apply them to provide annuity
options prior to retirement, except in the case of death or termination of
employment in all institutions of higher education as defined under Texas law.
Such proceeds may, however, be used to fund another eligible retirement vehicle.

Are there restrictions under Section 403(b) plans?

Similar restrictions apply to annuity contracts used in connection with Code
Section 403(b) retirement plans. Section 403(b) of the Code provides for
tax-deferred retirement savings plans for employees of certain non-profit and
educational organizations. In accordance with the requirements of the Code,
Section 403(b) annuities generally may not permit distribution of (i) salary
reduction contributions made in years beginning after December 31, 1988, (ii)
earnings on those contributions, and (iii) earnings on amounts attributable to
salary reduction contributions held as of the end of the last year beginning
before January 1, 1989. Distributions of such amounts will be allowed only upon
death of the employee, on or after attainment of age 59 1/2, separation from
service, disability, or financial hardship, except that earnings attributable to
salary reduction contributions may not be distributed in the case of
hardship.

Can payment of the redemption or Surrender Value ever be postponed?

Yes. It may be postponed whenever (a) the New York Stock Exchange is closed,
or trading on the New York Stock Exchange is restricted as determined by the
Securities and Exchange Commission (the "SEC"); (b) the SEC permits postponement
and so orders; or (c) the SEC determines that an emergency exists making
valuation of the Portfolios or disposal of securities not reasonably
practicable.

What Annuity options are available under deferred contracts?

Deferred contracts provide five (5) variable Annuity retirement options. The
Owner may select, in accordance with any retirement plan that may be in effect,
a retirement date and a retirement option. Subsequent changes in either may be
made up to the date Annuity payments are to commence. Because of certain Code
requirements, each plan will ordinarily specify a minimum and maximum retirement
age, and may limit the number of monthly payments certain which may be elected,
or the election of a joint and last survivor Annuity where the contingent
beneficiary is other than a spouse. If the Owner does not elect otherwise, the
life Annuity option with 120 monthly payments certain will be effective.

What is the minimum amount that I may use for an Annuity option?

The minimum amount which may be applied under such an option is $2,000 and the
minimum Annuity Payment is $20.00. If at any time the Annuity Payments are or
become less than $20.00, MassMutual has the right to change the frequency of
payment to intervals that will result in payments of at least $20.00. If
proceeds payable on the retirement date are less than $2,000, MassMutual may
discharge its obligation by paying the proceeds in one lump sum.

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What are the available Annuity options under deferred contracts?

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 value of an
Annuity Unit Value at the date Annuity Payments begin.

(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 Income for Annuitant and One Other Person with Two-Thirds
Annuity Units to Survivor. (One Hundred and Twenty Months Certain). A joint
variable Annuity payable monthly to the Annuitant and one other person
designated at the exercise of this option. MassMutual will pay the income for
120 months certain and as long afterwards as the Annuitant and such other person
are living. After the death of the Annuitant and after payment of any remaining
payments certain, monthly payments will continue for life to the designated
person. 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. Specified Payments for a Variable Period. MassMutual will make
equal payments in the amount specified until the remaining balance is less than
the amount of one payment. Payments may be made on an annual, semiannual,
quarterly or monthly basis.

The remaining balance in the Separate Account 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.

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. You may
surrender this contract for the remaining balance, or redeem a portion thereof,
at any time. Amounts paid under this option during the first ten (10) years a
contract is in existence prior to the Contract Maturity Date are subject to
sales charges.

Upon the request of the Contract Owner, MassMutual will endorse the contract
to eliminate any option thereunder, or in such other fashion as may be required
to maintain qualification of a plan under the Code, provided that such change is
not otherwise contrary to law. Election of Option E will result in adverse
income tax consequences for Contract Owners who have not acquired this contract
under a qualified plan or as an Individual Retirement Annuity. See "FEDERAL TAX
STATUS".

Are there any other options available at retirement under deferred contracts?

Yes. In addition to those retirement options specified in the contract, any
mode of payment or other joint option agreed to by MassMutual, and not in
conflict with the contract, may be selected. MassMutual will generally allow the
proceeds of a partial redemption or a surrender (less any applicable sales or
other charges) to be applied under the retirement options set forth in any fixed
Annuity contract offered by MassMutual at the time of selection, and for which
the purchaser would have been eligible. In the event such a selection is made on
the Contract Maturity Date, the Accumulated Value of the contract less the
Annual Maintenance Fee will be applied in accordance with the terms of such
other contract. Certain options are subject to a policy fee, but no other sales
or administrative charges will be imposed under the fixed option.

What are the available optional retirement forms under an immediate contract?

The single premium immediate contracts are used to provide life Annuities,
joint life Annuities and unit refund life Annuities.

The life Annuity may be in any of the forms outlined as Options A or B for
deferred contracts. The computed value at 3.5% interest compounded annually of
the current dollar amount of any remaining payments certain would constitute the
equivalent lump sum payment to be made to the designated beneficiary if the
remaining payments certain are not to be continued.

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The joint life Annuity is as described under Option D for deferred contracts.

The unit refund life Annuity is as described under Option C for deferred
contracts.

How are Annuity Payments determined?

The Statement of Additional Information contains a detailed description of how
the Annuity Payments under the contracts are determined.

In that calculation, an assumed investment return of 3.5% is used. This is not
an expected rate of return for the Account. Rather it is an 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.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
MML DISTRIBUTORS, LLC AND THE FUNDS

Tell me about Massachusetts Mutual Life Insurance Company

Massachusetts Mutual Life Insurance Company ("MassMutual") 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.

Tell me about MML Investors Services, Inc.

MML Investors Services, Inc. ("MMLISI"), a wholly-owned subsidiary of
MassMutual, is located at 1414 Main Street, Springfield, MA 01144-1013. MMLISI
acts as co-underwriter and distributor of the Contracts. MMLISI is registered as
a broker-dealer with the U.S. Securities and Exchange Commission (the
"Commission") and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). Contracts will be sold by registered representatives of MMLISI
who are also licensed to sell MassMutual insurance products under applicable
state insurance laws.

Tell me about MML Distributors, LLC

MML Distributors, LLC ("MML Distributors") was organized under the laws of the
State of Connecticut as a limited liability company on November 10, 1994. It is
99% owned by MassMutual and 1% owned by CM Strategic Ventures, Inc., a
MassMutual subsidiary. MML Distributors does business under different variations
of its name including: "MassMutual Distributors, L.L.C." in Delaware, Idaho,
Illinois, Michigan, North Dakota, Oklahoma, Oregon, and South Dakota, "MML
Distributors Limited Liability Company", in Maine, New Mexico, Ohio and West
Virginia, and "MML Distributors, LLC, L.C." in Florida. MML Distributors is
registered with the Commission as a broker-dealer and is a member of the
NASD.

MML Distributors serves as the co-underwriter and wholesale distributor of the
contracts. It will enter into agreements with other broker-dealers whose
registered representatives will sell the contracts. It is located at 1414 Main
Street, Springfield, MA 01144. Sales charges assessed under contracts described
in this Prospectus may be paid to MML Distributors.

MassMutual will accept, by agreement with a limited number of broker-dealers,
electronic data transmissions of Application information, along with wire
transmittals of initial Purchase Payments from the broker-dealers to the Annuity
Service Center for purchase of the Contract. Please contact the Annuity Service
Center to receive more information about electronic data transmission of
Application information.

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Tell me about the Funds

The Panorama Series Fund, Inc. is an open-end diversified investment company
which has seven (7) Portfolios, two (2) of which are available for contracts
offered by this Prospectus. Each Portfolio issues a separate series of stock.
Oppenheimer Variable Account Funds is a diversified open-end investment company
consisting of nine (9) separate portfolios, two (2) of which are available for
contracts offered by this Prospectus. Oppenheimer is the investment adviser to
the Funds. Oppenheimer is an indirect subsidiary of MassMutual and is registered
with the Securities and Exchange Commission as an investment adviser. It is
located at Two World Trade Center, New York, New York, and also has offices at
3410 South Galena Street, Denver, Colorado 80231.

A full description of each Fund, their investment policies and restrictions,
risks, charges and expenses and all other aspects of their operations, is
contained in the accompanying Fund prospectuses which should be read in
conjunction with this Prospectus.

PERFORMANCE DATA

How are yields and total returns calculated for the sub-accounts?

MassMutual may show the performance under the Contracts in the following
ways:

Standardized average annual total return

MassMutual will show the Standardized Average Annual Total Return for the
sub-accounts of the Separate Account. As prescribed by the rules of the SEC, the
Standardized Average Annual Total Return is the effective annual compounded rate
of return that would have produced the cash redemption value over the stated
period had the performance remained constant throughout. The Standardized
Average Annual Total Return assumes a single $1000 payment made at the beginning
of the period and full redemption at the end of the period. It reflects a
deduction for the contingent deferred sales charge, the annual maintenance
charge and all other Fund, Separate Account, and Contract level charges except
premium taxes, if any. The annual maintenance charge is apportioned among the
sub-accounts of the Separate Account based upon the percentages of inforce
Contracts investing in each of the sub-accounts.

Additional Performance Measures

The performance figures discussed below are calculated on the basis of the
historical performance of the Funds. The difference between the first set of
additional performance measures, ANNUALIZED RETURNS on Accumulation Unit Values,
and the second set, the NON-STANDARDIZED ANNUAL and AVERAGE ANNUAL TOTAL
RETURNS, is that the second set includes the deduction of the annual maintenance
charge, the first set does not. Additional details follow.

Accumulation Unit Values -- Annualized Returns. The ANNUALIZED RETURN, or
average annual change in Accumulation Unit Values, may be shown with respect to
one or more periods. For a one year period, the ANNUALIZED RETURN is the
effective annual rate of return. For periods greater than one year, the
ANNUALIZED RETURN is the effective annual compounded rate of return for the
periods stated. Since the value of an Accumulation Unit reflects the Separate
Account, the Panorama Series Fund expenses and the OVAF expenses (See Table of
Fees and Expenses), the ANNUALIZED RETURN also reflect these expenses. The
returns, however, do not reflect the annual maintenance charge and the sales
charge or premium taxes (if any), which if included would reduce the percentages
reported.

The NON-STANDARDIZED ANNUAL TOTAL RETURN for a sub-account of the Separate
Account is the effective annual rate of return that would have produced the
ending Accumulated Value of the stated one year period.

The NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN for a sub-account of the
Separate Account is the effective annual compounded rate of return that would
have produced the ending Accumulated Value over the stated period had the
performance remained constant throughout.

Note: The NON-STANDARDIZED ANNUAL TOTAL RETURN will be less than the
NON-STANDARDIZED ANNUALIZED RETURN on Accumulation Unit values for the same
period due to the effect of the annual maintenance charge. Additionally, the
magnitude of this difference will depend on the size of the Accumulated Value
from which the annual maintenance charge is deducted.

Performance information for the Separate Account sub-accounts may be: (a)
compared to other variable annuity separate accounts or other investment
products surveyed by Lipper Analytical Services, a nationally recognized
independent reporting service or similar services that rank mutual funds and
other investment companies by overall performance, investment objectives and
assets; (b) tracked by other ratings services, companies, publications or
persons who rank separate accounts or other investment products on overall
performance or other criteria; and (c) included in data bases that can be used
to produce reports and illustrations by organizations such as CDA Weisenberger.
Performance figures will be calculated in accordance with standardized methods
established by each reporting service.

YIELD AND EFFECTIVE YIELD. MassMutual may show yield and effective yield figures
for the Money Market sub-account of the Separate Account. "Yield" refers to the
income generated by an investment in the Money Market sub-account over a seven-
day period, which is then "annualized". That is, the amount of income generated
by the investment during that week is assumed to be generated each week over a
52-week period and is shown as a percentage of the investment. The "effective
yield" is calculated similarly but, when

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annualized, the income earned by an investment in the Money Market sub-account
is assumed to be re-invested. Therefore the effective yield will be slightly
higher than the yield because of the compounding effect of this assumed
reinvestment. These figures do not reflect the annual maintenance charge, the
contingent deferred sales charge or premium taxes (if any), which if included
would reduce the yields reported.

The performance measures discussed above reflect results of the Funds and are
not intended to indicate or predict future performance. For more detailed
information see the Statement of Additional Information.

MISCELLANEOUS

What are my voting rights?

You as a Contract Owner will be entitled to instruct MassMutual how to vote at
meetings of Fund shareholders in each sub-account in which you participate on:
(i) any change in the investment restrictions relative to that Portfolio in
which the sub-account invests requiring shareholder approval; (ii) approval of
the investment advisory agreement and any amendments thereto which is relevant
to that Portfolio; (iii) election of the Board of Directors of the Fund; (iv)
ratification of an independent public accountant for the Fund; and, (v) any
other matters that require a shareholder vote. The number of votes which each
Contract Owner may cast shall be determined as of the record date for
shareholders of each Portfolio as determined by the Board of Directors of the
appropriate Fund. MassMutual shall ensure that each Contract Owner is furnished
with such proxy forms and instructions as may be necessary to enable you as
Contract Owner to exercise your voting rights.

The number of votes as to which you as Contract Owner of a deferred contract
may give instructions is equal to the number of shares of a Portfolio underlying
the Accumulation Units credited to the contract in each sub-account. Assets may
also be maintained in the Funds with respect to contracts other than those
offered by this Prospectus. Votes attributable to such other contracts are
determined in the same manner as is provided for contracts described in this
Prospectus.

The number of votes as to which you as Contract Owner in the Annuity payout
phase may give instructions is equal to: (i) the value of the reserve maintained
in each sub-account to meet the Annuity obligations related to that contract,
divided by (ii) the value of a Portfolio share underlying that sub-account. This
number of votes will decrease over the period the Annuity is payable.

Votes attributable to any shares underlying assets directly placed in a
Portfolio by MassMutual shall be entitled to be cast but only in the same manner
and proportion in which all other votes are cast. Such will also be true as to
shares not covered by instructions.

Tell me about the Administrator

MassMutual has contracted with Continuum Company, Inc., Dwight Building,
Second Floor, 1004 Baltimore, Kansas City, Missouri 64105 to administer the
Contracts on its behalf at the Annuity Service Center. In this capacity,
Continuum Company, Inc. is responsible for the following: processing purchase
payments, annuity payments, death benefits, surrenders, withdrawals and
transfers; preparing confirmation notices and periodic reports; calculating
mortality and expense risk charges; and generally assisting Contract
Owners.

FEDERAL TAX STATUS

Introduction

The ultimate effect of federal income taxes on the value of the Contract, on
annuity payments, and on the economic benefit to the Contract Owner, Annuitant
or Beneficiary depends on a variety of factors including the type of retirement
plan for which the Contract is purchased and the tax and employment status of
the individual concerned. The discussion contained herein is general in nature
and is not intended as tax advice. Each person concerned should consult a
competent tax adviser for complete information and advice. No attempt is made to
consider any applicable state or other local tax laws. Moreover, the discussion
herein is based upon MassMutual's understanding of current federal income tax
laws as they are currently interpreted. No representation is made regarding the
likelihood of continuation of those current federal income tax laws or of the
current interpretations by the Internal Revenue Service ("IRS").

Tax Status Of MassMutual

Under existing federal law, no taxes are payable by MassMutual on investment
income and realized capital gains of the Account credited to the contracts.
Accordingly, MassMutual does not intend to make any charge to the Account to
provide for company income taxes. MassMutual may, however, make such a charge in
the future if an unanticipated construction of current law or a change in law
results in a company tax liability attributable to the Account.

MassMutual may incur state and local taxes (in addition to premium taxes) in
several states. At present, these taxes are not significant. If they increase,
however, charges for such taxes attributable to the Separate Account may be
made.

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TAXATION OF CONTRACTS IN GENERAL

Under Section 817(h) of the Internal Revenue Code (the "Code") a Contract
(other than one used in a tax-qualified retirement plan) will not be treated as
an annuity contract and will be taxed on the annual increase in earnings if, as
of the end of any quarter, the Portfolios, or the Portfolio on which the
Contract is based are not adequately diversified in accordance with regulations
prescribed by the Treasury Department.

Subject to certain annuity distribution rules (see "Annuity Distribution Rules
of Section 72(s)") annuity payments under the Contracts are taxable under
Section 72 of the Code. For contributions made after February 28, 1986, a
Contract Owner that is not a natural person will be taxed on the annual increase
in the earnings of a Contract unless the Contract Owner holds the Contract as
agent for a natural person. Otherwise, increases in the value of a Contract are
not subject to tax until actually or constructively received.

Amounts received prior to the Contract Maturity Date from Contracts not under
tax qualified arrangements (see "Taxation of Qualified Plans TSAs and IRAs" for
a discussion of Contracts used in the qualified plan market) are subject to tax
to the extent of any earnings or gains in the Contract; amounts received which
are in excess of such earnings or gains are considered a return of capital.
Similarly, amounts borrowed upon the Contract will be treated as amounts
received under the Contract and will be taxable to the same extent. If an
individual Contract Owner transfers ownership, for other than full and adequate
consideration, the Contract Owner will be taxed on the transfer as though he or
she had taken a full redemption of the Contract. If a Contract Owner elects
Option E as the Annuity option for the Contract, the Contract Owner will be
taxed on the Contract Maturity Date as though he or she had taken a full
redemption of the Contract. For Contracts entered into after October 21, 1988,
all annuity contracts issued by the same insurer and its affiliates to the same
Contract Owner within the same calendar year must be aggregated in determining
the amount of gain realized on a withdrawal from any one.

If the Contract is obtained in a tax-free exchange of contracts under Section
1035 of the Code, different tax rules may apply. If a distribution prior to the
Contract Maturity Date of a contract obtained in such an exchange is entirely
attributable to investments in the surrendered contract prior to August 14,
1982, the distribution will first be considered a return of capital to the
extent of those investments and only the amounts received in excess of those
investments will be regarded as taxable earnings or gains.

Penalty Taxes

In addition to the foregoing tax consequences, certain distributions under the
Contract will be subject to a penalty tax under the Code Section 72(q) (for
nontax qualified Contracts) or 72(t) (for Contracts in tax qualified plans see
"Taxation of Qualified Plans, TSAs and IRAs") of 10% of the amount of the
distribution that is includable in gross income. However, the following
distributions from nontax qualified Contracts currently are not subject to the
penalty tax: (1) withdrawals made after the Contract Owner is 59 1/2 years
old; (2) payments made to a beneficiary (or to the estate of the Contract Owner)
on or after the death of the Contract Owner; (3) payments attributable to a
Contract Owner becoming totally disabled; or (4) substantially equal periodic
payments made (at least annually) for the lifetime (or life expectancy) of the
Contract Owner or for the joint lifetimes (or joint life expectancies) of the
Contract Owner and the beneficiary.

When monthly annuity payments commence, they are taxable as ordinary income in
the year of receipt to the extent that they exceed that portion of the
"investment in the Contract" allocable to that year. The investment in the
contract will equal the gross amount of purchase payments made under the
Contract less any amount that was previously received under the Contract but was
not included in gross income. The investment in the contract would also be
increased by any amount that was previously included in gross income under the
Contract but was not received. This amount, divided by the anticipated number of
monthly annuity payments, gives the "excludable amount," which is the portion of
each annuity payment considered to be a return of capital and, therefore, not
taxable. Under this exclusion ratio, the total amount excluded from payments
actually received is limited to the investment in the contract. The rules for
determining the excludable amount are contained in Section 72 of the Code and
regulations thereunder and require adjustment when the payment option elected
provides a feature such as a guaranteed number of payments.

Annuity Distribution Rules of Section 72(S)

Annuity distribution requirements are imposed under Section 72(s) of the Code.
MassMutual understands that these requirements do not apply to Contracts issued
to or under Qualified Plans, TSAs and IRAs.

Under Section 72(s), a Contract will not be treated as an annuity subject to
Section 72 of the Code, unless it provides for certain required distributions
from and after the date of death of the Contract Owner.

Tax Withholding

Certain tax withholding is imposed on payments that are made under the
Contracts (for Contracts in tax qualified plans, see "Taxation of Qualified
Plans, TSAs and IRAs"). Withheld amounts do not constitute an additional tax,
but are fully creditable on the individual tax return of each payee who is
subject to withholding. In addition, no payment will be subject to the
withholding if (1) it is reasonable to believe that the payments are not
includable in gross income, or (2) the payee makes a valid election not to have
withholding apply. The payee may make such an election either by filing an
election form with MassMutual or, in the case of redemptions, by fol-

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lowing procedures that MassMutual has established to afford payees an
opportunity to elect out of withholding. These forms and procedures will be
provided to payees by MassMutual upon a request for payment.

Unless the Payee elects not to have withholding apply, MassMutual is required
to withhold, for federal income tax purposes, 10% of the taxable portion of any
redemption payment or non-periodic distribution under the Contracts. Periodic
annuity payments under the Contracts are subject to withholding at the payee's
wage base rate. If the payee of these annuity payments does not file an
appropriate withholding certificate (obtainable from any local IRS office) with
MassMutual, it will be presumed that the payee is married claiming three
exemptions. Special rules limit the ability of a payee to elect no withholding
where the payee fails to provide a U.S. residence address or a federal taxpayer
identification number.

Tax Reporting

MassMutual is required to report all taxable payments and distributions to the
IRS and to the payees. Payees will receive reports of taxable payments and
distributions by January 31 of the year following the year of payments.

Taxation of Qualified Plans, TSAs and IRAs

The tax rules applicable to participants in retirement plans that qualify for
special federal income tax treatment vary according to the type of plan and its
terms and conditions.

Increases in the value of a Contract are not subject to tax until received by
the employee or his beneficiary. Monthly annuity payments under Qualified Plans,
TSAs and IRAs are taxed as described above (see "TAXATION OF CONTACTS IN
GENERAL"), except that the "investment in the Contract" under a Qualified Plan
is normally the gross amount of purchase payment made by the employee under the
Contract or made by the employer on the employee's behalf and included in the
employee's taxable income when made. However, as opposed to the tax treatment
for nonqualified contracts, where available, the election of Option E as an
Annuity option will not cause the employee or his beneficiary to be taxed on any
amount greater than the distributions actually received in a given year.

If the Annuitant receives a distribution that qualifies as a "lump sum
distribution" under the Code, he or she may be eligible for special "5year
averaging" treatment of the funds received (or "10-year averaging" treatment if
he or she was age 50 or older on January 1, 1986). TSAs and IRAs are not
eligible for the special treatment under the "lump sum distribution" rules.

Certain TSA contributions may not be distributed to the Annuitant until age
59 1/2, death, disability, separation of service or hardship. Distributions
from Qualified Plans, IRAs and TSAs may be subject to a 10% penalty tax on
amounts withdrawn before age 59 1/2. However, the following distributions
from Qualified Plans (and TSAs and IRAs except as otherwise noted) are not
subject to the penalty: (1) payments made to a beneficiary (or the estate of an
Annuitant) on or after the death of the Annuitant; (2) payments attributable to
an Annuitant becoming disabled; (3) substantially equal periodic payments made
(at least annually) for the lifetime (or life expectancy) of the Annuitant or
for the joint lifetimes (or joint life expectancies) of the Annuitant and the
beneficiary (for Qualified Plans and TSAs, payments can only begin after the
employee separates from service); (4) payment for certain medical expenses (not
applicable to IRAs); (5) payment after age 55 and separation from service (not
applicable to IRAs); and (6) payments to an alternate payee pursuant to a
qualified domestic relations order under Code Section 414(p) (not applicable to
IRAs). Excess retirement accumulations may be subject to a 15% penalty tax.
Excess distributions may be subject to a 15% excise tax.

IRAs and contributions under Sections 401, 403(b) and 457 are subject to
limitations on the amount that may be contributed. The deductibility of
contributions by individuals or their spouses who are active participants in an
employer-maintained pension or profit-sharing plan may be reduced based on the
individual's adjusted gross income. In addition, certain distributions from
Qualified Plans and TSAs may be placed into an IRA on a tax-deferred basis.

In general, tax law requires that minimum distributions be made from Qualified
Plans, TSAs and IRAs beginning at age 70 1/2 or following the death of the
participant. To avoid penalty taxes of 50 percent or more, required
distributions, including distributions which should have been distributed in
prior years, should not be rolled over to IRAs.

Certain distributions from Qualified Plans and TSAs are subject to mandatory
federal income tax withholding. MassMutual is required to withhold 20% when a
payment from a Qualified Plan or TSA is an "eligible rollover distribution" and
such payment is not directly rolled over to another Qualified Plan, TSA or IRA.
In general, an "eligible rollover distribution" is any taxable distribution
other than: (1) payments for the life (or life expectancy) of the Annuitant, or
for joint life (or joint life expectancies) of the Annuitant and the
beneficiary; (2) payments made over a period of ten years or more; and (3)
required minimum distributions (see above). Plan administrators should be able
to tell Annuitants what other payments are not "eligible rollover
distributions".

Taxable distributions that are not "eligible rollover distributions" are
subject to the withholding rules for annuities (see "Tax Withholding").

23
<PAGE>

Taxation of Section 457 Plans

The amount deferred, including interest, under section 457 plans generally
will not be taxable until paid or otherwise made available to the employee, and
at that time will be taxable as ordinary income. Distributions from section 457
plans are not eligible for special income averaging treatment or for rollover to
IRAs.

Section 457 plans are subject to restrictions on the amount that may be
deferred. All investments under the plan, including the Contract, are owned by
the employer, but for state and local governmental 457 plans, amounts have to be
held for the exclusive benefit of plan participants. For 457 plans for tax-
exempt organizations, all Contract Values will be subject to the claims of the
employer's creditors. In either case, the employee is only entitled to payment
in accordance with the Section 457 plan provisions.

In general, tax law prohibits distributions from section 457 plans prior to
age 70 1/2 or separation from service with the employer, and requires that
minimum distributions commence at age 70 1/2 or following the death of the
participant.

Are there any material legal proceedings affecting the Account?

No.

ADDITIONAL INFORMATION

For further information about the Contracts, you may obtain a Statement of
Additional Information prepared by MassMutual.

The Table of Contents of this Statement is as follows:

<TABLE>
<CAPTION>
<S> <C>
1. Purchase of Contracts
2. Sales Charges
3. How the Charges Under These Contracts are Made
4. Redemptions
5. Contracts That are Subject to Sales Charges
6. Underwriting Arrangements
7. How Annuity Payments are Determined
8. How the Value of the Deferred Contract is Determined
9. How the Accumulation Unit Value is Determined
10. Distribution on Death of Contract Holder
11. Valuing the Underlying Funds Shares
12. Independent Public Accountants
13. Performance Measures
14. Reports of Independent Accountants and Financial Statements
</TABLE>

24
<PAGE>

APPENDIX A
IRA DISCLOSURE STATEMENT
for use with the Massachusetts Mutual Life Insurance Company
Prototype IRA

This statement is designed to assist you in understanding the requirements of
Federal tax law which apply to your Individual Retirement Annuity ("IRA"),
Spousal IRA or your Simplified Employee Pension IRA ("SEP-IRA") for employer
contributions. If you should desire further information regarding your IRA, it
may be obtained either from your registered representative or from any district
office of the Internal Revenue Service.

The growth in value of the annuity is neither guaranteed nor projected.

Seven-Day Review Period

You have seven (7) days after you sign your application to review this
statement and the Prospectus without obligation. If you notify your
representative either orally or in writing within this seven-day period that you
do not wish to keep your contract, your entire Purchase Payment will be refunded
to you.

Registered Representative:

Address: 140 Garden Street
Hartford, Connecticut 06154
Telephone: (800) 234-5606

Eligibility Requirements

All persons with earned compensation are eligible for Individual Retirement
Annuities ("IRAs"). Additionally, if you have a spouse who has earned no
compensation (and you file a joint tax return), you may establish an IRA on
behalf of your spouse. Of course, if you have a working spouse who has earned
compensation, that spouse may establish his or her own IRA. Lastly, a divorced
or legally separated spouse may treat taxable alimony or separate maintenance
payments as compensation for purposes of establishing an IRA.

The Annuity as an IRA

When this Annuity is issued as an IRA, the contract is amended to provide that
the contract is both non-transferable and non-forfeitable.

Contributions and Deductions

As a result of significant changes made by the Tax Reform Act of 1986,
contributions to your IRA are limited at two levels. First, there are limits on
the amount of contributions which may be deducted for income tax purposes.
Second, there is a limit with respect to the amount of nondeductible
contributions which can be made.

If neither you nor your spouse (if you file a joint return) is an active
participant in an employer-maintained retirement plan, then you are eligible to
make deductible contributions to an IRA equal to the lesser of 100% of
compensation or $2,000 ($4,000 in the case of a Spousal IRA - see below).

However, if you or your spouse (if you file a joint return) is an active
participant in an employermaintained retirement plan, your deduction limit for
contributions to an IRA is reduced. Specifically, individuals with adjusted
gross income over $35,000, married taxpayers filing jointly with adjusted gross
income over $50,000, and a married taxpayer filing separately with adjusted
gross income over $10,000, are no longer allowed any IRA deductions if they
participate in an employer-maintained retirement plan. In the case of a married
couple filing jointly, the restrictions apply where either spouse so
participates. For single individuals with adjusted gross income between $25,000
and $35,000, married taxpayers filing jointly with adjusted gross income between
$40,000 and $50,000, and a married taxpayer filing separately with adjusted
gross income between $0 and $10,000, the IRA deduction will be phased out
ratably as income rises above the threshold limits.

Nevertheless, you may still make designated nondeductible IRA contributions to
the extent of the excess of (1) the lesser of $2,000 ($4,000 in the case of a
Spousal IRA), or 100% of compensation annually, over (2) the applicable IRA
deduction limit. You may also choose to make a contribution nondeductible even
if you could have deducted part or all of the contribution. Interest or other
earnings on your IRA contribution, whether from deductible or nondeductible
contributions, will not be taxed until distributed to you.

For purposes of the above discussion, you are an "active participant" in an
employer-maintained retirement plan, if you are covered by such plan, even if
you are not yet vested in your retirement benefit. However, an individual who is
a participant in an eligible state deferred compensation plan, as defined in
Code section 457(b), is not considered to be an "active participant".

25
<PAGE>

In order to qualify for a particular tax year, IRA contributions must be made
during such tax year or by the deadline for filing your income tax return for
that year (not including extensions). For calendar year taxpayers the deadline
is generally April 15.

If you make contributions in excess of the combined deductible and
nondeductible limits, you may be liable for a nondeductible excise tax of 6% of
the amount of the excess. You may withdraw an excess contribution together with
the net income attributable to the excess, on or before the due date (including
extensions of time) for filing your Federal income tax return and the excess
amount will be treated as if you never contributed it, regardless of the size of
the contribution. The accompanying distribution of the net income, however, is
includible in income for the year in which the excess contribution is made.
Excess amounts which are not withdrawn by this method are subject to the 6%
excise tax in the year of contribution and are carried over and taxed each year
until the year the excess is reduced.

No contribution may be made by you to your IRA during or after the tax year in
which you attain age 70 1/2, other than rollover distributions.

Spousal IRAs

If your spouse has no compensation for the year and you file a joint return,
you may set up and make contributions to an IRA for your spouse, as well as for
yourself. Subject to the active participant rules discussed above, the maximum
amount that you can deduct for contributions to both IRAs is the lesser of
$2,250, or 100% of compensation. You may not deduct, however, more than $2,000
to either IRA for any year. Beginning January 1, 1997, the maximum contribution
to both IRAs may be up to $4,000.

SEP-IRAs

Under a SEP-IRA agreement, your employer may contribute 15% of your
compensation, up to $30,000, to your IRA each year. The contribution and
interest earned is excludable from your income until such time as it is
distributed to you.

You must withdraw any excess contribution made to your SEP-IRA by your
employer before the date for filing your return. If you do not, you are liable
for the 6% excise tax discussed above. SEP-IRAs are also generally subject to
the other requirements applicable to IRAs.

Rollover Contributions and Transfers

You are permitted to withdraw any portion of the value of your IRA and
reinvest it in another individual retirement annuity or account, but not more
frequently than once in any one-year period. Such withdrawals may also be made
from other IRAs and contributed to this contract. Such a withdrawal of funds
from one IRA and subsequent reinvestment in another IRA is called a "rollover
contribution". In order to qualify as a tax-free rollover contribution, the
entire portion of the withdrawal must be reinvested in another IRA within 60
days after the date it is received. Of course, you will not be allowed a tax
deduction for the amount of any rollover contribution.

A similar type of rollover contribution can be made with the proceeds of an
eligible rollover distribution or a lump-sum distribution from a qualified
retirement plan. Such a distribution must also be invested in the IRA within 60
days of receipt. A lump sum distribution is one made from a Qualified Plan: (1)
because of your death; (2) after you reached age 59 1/2; (3) because you left
your job (unless you are self-employed); or (4) after you become permanently
disabled (but only if you are self-employed). To be considered a lump sum, the
distribution must also be made entirely in a single tax year and must represent
the entire value of your account in the retirement plan (and in all plans of a
similar type sponsored by the same employer). Properly made, such a distribution
will not be taxable until you receive payments from the IRA created with it.
Unless you were a self-employed participant in the distributing plan, you may
later roll over such a contribution to another qualified retirement plan as long
as you have not mixed it with any IRA contributions you have deducted from your
income.

Eligible rollover distributions are generally all taxable distributions from
Qualified Plans and Section 403(b) annuities except for: (1) amounts paid over
your life or life expectancy; or (2) installments for periods of years spanning
ten (10) years or more; or (3) required minimum distributions.

Also, if you receive a distribution on account of a plan termination you may
make a rollover contribution to an IRA.

In addition to rollover contributions, you may also have the assets of one IRA
directly transferred (without any distribution to you) to another IRA. Direct
IRA to IRA transfers are not subject to the one-year waiting period applicable
to IRA rollover contributions.

Withdrawals

If you withdraw an amount from an IRA during a tax year and you have made both
deductible and nondeductible IRA contributions, the part of the withdrawal that
is from nondeductible contributions (not including interest) is excludable from
income. The amount excludable from income for the tax year is the portion of the
amount withdrawn that has the same ratio to the amount withdrawn as your total
nondeductible IRA contributions (of all your IRAs) have to the total balance of
all your IRAs, including rollover IRAs. The remaining portion of the amount
withdrawn for the tax year is includable in income. For purposes of this
calculation, all your IRAs are treated as one contract and all withdrawals you
make during a tax year are treated as one distribution and the value of the
contract (after

26
<PAGE>

adding back distributions made during the year), income on the contract and
investment in the contract are computed at the end of the year.

Premature Distributions

Premature distributions are amounts you withdraw from your IRA before you are
age 59 1/2. Premature distributions which do not qualify for rollover
treatment are subject to a penalty tax equal to 10% of the amount of the
distribution includable in gross income in the tax year, unless you are totally
disabled or receive the distributions in substantially equal payments (at least
annually) for your life or life expectancy or the joint lives or life
expectancies of you and your beneficiary or unless the distributions are made to
your beneficiary on account of your death. In addition, beginning January 1,
1997, withdrawals from IRAs for payment of certain medical expenses and
withdrawals by certain unemployed persons for payment of health insurance
premiums are not subject to the 10% penalty tax.

The penalty tax is also applicable to income taxable distributions deemed to
have been made upon disqualification of your IRA as a result of a prohibited
transaction (including, in general, the sale or assignment of your interest in
your IRA to anyone), or as a result of borrowing on your IRA, or using your IRA
as security for a loan.

Inadequate or Under distribution - 50% Tax

Your IRA is intended to provide retirement benefits over your lifetime. Thus,
Federal law requires that you either (1) receive a lump sum distribution from
your IRA not later than April 1st of the year after the year in which you attain
age 70 1/2 or (2) start to receive periodic payments by that date. If you
elect to receive periodic payments, those payments must be sufficient to pay out
the entire value of your IRA during your life or life expectancy (or over the
life or life expectancies of you and your beneficiary). If the payments are not
sufficient to meet these requirements, an excise tax of 50% will be imposed on
the amount of any underpayment.

Excess Distributions - 15% Tax

Certain persons, particularly those who participate in more than one
tax-qualified retirement plan, may be subject to an excise tax of 15% on certain
excess aggregate distributions from those plans. In general, excess
distributions are taxable distributions from all tax-qualified plans in excess
of a specified annual limit for payments made in the form of an annuity
(generally, $160,000 for 1997, indexed for inflation), or five (5) times the
annual limit for lump sum distributions. However, for 1997, 1998 and 1999, the
excise tax on excess distributions has been suspended.

Death Benefits

If you should die before receiving any benefits from your IRA, your
beneficiary must either elect (1) to receive the balance of your account in a
lump sum within five (5) years of your death, or (2) have the balance applied to
purchase an immediate annuity payable over the life or life expectancy of the
beneficiary. Such annuity must commence within one year of your death. If your
spouse is your beneficiary, however, distributions are not required to be
distributed until the date you would have attained age 70 1/2, and if your
spouse dies before any distribution to him or her commences, your spouse is
treated as the owner of your IRA for purposes of any required
distributions.

Prohibited Transactions

If you engage in certain prohibited transactions with your IRA, the IRA will
lose its exemption from taxation. Depending on the type of prohibited
transaction, you must include in income all or a portion of the fair market
value of the IRA account. Examples of prohibited transactions are: (1) any
borrowing from the account; (2) use of the account as security for a loan; (3)
receipt by you or certain family members of unreasonable compensation for
managing the IRA.

If you should die after benefits have commenced to you, the remaining portion
of your account must be distributed to your beneficiary as rapidly as under the
method of distribution in effect on the date of your death.

Prototype Status

The Internal Revenue Service currently has not been asked to review the format
of your Massachusetts Mutual Life Insurance Company ("MassMutual") Prototype IRA
or issue a determination letter regarding the qualification of the prototype
IRA. However, an opinion letter is a determination only as to the form of the
IRA, and does not represent a determination as to its merits.

Reporting to the IRS

If you make a designated nondeductible contribution to an IRA for a taxable
year or receive a distribution from an IRA during a taxable year, you are
required to provide such information as the IRS may prescribe on your tax return
for the taxable year, and, to the extent required, for succeeding taxable years.
The information that may be required includes, but is not limited to: (1) the
amount of designated nondeductible contributions for the taxable year; (2) the
total amount of designated nondeductible contributions for all preceding taxable
years that have not previously been withdrawn; (3) the total balance of all your
IRAs as of the close of the calendar year with or within which the taxable year
ends; and (4) the amount of distributions from your IRAs during the taxable
year. If the required

27
<PAGE>

information is not shown on your return, all IRA contributions are presumed to
have been deductible. Therefore, they will be taxable upon withdrawal from the
IRA, unless it can be shown, with satisfactory evidence, that the contributions
were nondeductible when they were made.

Whenever you are liable for one of the penalty taxes discussed above (6% for
excess contributions, 10% for premature distributions, 50% for underpayments, or
15% for excess distributions), you must file Form 5329 with the Internal Revenue
Service. The form is to be attached to your income tax return (Form 1040) for
the tax year in which the penalty applies.

Financial Disclosure

The charges which may be made against a contribution to your IRA include the
Custodian's fees (set forth in the Adoption Agreement), and the mortality and
expense risk fee, and other fees for the Separate Account contained in the Fee
Table of the Account Prospectus. The charges which may be made against a
withdrawal are also described in the Prospectus, and you should read the
Panorama Account Prospectus carefully and retain it for your future reference.

28
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

PANORAMA SEPARATE ACCOUNT
Individual Deferred and Immediate
Variable Annuity Contracts Issued by

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 State Street, Springfield,
Massachusetts 01111
1-800-234-5606

ANNUITY SERVICE CENTER
P.O. Box 13217
Kansas City, Missouri 64199
1-800-343-5629

-----------

This Statement of Additional Information is not a prospectus. This Statement
of Additional Information should be read in conjunction with the Prospectus for
the Panorama Separate Account dated May 1, 1997, a copy of which may be obtained
by writing Massachusetts Mutual Life Insurance Company, Annuity Products, H305,
P.O. Box 9067, Springfield, Massachusetts 01101 or call 1 (800) 234-5606.

May 1, 1997

TABLE OF CONTENTS

Page
----
<S> <C>
Purchase of Contracts 2
Sales Charges 2
How the Charges Under these Contracts are Made 3
Redemptions 3
Contracts That Are Subject to Sales Charges 3
Underwriting Arrangements 4
How Annuity Payments are Determined 4
How the Value of the Deferred Contract is Determined 5
How the Accumulation Unit Value is Determined 5
Distribution on Death of Contract Holder 6
Valuing the Underlying Fund Shares 6
Independent Public Accountants 7
Performance Measures 7
Yield and Effective Yield 8
Appendix - General Formulae 10
Financial Statements of the Panorama Separate Account Final Pages
</TABLE>

7
<PAGE>

Purchase of Contracts

The contracts offered under the Prospectus are individual variable annuity
contracts for use on a tax-qualified and non-tax qualified basis. They are
offered as periodic payment deferred, single payment deferred and immediate
contracts. The maximum issue age for immediate and deferred contracts is
Attained Age 75. The minimum first contract year purchase payment on a deferred
contract is $500 and for an immediate contract the minimum purchase payment is
$10,000.

However, this minimum initial payment may be waived in the case of Panorama
group-billed arrangements existing prior to January 1, 1986. In those cases, the
minimum initial payment for new participants will be $10 per participant. For
Panorama group-billed arrangements established on or after January 1, 1986, the
minimum purchase payment will be $40 per month per participant.

Sales Charges

No deductions are made from purchase payments under deferred contracts beyond
the deduction of any applicable premium taxes. A deduction for contingent
deferred sales charge ("Sales Charge") under deferred contracts is taken from
the proceeds of redemptions or amounts applied to provide variable life annuity
payments to the extent, and for the period of time, described below.

During the first ten (10) 12-month periods ("contract years") that a deferred
contract is in existence, a sales charge will be applied to any redemption
amount in excess of 10% of the closing contract value as of December 31st of the
prior year. The deduction for sales charges expressed as a percentage of the
amount redeemed in excess of the 10% allowable amount (which will be zero for
the remainder of the Calendar Year during which the first purchase payment is
received) and after any transaction or maintenance charges, is as follows:

Contract Years Deduction
-------------- ----------
<S> <C>
1-5.................................................. 5%
6-10................................................. 4%
11 and over.......................................... 0%
</TABLE>

In addition, there are two (2) circumstances where the commencement of
variable annuity payments gives rise to a sales charge. First, amounts paid
under the non-life variable annuity option (Option E explained in of the
prospectus) are treated as partial redemptions for purposes of deducting sales
charges, as set forth above. Second, if payments under a variable life annuity
option commence during the first three years after the contract is issued, a
reduced sales charge applies. This deduction, expressed as a percentage of the
amount applied to provide a variable payout after the deduction charge, is as
follows:

8
<PAGE>

Contract Years Deduction
-------------- ----------
<S> <C>
1...................................................... 3%
2...................................................... 2%
3...................................................... 1%
4 and over............................................. 0%
</TABLE>

There is no sales charge on redemptions made after the contract maturity date.
Pursuant to an exemption from certain provisions of the Investment Company Act
of 1940, as amended, filed with the Securities and Exchange Commission, the
total deferred sales charges on a deferred contract may not exceed 9% of the
total purchase payments unless and until the Commission removes this
restriction.

A deduction for sales charges under single payment immediate annuity contracts
is taken from the purchase payment. A policy fee of $70 is also deducted from
the purchase payment as are any applicable premium taxes. The deduction for
sales charges as a percentage of the amount remaining after deduction of the
policy fee and any premium taxes is 3% of the first $10,000, 2% of the next
$90,000 and 1% of amounts over $100,000. On the minimum $10,000 purchase
payment, the maximum deduction of 3% plus $70 is 3.83% of the net amount
invested.

How the Charges Under These Contracts Are Made

Charges under the contracts are assessed in various ways. The sales charges
under deferred contracts are taken as deductions from redemptions or from
proceeds applied to provide a variable life annuity payout. Massachusetts Mutual
Life Insurance Company (MassMutual) may pay premium taxes under the Annuity
Contracts, or depending on applicable state law, it may deduct premium taxes
paid from premium payments, upon full surrender, or on the Annuity Income Date.
Premium tax charges vary from jurisdiction to jurisdiction. The charge made for
the mortality and expense risk assumed by MassMutual is taken as a daily charge
to each sub-account. The annual maintenance charge is deducted equally from the
sub-accounts by redeeming units on the anniversary date of the contract. To the
extent a sub-account does not have sufficient value to cover an equal share, any
shortfall will be deducted equally from the other sub-accounts. In the event of
a full surrender during a year, this charge will be deducted from the proceeds
of the surrender. The transaction charges are taken as deductions from the
proceeds of the transfer or partial redemption, as applicable.

Redemptions

Prior to the commencement of life annuity payments, a deferred contract may be
surrendered or redeemed in part by a written request from the owner to
MassMutual. The owner will be entitled to the surrender or redemption value as
of the next valuation of accumulation units following receipt of the request at
the Annuity Service Center. Payment will be made promptly.

Contracts That Are Subject to Sales Charges

All deferred contracts are subject to the maintenance and transactions charges
prior to the contract maturity date unless the proceeds have been applied under
a life annuity option. The transaction charge is currently being waived for up
to four Sub-Account withdrawals made in conjunction with transfers and one Sub-
Account withdrawal made in conjunction with a partial redemption in any one
calendar year. If the proceeds have been applied under the non-life variable
annuity option, the transaction charge will continue to apply after the contract
maturity date except with regard to annuity payments.

Proceeds of individual variable or accumulation annuity contracts with
MassMutual which were previously held by, or for the benefit of, the contract
owner or annuitant, will not be subject to sales charges.

Also, the net proceeds of a surrender of a contract may be reinvested without
being subject to further sales charges if the following conditions are met.
First, the purchase payment covering the reinvestment must be received

9
<PAGE>

by MML Distributors LLC, ("MML Distributors") within 30 days of the date of the
surrender. Second, the owner must not have previously made a reinvestment
pursuant to this privilege. This reinvestment privilege is contingent on
MassMutual's issuance of a new contract, which will not be done if the owner is
not eligible for a contract at the time the reinvestment is tendered. The
reinvestment may be subject to premium taxes. The maintenance fee will be added
back to the amount reinvested unless the period between surrender and
reinvestment includes the first contract's anniversary date.

Underwriting Arrangements

As of March 1, 1996, MML Distributors and MMLISI serve as co-underwriters for
Panorama Separate Account Contracts. These contracts are offered continuously.
G.R. Phelps & Co., Inc. ("Phelps"), a subsidiary of CML, served as Underwriter
for the contracts during 1994 and part of 1995. For 1994 and 1995 the amounts
paid to Phelps for underwriting expenses were $449,480 and $580,188,
respectively. MML Distributors replaced Phelps as underwriter for the contracts
as of August 1, 1995 and was paid $8,054 for underwriting expenses in 1995. The
amount paid to MMLISI in 1996 was $41,240.

MML Distributors performs sales and administrative functions relative to the
Account including the keeping of all records not maintained by MassMutual. It
has been registered as a broker/dealer under the Securities Exchange Act of
1934. MML Distributors is an indirect wholly owned subsidiary of MassMutual, is
located at Monarch Place, 1414 Main Street, Springfield, MA 01144. MML
Distributors has contracted with Continuum Company, Inc. to administer the
Contracts on its behalf at the Annuity Service Center. No compensation was paid
to MML Distributors in 1996.

Commissions will be paid through MMLISI and MML Distributors to agents and
selling brokers for selling the Contracts. During 1996, commission payments
amounted to $2,016,628.

How Annuity Payments are Determined

The dollar amount of annuity payments and the number of annuity units under
deferred contracts in force more than three years are determined in three steps.

FIRST, 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 31/2% per year.

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 in each Sub-Account. This number
remains fixed for the life of the contract except in the case of certain joint
annuities or if there is a transfer from one Sub-Account to another.

THIRD, the dollar amount of each annuity payment is determined by multiplying
the number of annuity units by the annuity unit value or values as of the date
on which the payment is made. This amount may increase or decrease from payment
to payment.

For the annuity payments and reserve values to increase, the earnings of the
participation must be at a rate higher than the total charges made against the
Sub-Account plus the assumed interest rate used in constructing the annuity
table.

For Contracts issued prior to July 1, 1988 adjustments to the Progressive
Annuity Table are made by an adjustment of one year in the annuitant's age for
each twenty (20) calendar years in birth date as shown in the following table:

10
<PAGE>

Year of Birth Adjusted Age
------------- ------------
<S> <C>
Before 1900................................... Actual Age + 1
1900 - 1919................................... Actual Age
1920 - 1939................................... Actual Age - 1
1940 - 1959................................... Actual Age - 2
1960 - 1979................................... Actual Age - 3
</TABLE>

Adjustments for years of birth after 1979 are made in a consistent manner.

The same procedure is followed for immediate contracts based on the net
purchase payment and the value of an annuity unit on the issue date. If more
than one Sub-Account is to be used to fund an annuity, the procedure would be
repeated for each Sub-Account and annuity payments would be the total of those
generated in each Sub-Account.

For deferred contracts annuitizing under a life annuity option during the
first three years after issuance, the accumulated value will be subject to a
sales charge. (See "How much are the deductions for sales charges under deferred
contracts?" in the Prospectus)

Upon receipt of an election to exchange all or a portion of the annuity units
of one Sub-Account for those of another, MML will determine the dollar value of
the next annuity payment from the first Sub-Account on its due date, multiply
that value by the percentage of the annuity units to be transferred and then
credit the applicant with the number of annuity units in the Sub-Account to
which the transfer is being made, which would give an equal dollar value. The
number of annuity units equal to that dollar value would then be canceled in the
original Sub-Account. Subsequent payments would reflect the changes in annuity
unit values based on the changed number of annuity units in each Sub-Account.

How the Value of the Deferred Contract is Determined

The accumulated value of the deferred contract at any time prior to the
commencement of annuity payments can be determined by multiplying the total
number of accumulation units credited to the contract in each Sub-Account by the
then current accumulation unit values in each. Each owner will be advised at
least semi-annually of the number of accumulation units credited to each
contract owned, the current accumulation unit values and the total value of each
contract. Accumulation units are valued for each day that shares of the Fund are
valued and any contract owner may at any time obtain the most recent values from
the Annuity Service Center. Any applicable sales charges for surrendering the
contract must be deducted from this accumulated value to determine the amount
that would be received upon a surrender.

How the Accumulation Unit Value is Determined

The value of an accumulation unit in each Sub-Account was set at $1.00 on the
valuation date on which funds were first placed in the Sub-Account. The value of
an accumulation unit on any subsequent valuation date is determined by
multiplying the value of an accumulation unit on the immediately preceding
valuation date by the net investment factor for the valuation period just ended.

Before describing how this net investment factor is determined, we would like
to refer you to Appendix A of this Statement of Additional Information, where an
example is given of how the factor works. The factor's purpose is essentially to
provide a means of determining the daily fluctuations of the accumulation unit
values due to the investment performance of the Fund and any charges made
against the Sub-Account. The actual determination of the net investment factor
is as follows.

At each valuation date, a net investment factor for each Sub-Account is
determined from the investment performance of the underlying Portfolio of the
Fund for the valuation period just ended. The net investment factor is
calculated by dividing (a) by (b) and then subtracting (c), where

11
<PAGE>

(a) is the net asset value per share of the Portfolio at the end of the
valuation period, plus the amount per share of any dividend or capital gain
distribution made by the Fund for the Portfolio if the ex-dividend date occurs
during the valuation period, minus the amount per Portfolio share of any
realized or unrealized capital losses, minus the reserve per Portfolio share for
taxes on realized and unrealized capital gains;

(b) is the net asset value per Portfolio share at the beginning of the
valuation period, minus the reserve per Portfolio share for taxes at the
beginning of the valuation period;

Since the net investment factor may be less than one if the combined
capital losses and deductions for any applicable taxes and daily charges exceed
the investment income and capital gains, the value of an accumulation unit on
any valuation date may be less than the value on the previous valuation date.

Distribution on Death of Contract Holder

The Deficit Reduction Act of 1984 ("DRA") requires that affected annuity
contracts issued after January 18, 1985 contain specific provisions for
distribution of the policy proceeds upon the death of the contract holder. In
order to be treated as an annuity contract for federal income tax purposes, the
Code requires that contracts provide that if the contract owner dies on or after
the retirement date and before the entire interest in the contract has been
distributed, the remaining portion must be distributed at least as rapidly as
under the method in effect on the contract owner's death. If the contract owner
dies before the retirement date, the entire interest in the contract must
generally be distributed within five (5) years after the contract owner's date
of death or be used to purchase an immediate annuity under which payments will
begin within one year of the contract owner's death and will be made for the
life of the beneficiary or for a period not extending beyond the life expectancy
of the beneficiary. If the beneficiary is the contract owner's surviving spouse,
the contract may be continued with the surviving spouse as the new contract
owner. Contracts issued after January 18, 1985, contain endorsements intended to
comply with these requirements of the Code. No regulations interpreting these
requirements of the Code have yet been issued and thus no assurance can be given
that the provisions contained in contracts issued after January 18, 1985,
satisfy all such Code requirements. The provisions contained in contracts issued
after January 18, 1985 will be reviewed and modified if necessary to assure that
they comply with the Code requirements when clarified by regulation or
otherwise.

As a result of the technical corrections to the DRA effective for
Contracts issued on or after January 19, 1985 (the effective date of the
original distribution provision under the DRA), the death of contract owner
distribution rules will not apply to annuity contracts under qualified plans,
qualified annuities, Keoghs, Tax Sheltered Annuities ("TSAs") and Individual
Retirement Annuities ("IRAs"). (However, these plans are subject to similar
required distribution rules.)

For Contracts issued on or after April 23, 1987, the following changes
apply. Where the contract owner is not an individual, the primary annuitant is
considered the holder for purposes of the rules discussed in this section. The
primary annuitant is defined as the individual, the events in whose life which
are of primary importance in affecting the timing and amount of the payout under
the Contract. In addition, when an individual is not the contract holder, a
change in the primary annuitant is treated as the death of the holder. Finally,
in the case of joint contract holders, the distribution rules will be applied at
the death of the first of the holders.

Valuing the Underlying Funds Shares

The shares of the Funds are valued at net asset value as of the end of
each Valuation Period. Each Fund's custodian provides these values daily. A
complete description of the valuation method used in valuing Fund shares may be
found in the prospectus of the respective Fund.

12
<PAGE>

Independent Accountants

The audited financial statements of Panorama Separate Account as of December 31,
1996 and for the year then ended included in this Statement of Additional
Information have been so included in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as experts
in accounting and auditing.

The audited financial statements of Panorama Separate Account for the year ended
December 31, 1995 included in this Statement of Additional Information have been
so included in reliance on the report of Arthur Andersen LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

The audited statutory financial statements of Massachusetts Mutual Life
Insurance Company as of December 31, 1996 and 1995 and for each of the three
years in the period ended December 31, 1996 included in this Statement of
Additional Information have been so included in reliance on the reports, which
include explanatory paragraphs relating to the use of statutory accounting
practices rather than generally accepted accounting principles and the change in
their opinion for the prior years presented, of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

PERFORMANCE MEASURES

MassMutual may show the performance for the Sub-Accounts Divisions of the
Separate Account in the following ways:

Standardized Average Annual Total Return
----------------------------------------

MassMutual will show the "Standardized Average Annual Total Return," formulated
as prescribed by the rules of the SEC, for each Division of the Separate
Account. The Standardized Average Annual Total Return is the effective annual
compounded rate of return that would have produced the cash redemption value
over the stated period had the performance remained constant throughout. The
calculation assumes a single $1,000 payment made at the beginning of the period
and full redemption at the end of the period. It reflects a deduction for the
sales charge, the Annual Contract Maintenance Charge and all other Fund,
Separate Account and Contract level charges except premium taxes, if any. The
Annual Contract Maintenance Charge is apportioned among the Sub-Accounts based
upon the percentages of in force Contracts investing in each of the Sub-
Accounts.

The following tables show the Standardized Average Annual Total Return for the
Sub-Accounts of the Separate Account for the period ended December 31, 1996.

1 Year 5 Years 10 Years
------- -------- ---------
<S> <C> <C> <C>
Growth Portfolio 11.78% 14.75% 14.39%
Total Return 2.03% 8.01% 9.95%
Oppenheimer Bond Portfolio - 1.09% 5.72% 7.69%
Oppenheimer Money Portfolio - 0.62% 2.63% N/A
</TABLE>

Additional Performance Measures
-------------------------------

The performance figures discussed below, are calculated on the basis of the
historical performance of the Funds.

The difference between the first set, ANNUALIZED RETURNS on Accumulation Unit
Values, and the second set, the NON-STANDARDIZED ANNUAL and AVERAGE ANNUAL TOTAL
RETURNS, is that the second set is based on specified premium patterns and
includes the deduction of the Annual Contract Maintenance Charge, whereas the
first set does not. Additional details follow.

13
<PAGE>

Accumulation Unit Values: Annualized Returns
--------------------------------------------

MassMutual will show the ANNUALIZED RETURN, or average annual change in
Accumulation Unit values, with respect to one or more periods. For one year,
the Annualized Return is the effective annual rate of return. For periods
greater than one year, the Annualized Return is the effective annual compounded
rate of return for the periods stated. Since the value of an Accumulation Unit
reflects the Separate Account and Fund expenses (see Fee Table of the Panorama
Prospectus), the Percentage Change and Annualized Returns also reflect these
expenses. However, these percentages do not reflect the Annual Contract
---
Maintenance Charge and the sales charge or premium taxes (if any), which if
included would reduce the percentages reported by MassMutual.
<TABLE>
<CAPTION>

Annualized Accumulation Unit Value Return
-----------------------------------------
For Periods Ending 12/31/96
---------------------------
Portfolio
(Inception) 1 Year 3 Years 5 Years 10 Years
----------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth (1/21/82) 18.22% 16.91% 16.48% 15.10%
Total Return (9/30/82) 9.08% 9.68% 10.71% 11.50%
Oppenheimer Bond (4/3/85) 4.03% 5.56% 6.89% 8.02%
Oppenheimer Money (4/3/85)* 4.36% 4.24% 3.66% NA
</TABLE>

*Although the Oppenheimer Money Fund commenced operations on 4/3/85, the
information necessary to calculate returns is available only for 1987 and later
years.

The NON-STANDARDIZED ANNUAL TOTAL RETURN for a Sub-Account of the Separate
Account is the effective annual rate of return that would have produced the
ending Accumulated Value of the stated one-year period.

The NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN for a Sub-Account is the
effective annual compounded rate of return that would have produced the ending
Accumulated Value over the stated period had the performance remained constant
throughout.
Note: The NON-STANDARDIZED ANNUAL TOTAL RETURN will be less than the NON-
STANDARDIZED ANNUALIZED RETURN on Accumulation Unit values for the same period
due to the effect of the Annual Contract Maintenance Charge. Additionally, the
magnitude of this difference will depend on the size of the Accumulated Value
from which the Annual Contract Maintenance Charge is deducted.

The performance figures discussed above reflect historical results of the Funds
and are not intended to indicate or to predict future performance.

Performance information for the Separate Account Divisions may be: (a) compared
to other variable annuity separate accounts or other investment products
surveyed by Lipper Analytical Services, a nationally recognized independent
reporting service or similar services that rank mutual funds and other
investment companies by overall performance, investment objectives and assets;
(b) tracked by other ratings services, companies, publications or persons who
rank separate accounts or other investment products on overall performance or
other criteria; and (c) included in data bases that can be used to produce
reports and illustrations by organizations such as CDA Wiesenberger.
Performance figures will be calculated in accordance with standardized methods
established by each reporting service.

YIELD AND EFFECTIVE YIELD

MassMutual may show yield and effective yield figures for the Money Market Sub-
Account. "Yield" refers to the income generated by an investment in the Money
Market Sub-Account over a seven-day period, which is then "annualized." That
is, the amount of income generated by the investment during that week is assumed
to be

14
<PAGE>

generated each week over a 52-week period and is shown as a percentage of the
investment. The "effective" yield is calculated similarly but, when annualized,
the income earned by an investment in the Money Market Sub-Account is assumed to
be re-invested. Therefore the effective yield will be slightly higher than the
yield because of the compounding effect of this assumed reinvestment.

These figures reflect a deduction for all Fund, Separate Account, and Contract
level charges, assuming the Contract remains in force. The figures do not
reflect the $40 Annual Contract Maintenance Charge, the contingent deferred
sales load or premium tax deductions (if any), which if included would reduce
the percentages reported.

The following table shows the 7-day Yield and Effective Yield for the Money
Market Sub-Accounts for the periods ended December 31, 1996:

Before Annual Maintenance Charge
<S> <C>
7-Day Yield:................................................3.60%
7-Day Effective Yield.......................................3.67%
</TABLE>

Annual Maintenance Charge Deduction is 0.114%

<TABLE>
<CAPTION>
After Annual Maintenance Charge
<S> <C>
7-Day Yield:................................................3.49%
7-Day Effective Yield.......................................3.55%
</TABLE>

The performance figures discussed above reflect historical results of the Funds
and are not intended to indicate or to predict future performance.

15
<PAGE>

APPENDIX

GENERAL FORMULAE

(1) Hypothetical Example of the Calculation of the Accumulation Unit Value for
a Sub-Account.

Assume that the accumulation unit value of a sub-account at the beginning
of a valuation period was $1.135000 and that the valuation period was a day.
Suppose that at the end of that day the net asset value per fund share is
$1.250000 and that there is a capital gain of $.000066 per fund share and a
capital loss per fund share of $.000003 for that day, and that the reserve per
fund share for taxes is $.000020 at the end of that day. Also assume that at the
beginning of the valuation period the net asset value per fund share was
$1.249536 and the reserve per fund share was $.000002.

The net investment factor for the sub-account for this valuation period
would be:

The accumulation unit value at the end of the valuation period would be
equal to the value at the beginning of the period ($1.135000 multiplied by
the net investment factor for the period (1.000387), which is
$1.135439.

(2) General Formulae for Computing the Amounts of the Monthly Annuity Payments
under Deferred Contracts.
<TABLE>
<CAPTION>

Number of Accumulated Value on the Maturity Date
Annuity Units = divided by 1,000 x Purchase Rate
------------------------------------------------
Annuity Unit Value on the Maturity Date
<S> <C> <C>
Annuity Unit Value = Value of Annuity Unit x Net Investment
on Preceding Factor for
Valuation Date the Preceding
Valuation Period
---------------------
1.00 plus rate of
interest
for number of days in
current Valuation
Period
at 3.5% yearly rate.

Dollar Amount of Annuity = Number of Annuity x Annuity Unit Value on
Payment Units in each Payment Date in
Sub-Account each Sub-Account

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

Assume that the accumulation value is $34,500. The annuitant is 70 years
old on the first payment date, and the date of birth is 1907. He desires a
straight life variable annuity, using one sub-account.

As described under "How are immediate contract annuity payments
determined?", the age 70 rate ($6.37/thousand) is used. It is unadjusted
for year of birth since the year of birth is between 1900 and 1919.

If the value of a sub-account annuity unit on the date of issue is
$1.100000, then the number of annuity units is 6.37 times 34.5 divided by
$1.100000 or 199.786.

16
<PAGE>

Assume that the sub-account net investment factor for the valuation period
preceding the Valuation Date at which an annuity payment is being
calculated is 1.000179. Suppose the Annuity Unit value on the preceding
Valuation Date is $1.105000. The product of the net investment factor and
this Annuity Unit value is $1.105198. This is then divided by 1.000094
which is 1.00 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 the number of Annuity Units, 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 199.786 times
$1.105094, which produces a current monthly payment of $220.78.

This process would be repeated for each sub-account if more than one were
to be used and the amounts arrived at would be totaled.

(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:

(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 ' number of monthly payments made

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:$2.00) - (30.5 x 10) x $2.05 =
(5,000 - 305) x $2.05 =
4,695 x $2.05 = $9,624.75

17
<PAGE>

Report Of Independent Accountants

To the Contract Owners of Panorama Separate Account
and the Board of Directors of Massachusetts Mutual Life Insurance Company

We have audited the statement of assets and liabilities of Panorama Separate
Account as of December 31, 1996, and the related statements of operations and
changes in net assets for the year 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 audit.

We conducted our audit 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. Our procedures included
confirmation of securities owned as of December 31, 1996, by correspondence with
the underlying investment fund. 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
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Panorama Separate Account as of
December 31, 1996, and the results of its operations and changes in its net
assets for the year then ended, in conformity with generally accepted accounting
principles.

Coopers & Lybrand L.L.P.
Springfield, Massachusetts
March 14, 1997

1
<PAGE>

Report Of Independent Public Accountants

To Panorama Separate Account of Connecticut Mutual Life Insurance Company and
to the Owners of Units of Interest Therein:

We have audited the accompanying statement of changes in net assets of Panorama
Separate Account of Connecticut Mutual Life Insurance Company for the period
ended December 31, 1995. This financial statement is the responsibility of the
Account's management. Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the changes in net assets of Panorama Separate Account of
Connecticut Mutual Life Insurance Company for the period ended December 31,
1995, in conformity with generally accepted accounting principles.

Arthur Andersen LLP

Hartford, Connecticut
February 15, 1996

<PAGE>

Panorama Separate Account

STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996

<S> <C>
ASSETS
Investments, at market (Note 3A and 3B):
Panorama Series Fund, Inc.
Total Return
390,092,726 shares (Cost $646,244,236) ................................................................... $ 745,077,104
Growth
108,495,940 shares (Cost $247,335,078) ................................................................... 323,317,902
--------------
1,068,395,006
--------------
Oppenheimer Variable Account Funds
Money
49,775,342 shares (Cost $49,775,342) ...................................................................... 49,775,342
Bond
5,902,803 shares (Cost $67,631,219) ....................................................................... 68,649,607
--------------
118,424,949
--------------
Cash .......................................................................................................... 245,378
Dividends receivable .......................................................................................... 81,831
--------------
Total assets ............................................................................................. 1,187,147,164
--------------
LIABILITIES
Due to Massachusetts Mutual Life Insurance Company ............................................................ 1,014,876
--------------
NET ASSETS .................................................................................................... $1,186,132,288
==============
<CAPTION>
Net assets consisted of : Unit Unit values Net assets
---- ----------- ----------
<S> <C> <C> <C>
Total Return
Tax-Qualified Plan Contracts 92,523,786 5.641525 $ 521,975,252
Non Tax-Qualified Plan Contracts 40,974,027 5.380456 220,458,949
Annuity Reserve Tax-Qualified Plan Contracts 228,707 5.641525 1,290,256
Annuity Reserve Non Tax-Qualified Plan Contracts 152,238 5.380456 819,110

Growth
Tax-Qualified Plan Contracts 20,751,788 10.292858 213,595,207
Non Tax-Qualified Plan Contracts 11,812,124 9.235434 109,090,092
Annuity Reserve Tax-Qualified Plan Contracts 41,094 10.292858 422,975
Annuity Reserve Non Tax-Qualified Plan Contracts 8,414 9.235434 77,707

Money Market
Tax-Qualified Plan Contracts 14,263,683 2.386915 34,046,199
Non Tax-Qualified Plan Contracts 6,442,517 2.386915 15,377,741
Annuity Reserve Tax-Qualified Plan Contracts 143,394 2.386915 342,269
Annuity Reserve Non Tax-Qualified Plan Contracts 16,375 2.386915 39,086

Bond
Tax-Qualified Plan Contracts 10,741,696 4.166877 44,759,326
Non Tax-Qualified Plan Contracts 6,038,091 3.908213 23,598,146
Annuity Reserve Tax-Qualified Plan Contracts 43,807 4.166877 182,538
Annuity Reserve Non Tax-Qualified Plan Contracts 14,696 3.908213 57,435
--------------
$1,186,132,288
==============
</TABLE>

See Notes to Financial Statements.
1
<PAGE>

Panorama Separate Account

STATEMENT OF OPERATIONS
For the Year Ended December 31, 1996

Sub-Accounts
--------------------------------------------------------------------------------------------------
Total Return Growth Money Market Income
------------ ------ --------------------------- ----------------------
Panorama Panorama Panorama Oppenheimer Panorama Oppenheimer
Total Return Growth Money Market(1) Money(2) Income(3) Bond(4)
------------ ------ --------------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income
Dividends (Note 3B)........... $ 6,376,012 $ 2,595,612 $ 1,049,496 $ 1,434,298 $ 42,888 $ 3,169,927

Expenses
Mortality and expense
risk fees (Note 4)........... 5,311,535 2,075,638 156,102 211,652 225,358 292,020
------------ ------------ ------------ ------------ ------------ ------------
Net investment income
(loss) (Note 3C)............. 1,064,477 519,974 893,394 1,222,646 (182,470) 2,877,907
------------ ------------ ------------ ------------ ------------ ------------
Net realized and unrealized
gain (loss) on investments
Net realized gain (loss)
on investments
(Notes 3B, 3C and 5)......... 18,777,130 9,904,086 -- -- (4,403,059) 69,777
Change in net unrealized
appreciation/depreciation
of investments............... 43,204,346 37,566,389 -- -- 1,897,300 1,018,389
------------ ------------ ------------ ------------ ------------ ------------
Net gain (loss) on investments 61,981,476 47,470,475 -- -- (2,505,759) 1,088,166
Net increase (decrease) in net
assets resulting from
operations................... $ 63,045,953 $ 47,990,449 $ 893,394 $ 1,222,646 $ (2,688,229) $ 3,966,073
============ ============ ============ ============ ============ ============

</TABLE>

(1) For the period 1/1/96-5/31/96, the Money Market Sub-Account invested in
shares of the Panorama Series Money Market Portfolio which has since been
liquidated.

(2) For the period 6/1/96-12/31/96, the Money Market Sub-Account invested in
shares of the Oppenheimer Money Fund.

(3) For the period 1/1/96-5/31/96, the Income Sub-Account invested in shares of
the Panorama Series Income Portfolio which has since been liquidated..

(4) For the period 6/1/96-12/31/96, the Income Sub-Account invested in shares
of the Oppenheimer Bond Fund.

See Notes to Financial Statements.
2
<PAGE>

Panorama Separate Account

STATEMENT OF CHANGES IN NET ASSETS
For the Year Ended December 31, 1996

Sub-Accounts
--------------------------------------------------------------------------------------------
Total Return Growth Money Market Income
------------ ------ ------------------------- ------------------------
Panorama Panorama Panorama Oppenheimer Panorama Oppenheimer
Total Return Growth Money Market(1) Money(2) Income(3) Bond(4)
------------ ------ --------------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net
assets
Operations:
Net investment income
(loss).................... $ 1,064,477 $ 519,974 $ 893,394 $ 1,222,646 $ (182,470) $ 2,877,907
Net realized gain (loss)
on investments............ 18,777,130 9,904,086 -- -- (4,403,059) 69,777
Change in net unrealized
appreciation/depreciation
of investments............ 43,204,346 37,566,389 -- -- 1,897,300 1,018,389
------------ ------------ ------------ ----------- ----------- -----------
Net increase (decrease)
in net assets resulting
from operations........... 63,045,953 47,990,449 893,394 1,222,646 (2,688,229) 3,966,073
------------ ------------ ------------ ----------- ----------- -----------
Capital transactions:
Net contract payments...... 44,282,826 29,342,565 4,027,322 2,404,808 2,519,006 1,720,002
Withdrawal of funds........ (61,217,274) (18,707,315) (2,940,988) (4,330,183) (5,245,363) (4,781,129)
Divisional transfers....... (9,387,095) 17,549,767 (54,002,573) 50,508,024 (72,360,622) 67,692,499
------------ ------------ ------------ ----------- ----------- -----------
Net increase (decrease)
in net assets resulting
from capital transactions. (26,321,543) 28,185,017 (52,916,239) 48,582,649 (75,086,979) 64,631,372
------------ ------------ ------------ ----------- ----------- -----------
Total increase (decrease)... 36,724,410 76,175,466 (52,022,845) 49,805,295 (77,775,208) 68,597,445

NET ASSETS, at beginning
of the year................ 707,819,157 247,010,515 52,022,845 -- 77,775,208 --
------------ ------------ ------------ ----------- ----------- -----------
NET ASSETS, at end of the
year....................... $744,543,567 $323,185,981 $ -- $49,805,295 $ -- $68,597,445
============ ============ ============ =========== =========== ===========

</TABLE>

(1) For the period 1/1/96-5/31/96, the Money Market Sub-Account invested in
shares of the Panorama Series Money Market Portfolio which has since been
liquidated..

(2) For the period 6/1/96-12/31/96, the Money Market Sub-Account invested in
shares of the Oppenheimer Money Fund.

(3) For the period 1/1/96-5/31/96, the Income Sub-Account invested in shares of
the Panorama Series Income Portfolio which has since been liquidated..

(4) For the period 6/1/96-12/31/96, the Income Sub-Account invested in shares
of the Oppenheimer Bond Fund.

See Notes to Financial Statements.
3
<PAGE>

Panorama Separate Account
STATEMENT OF CHANGES IN NET ASSETS
For the Year Ended December 31, 1995

Panorama Sub-Accounts
--------------------------------------------------------
Total Return Growth Money Market Income
------------ ------ ------------ ------
<S> <C> <C> <C> <C>
Increase (decrease) in net assets
Operations:
Net investment income..................................................... $ 44,968,246 $ 15,700,514 $ 2,411,796 $ 4,282,939
Net realized gain (loss) on investments................................... 11,298,218 5,973,183 -- (590,495)
Change in net unrealized appreciation/depreciation of investments......... 78,085,533 39,833,658 -- 8,423,527
------------ ------------ ----------- -----------
Net increase in net assets resulting from operations...................... 134,351,997 61,507,355 2,411,796 12,115,971
------------ ------------ ----------- -----------

Capital transactions:
Net contract payments*.................................................... 50,356,574 28,582,642 11,586,896 5,861,963
Withdrawal of funds*...................................................... (42,533,991) (10,005,154) (9,213,127) (8,069,952)
Divisional transfers...................................................... (1,460,267) 10,486,432 (4,509,818) (4,517,166)
------------ ------------ ----------- -----------
Net increase (decrease) in net assets resulting from capital transactions. 6,362,316 29,063,920 (2,136,049) (6,725,155)
------------ ------------ ----------- -----------
Total increase............................................................. 140,714,313 90,571,275 275,747 5,390,816
NET ASSETS, at beginning of the year....................................... 567,104,844 156,439,240 51,747,098 72,384,392
------------ ------------ ----------- -----------
NET ASSETS, at end of the year............................................. $707,819,157 $247,010,515 $52,022,845 $77,775,208

============ ============ =========== ===========

*Certain 1995 amounts have been reclassified to conform with the 1996 presentation.

</TABLE>

See Notes to Financial Statements.

4
<PAGE>

Panorama Separate Account
Notes To Financial Statements

1. HISTORY

Panorama Separate Account (the "Separate Account") was established as a
separate investment account of Connecticut Mutual Life Insurance Company
("CML"). On February 29, 1996, CML merged with and into Massachusetts
Mutual Life Insurance Company ("MassMutual"). Upon the merger, CML's
existence ceased and MassMutual became the surviving company under the name
Massachusetts Mutual Life Insurance Company. The Separate Account became a
separate account of MassMutual. The Separate Account operates as a
registered unit investment trust pursuant to the Investment Company Act of
1940 ("the 1940 Act") and the rules promulgated thereunder.

2. INVESTMENT OF THE SEPARATE ACCOUNT'S ASSETS

The Separate Account maintains four Sub-Accounts. Each Sub-Account invests
in shares of certain investment portfolios of two investment companies: the
Panorama Series Fund, Inc. ("Panorama Series") (prior to May 1, 1996
named Connecticut Mutual Financial Services Series Fund I, Inc.) and the
Oppenheimer Variable Account Funds. Panorama series is a series-type mutual
fund with two of its portfolios currently available to Panorama contract
owners: Total Return and Growth. Oppenheimer Variable Account Funds is a
series-type mutual fund with two of its portfolios currently available to
Panorama contract owners: Oppenheimer Money and Oppenheimer Bond.
OppenheimerFunds, Inc., a controlled subsidiary of MassMutual, serves as
the investment adviser for the Panorama Series and Oppenheimer Variable
Account Funds. The Panorama Series and Oppenheimer Variable Account Funds
are registered, open-end, diversified management investment companies
registered under the 1940 Act.

3. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed
consistently by the Separate Account in preparation of the financial
statements in conformity with generally accepted accounting principles.

A. Investment Valuation

The investments in Panorama Series and Oppenheimer Variable Account Funds
are each stated at market value which is the net asset value per share of
each of the respective underlying portfolios.

B. Accounting for Investments

Investment transactions are accounted for on the trade date and identified
cost is the basis followed in determining the cost of investments sold
for financial statement purposes. Dividend income is recorded on the
ex-dividend date.

C. Federal Income Taxes

Operations of the Separate Account form a part of the total operations of
MassMutual and the Separate Account is not taxed separately. MassMutual is
taxed as a life insurance company under the provisions of the 1986 Internal
Revenue Code, as amended. The Separate Account will not be taxed as a
"regulated investment company" under Subchapter M of the Internal Revenue
Code. Under existing federal law, no taxes are payable on investment income
and realized capital gains attributable to contracts which depend on the
Separate Account's investment performance. Accordingly, no provision for
federal income tax has been made. MassMutual may, however, make such a
charge in the future if an unanticipated change of current law results in a
company tax liability attributable to the Separate Account.

D. Annuity Reserves

Annuity reserves are developed by using accepted actuarial methods and are
computed using the 1971 Individual Annuity Mortality Table of the 1983
Individual Annuity Mortality Table (a), depending on the year of issue.

E. Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

5
<PAGE>

Notes To Financial Statements (Continued)

4. CHARGES

On immediate contracts (contracts in which annuity payments commence
immediately), deductions for sales charges and premium taxes, on contracts
issued to residents of certain states, are made from contract payments at
the time of purchase. This is in addition to a one-time policy fee of $70.

All deferred contracts (contracts in which annuity payments commence in the
future) are subject to the annual maintenance charge (currently $40) and the
transaction charge (currently $10.) The maintenance charge is made to cover
the administrative costs while the transaction charge is designed to offset
the costs of processing requests for transfers of the accumulated value of a
contract among sub-accounts during the accumulation period, and requests for
partial redemptions. The transaction charge may be waived if certain
withdrawal criteria are met.

For assuming mortality and expense risks, MassMutual deducts a charge equal,
on an annual basis, to .73% of the daily net asset value of the Separate
Account's assets.

5. PURCHASES AND SALES OF INVESTMENTS

Cost of Proceeds
For the Year Ended December 31, 1996 Purchases from Sales
- - ------------------------------------ --------- ----------
<S> <C> <C>
Panorama Total Return $75,657,490 $100,830,056
Panorama Growth 63,731,802 35,046,026
Panorama Money Market 11,130,933 63,179,947
Oppenheimer Money 66,154,474 16,379,132
Panorama Income 4,575,878 79,889,716
Oppenheimer Bond 77,370,351 9,808,909
</TABLE>

6. DISTRIBUTION AGREEMENTS

MML Distributors, LLC ("MML Distributors"), a wholly-owned subsidiary of
MassMutual, serves as principal underwriter of the contracts pursuant to an
underwriting and servicing agreement among MML Distributors, MassMutual and
Panorama Separate Account (prior to May 1, 1996, MML Distributors was known
as Connecticut Mutual Financial Services, LLC). MML Distributors is
registered with the Securities and Exchange Commission (the "SEC") as a
broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. (the "NASD"). MML
Distributors may enter into selling agreements with other broker-dealers who
are registered with the SEC and are members of the NASD in order to sell the
contracts.

Effective March 1, 1996, MML Investors Services, Inc. ("MMLISI") serves as
co-underwriter of the contracts pursuant to underwriting and servicing
agreements among MMLISI, MassMutual and Panorama Separate Account. MMLISI is
registered with the SEC as a broker dealer under the Securities Exchange Act
of 1934 and is a member of the NASD. Registered representatives of MMLISI
sell the contracts as authorized variable life insurance agents under
applicable state insurance laws.

Pursuant to underwriting and servicing agreements, commissions or other fees
due to registered representatives for selling and servicing the contracts are
paid by MassMutual through MML Distributors or MMLISI. MML Distributors and
MMLISI also receive compensation for their actions as underwriters of the
contracts.

6
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY FINANCIAL STATEMENTS

as of December 31, 1996 and 1995
and for the years ended December 31, 1996, 1995 and 1994

1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

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

We have audited the accompanying statutory statement of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1996 and 1995,
and the related statutory statements of income, changes in policyholders'
contingency reserves, and cash flows for each of the three years in the period
ended December 31, 1996. 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 did not audit the financial
statements of Connecticut Mutual Life Insurance Company for the year ended
December 31, 1995 or for each of the two years in the period ended December 31,
1995, which, after restatement for the 1996 pooling of interests, reflect 25% of
assets as of December 31, 1995, 26% and 26% of revenue, and 22% and 6% of net
gain from operations for the years ended December 31, 1995 and 1994,
respectively. Those statements were audited by other auditors whose report has
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.

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 and the report of the other auditors provide a
reasonable basis for our opinion.

As described in Note 1 to the financial statements, the Company prepared these
financial statements using statutory accounting 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, prior to 1996, the Department of Insurance of the State of Connecticut,
which practices differ from generally accepted accounting principles. The
effects on the financial statements of the variances between the statutory basis
of accounting and generally accepted accounting principles, although not
determinable at this time, are presumed to be material.

In our report dated February 5, 1996, we expressed our opinion that the 1995 and
1994 financial statements, prepared using statutory accounting practices,
presented fairly, in all material respects, the financial position of the
Massachusetts Mutual Life Insurance Company as of December 31, 1995, and the
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1995 in conformity with generally accepted accounting
principles ("GAAP"). As described in Note 1 to the financial statements,
financial statements of mutual life insurance enterprises issued or reissued
after 1996, and prepared in accordance with statutory accounting principles, are
no longer considered to be presentations in conformity with GAAP. Accordingly,
our present opinion on the 1995 and 1994 statutory financial statements as
presented herein is different from that expressed in our previous report.

In our opinion, because of the effects of the matter discussed in the third
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of Massachusetts Mutual Life Insurance Company at December 31, 1996 and 1995,
and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 1996.

In our opinion, based upon our audits and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Massachusetts Mutual Life Insurance Company at
December 31, 1996 and 1995, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1996, on the
statutory basis of accounting described in Note 1.

Coopers & Lybrand L.L.P
Independent Accountants

Springfield, Massachusetts
February 7, 1997

2
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31,

1996 1995
---------- -------
(In Millions)
<S> <C> <C>
Assets:

Bonds $25,255.0 $23,625.1
Common stocks 336.6 416.1
Mortgage loans 3,897.1 3,908.2
Real estate 1,840.9 1,652.6
Other investments 1,425.6 1,489.9
Policy loans 4,752.3 4,518.4
Cash and short-term investments 1,075.4 2,342.8
Investment and insurance amounts receivable 1,102.4 1,059.3
Separate account assets 13,563.5 11,309.5
Other assets 97.9 174.6
--------- ---------

$53,346.7 $50,496.5
========= =========
</TABLE>

See notes to statutory financial statements.

3
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF FINANCIAL POSITION, continued
<TABLE>
<CAPTION>
December 31,

1996 1995
-------- --------
(In Millions)
<S> <C> <C>
Liabilities:

Policyholders' reserves and funds $33,341.5 $32,893.1
Policyholders' dividends 885.3 832.6
Policy claims and other benefits 373.8 395.5
Federal income taxes 440.7 338.5
Asset valuation reserve 689.2 566.8
Investment reserves 208.4 188.4
Separate account reserves and liabilities 13,563.1 11,309.6
Amounts due on investments purchased and
other liabilities 1,206.1 1,371.1
---------- ----------

50,708.1 47,895.6

Policyholders' contingency reserves 2,638.6 2,600.9
---------- ----------

$53,346.7 $50,496.5
========== ==========
</TABLE>

See notes to statutory financial statements.

4
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF INCOME

<TABLE>
<CAPTION>
Years ended December 31,

1996 1995 1994
--------- --------- ---------
(In Millions)
<S> <C> <C> <C>
Income:

Premium income $6,328.6 $5,727.7 $6,177.2
Net investment and other income 2,861.1 2,898.4 2,803.1
-------- -------- --------

9,189.7 8,626.1 8,980.3
-------- -------- --------

Benefits and expenses:

Policy benefits and payments 6,048.2 5,152.2 5,449.6
Addition to policyholders' reserves and funds 854.7 1,205.4 1,263.2
Commissions and operating expenses 763.5 833.7 959.3
State taxes, licenses and fees 96.4 89.4 105.6
Merger restructuring costs 66.1 44.0 -
-------- -------- --------

7,828.9 7,324.7 7,777.7
-------- -------- --------

Net gain before federal income taxes and dividends 1,360.8 1,301.4 1,202.6

Federal income taxes 276.7 206.2 139.7
-------- -------- --------

Net gain from operations before dividends 1,084.1 1,095.2 1,062.9

Dividends to policyholders 859.9 819.0 824.7
-------- -------- --------

Net gain from operations 224.2 276.2 238.2

Net realized capital gain (loss) 40.3 (85.8) (164.3)
-------- -------- --------

Net income $ 264.5 $ 190.4 $ 73.9
======== ======== ========

</TABLE>

See notes to statutory financial statements.

5
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF CHANGES
IN POLICYHOLDERS' CONTINGENCY RESERVES

<TABLE>
<CAPTION>
Years ended December 31,

1996 1995 1994
-------- -------- --------
(In Millions)
<S> <C> <C> <C>
Policyholders' contingency reserves, beginning of year $2,600.9 $2,569.1 $2,470.2
-------- -------- --------

Increases (decreases) due to:
Net income 264.5 190.4 73.9
Net unrealized capital gain (loss) (1.7) 88.7 29.5
Merger restructuring costs, net of tax - (45.4) -
Surplus notes - - 100.0
Change in asset valuation and investment reserves (142.4) (75.6) (38.2)
Change in valuation bases of policyholders' reserves (72.2) (108.2) (51.1)
Change in accounting for mortgage backed securities - 44.5
Change in non-admitted assets and other (10.5) (18.1) (59.7)
-------- -------- --------

37.7 31.8 98.9
-------- -------- --------

Policyholders' contingency reserves, end of year $2,638.6 $2,600.9 $2,569.1
======== ======== ========
</TABLE>

See notes to statutory financial statements.

6
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December 31,

1996 1995 1994
---------- ---------- ----------
(In Millions)
<S> <C> <C> <C>
Operating activities:
Net income $ 264.5 $ 190.4 $ 73.9
Addition to policyholders' reserves and funds,
net of transfers to separate accounts 426.7 575.8 546.9
Net realized capital (gain) loss (40.3) 85.8 164.3
Other changes (232.8) (25.2) 124.2
---------- ---------- ----------

Net cash provided by operating activities 418.1 826.8 909.3
---------- ---------- ----------

Investing activities:
Purchases of investments and loans (10,171.5) (10,364.2) (8,351.6)
Sales or maturities of investments and receipts
from repayment of loans 8,539.3 9,671.1 7,468.7
---------- ---------- ----------

Net cash used in investing activities (1,632.2) (693.1) (882.9)
---------- ---------- ----------

Financing activities:
Issuance of surplus notes - - 100.0
Repayments of long-term debt (53.3) (46.4) (125.0)
---------- ---------- ----------

Net cash used by financing activities (53.3) (46.4) (25.0)
---------- ---------- ----------

Increase (decrease) in cash and short-term investments (1,267.4) 87.3 1.4

Cash and short-term investments, beginning of year 2,342.8 2,255.5 2,254.1
---------- ---------- ----------

Cash and short-term investments, end of year $ 1,075.4 $ 2,342.8 $ 2,255.5
---------- ---------- ----------

</TABLE>

See notes to statutory financial statements.

7
<PAGE>

NOTES TO STATUTORY 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 income products
distributed primarily through career agents. The Company also provides a wide
range of pension products and services, as well as 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. This merger was
accounted for under the pooling of interests method of accounting. For the
purposes of this presentation, these financial statements reflect historical
amounts giving retroactive effect as if the merger had occurred on January 1,
1994 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, prior to the
merger, the Department of Insurance of the State of Connecticut. In 1996,
merger-related expenses totaling $66.1 million were recorded in the Statutory
Statement of Income. In 1995, merger-related expenses incurred by Massachusetts
Mutual (the Company prior to the merger) of $44.0 million, were recorded in the
statutory statement of income and the expenses incurred by Connecticut Mutual of
$45.4 million, net of tax, were recorded as a component of changes in
policyholders' contingency reserves, as permitted by each company's regulatory
authority. On the merger date, policyholder reserves attributable to disability
income contracts were strengthened by $75.0 million, investment reserves for
real estate were increased by $49.8 million and net prepaid pension assets were
increased by $10.4 million. The separate results of each company prior to the
merger for the year ended December 31, 1995, are as follows: (a) income was
$6,443.8 million for Massachusetts Mutual and $2,182.3 million for Connecticut
Mutual; (b) net income was $160.7 million for Massachusetts Mutual and $29.6
million for Connecticut Mutual and (c) policyholders' contingency reserves
increased by $143.7 million for Massachusetts Mutual and decreased by $112.0
million for Connecticut Mutual.

On March 31, 1996, the Company sold MassMutual Holding Company Two, Inc., a
wholly-owned subsidiary, and its subsidiaries, including Mirus Life Insurance
Company (formerly the MML Pension Insurance Company; currently doing business as
"UniCARE"), which comprised the Company's group life and health business, to
WellPoint Health Networks, Inc. The Company received total consideration of
$402.2 million ($340.0 million in cash and $62.2 million in notes receivable)
and recognized a before tax gain of $187.9 million. The Company, pursuant to a
1994 reinsurance agreement, cedes its group life, accident and health business
to UniCARE. The Company's investment in MassMutual Holding Company Two, Inc.
amounted to $187.8 million at December 31, 1995; its gain from operations
reflected a $41 million dividend in 1995. Additionally, this investment
produced an unrealized gain of $13.9 million in 1995 and an unrealized loss of
$12.6 million in 1994.

1. Summary of Accounting Practices

The accompanying statutory 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, prior
to the merger, The Department of Insurance of the State of Connecticut
("statutory accounting practices"), which practices were also considered to
be in conformity with generally accepted accounting principles ("GAAP"). In
1993, the Financial Accounting Standards Board ("FASB") issued interpretation
No. 40 ("Fin. 40"), "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises", which clarified
that mutual life insurance companies issuing financial statements described
as prepared in conformity with GAAP after 1995 are required to apply all
applicable GAAP pronouncements in preparing those financial statements. In
January 1995, the FASB issued Statement No. 120 ("SFAS 120"), Accounting and
Reporting by Mutual Life Insurance Enterprises and by Insurance Enterprises
for Certain Long-Duration Participating Contracts," which among other things,
extended the applicability of certain FASB statements to mutual life
insurance companies and deferred the effective date of Fin. 40 to financial

8
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

statements issued or reissued after 1996. As required by generally accepted
auditing standards, the opinion expressed by our independent accountants on
the 1995 and 1994 financial statements is different from that expressed in
their previous report.

The accompanying statutory financial statements are different in some
respects from GAAP financial statements. The more significant differences
are as follows: (a) acquisition costs, such as commissions and other costs
in connection with acquiring new business, are charged to current operations
as incurred, whereas GAAP would require these expenses to be capitalized and
recognized over the life of the policies; (b) policy reserves are based upon
statutory mortality and interest requirements without consideration of
withdrawals, whereas GAAP reserves would be based upon reasonably
conservative estimates of mortality, morbidity, interest and withdrawals; (c)
bonds are generally carried at amortized cost whereas GAAP would value bonds
at fair value and (d) deferred income taxes are not provided for book-tax
timing differences whereas GAAP would record deferred income taxes.
Management has not yet completed GAAP financial statements, but believes that
policyholders' contingency reserves based upon GAAP will be higher than
policyholders' contingency reserves based upon statutory accounting
practices.

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 these 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.

As promulgated by the National Association of Insurance Commissioners,
the Company 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 as of December 31, 1994, was
recorded as an increase to policyholders' contingency reserves on the
Statutory Statement of Financial Position and had no material effect on
1996 or 1995 net income. Through December 31, 1994, premium and discount
on bonds were amortized into investment income over the stated lives of
the securities.

Mortgage loans are valued at principal less unamortized discount. Real
estate is valued at cost less accumulated depreciation, impairments and
mortgage encumbrances. Encumbrances totaled $27.3 million in 1996 and
$3.0 million in 1995. 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.

9
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

Investments in unconsolidated subsidiaries, joint ventures and other forms
of partnerships are included in other investments on the Statutory
Statement of Financial Position and are accounted for using the equity
method.
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 and permitted by the
Division of Insurance, 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 $77.1 million in 1996, $130.7 million
in 1995, and net realized after tax capital losses of $152.6 million in
1994 were charged to the Interest Maintenance Reserve. Amortization of the
Interest Maintenance Reserve into net investment income amounted to $26.9
million in 1996, $5.0 million in 1995, and $45.8 million in 1994. In 1994,
the 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 marketable securities reported at fair value.
Premiums, benefits and expenses of the separate accounts are reported in
the Statutory Statement of Income. The Company receives administrative and
investment advisory fees from these accounts.

c. Non-admitted Assets
Assets designated as "non-admitted" (principally certain fixed assets,
receivables and Interest Maintenance Reserve, when in a net loss deferral
position) are excluded from the Statutory 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 principally at interest rates ranging
from 2.25 to 11.25 percent. Reserves for policies and contracts considered
investment contracts have a carrying value of $9,073.8 million (fair value
of $9,324.6 million as determined by discounted cash flow projections).
Accident and health policy reserves are generally calculated using the

10
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

two-year preliminary term, net level premium and fixed net premium
methods and various morbidity tables.

During 1996, 1995 and 1994, the Company changed its valuation basis for
certain disability income contracts. The effects of these changes, $75.0
million in 1996, $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
Life insurance premium revenue is recognized annually on the anniversary
date of the policy. Annuity premium is recognized when received. Accident
and health premiums are recognized as revenue when due. 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 Statutory Statement of Cash Flows, the Company
considers all highly liquid investments purchased with a maturity of
twelve months or less to be short-term investments.

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 was approved and paid in
1996 and 1995, and interest of $22.8 million was approved and paid in
1994.

11
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

The proceeds of the notes, less a $32.2 million reserve in 1996 and a $35
million reserve in 1995 and 1994 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 Division of Insurance, are included in
investment reserves on the Statutory Statement of Financial Position.

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 merger. These
plans, which were managed separately, reflect different assumptions for 1995.
Employees previously covered by the Connecticut Mutual pension 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 previously
employed by Connecticut Mutual; the other includes all other eligible
employees. 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 $97.2 million and $37.7 million in 1996 and 1995, respectively.
In 1995, a pension asset of $70.9 million associated with the Connecticut
Mutual plan was non-admitted in the financial statements, in accordance
with Connecticut insurance regulations. On the merger date, the accounting
for Connecticut Mutual pension plans was conformed to the Massachusetts
Mutual policy of recording pension plan assets and liabilities, resulting
in a $10.4 million increase in policyholders' contingency reserves.
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, 1996 and 1995. The assets of the plans 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>

1996 1995
-------- ------
<S> <C> <C>
(In Millions)

Accumulated benefit obligation $ 611.5 $537.5
Vested benefit obligation 606.5 525.7
Projected benefit obligation 665.5 622.5
Plan assets at fair value 1,021.7 941.3
</TABLE>

The following assumptions 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 - 1996 7.75% 7.75%
Discount rate - 1995 7.50 7.75
Increase in future compensation levels 5.00 5.00
Long-term rate of return on assets 10.00 9.00

</TABLE>

12
<PAGE>

As a result of the sale of Mirus Life Insurance Company, there was a
significant reduction in plan participants which resulted in recognition of
a pension plan curtailment gain of $15.3 million in 1996.

The Company also has defined contribution plans for employees and agents.
The expense credited to operations for all pension plans is $32.7 million
in 1996, $10.9 million in 1995 and $5.0 million in 1994.

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 life and health benefit costs, requiring these
benefits to be accounted for using the accrual method for employees and
agents eligible to retire and current retirees.

The following rates were used in determining the accumulated postretirement
benefit liability.
<TABLE>
<CAPTION>

MassMutual Connecticut Mutual
Plan Plan
----------- -----------
<S> <C> <C>

Discount rate - 1996 7.75% 7.75%
Discount rate - 1995 7.50 8.50
Assumed increases in medical cost
rates in the first year 7.25 11.00
declining to 5.25 6.00
within 5 years 5 years
</TABLE>

The initial transition obligation of $137.9 million is being amortized over
twenty years through 2012. At December 31, 1996 and 1995, the net unfunded
accumulated benefit obligation was $124.1 million and $109.2 million,
respectively, for employees and agents eligible to retire or currently
retired and $33.8 million and $42.7 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 $23.0 million in 1996.

As a result of the sale of Mirus Life Insurance Company, there was a
significant reduction in plan participants which resulted in recognition of
a life and health plan curtailment loss of $13.9 million in 1996.

The expense for 1996, 1995 and 1994 was $17.6 million, $22.9 million, and
$19.8 million, respectively. A one percent increase in the annual assumed
increase in medical cost rates would increase the 1996 accumulated
postretirement benefit liability and benefit expense by $9.9 million and
$1.5 million, respectively.

4. Related Party Transactions

Pursuant to two 1994 reinsurance agreements with Mirus Life Insurance Company
(Mirus) whereby the Company assumed all of the single premium immediate
annuity business written by Mirus and ceded all of its group life, accident
and health business to Mirus. A gain from operations of this business was
reflected in 1995 as a $41 million dividend received from Mirus, which was
recorded as net investment income on the Statutory Statement of Income. As
previously discussed, on March 31, 1996, the Company sold MassMutual

13
<PAGE>
NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

Holding Company Two, Inc. a wholly-owned subsidiary, and its subsidiaries,
including Mirus Life Insurance Company to WellPoint Health Networks, Inc.

The Company has a modified coinsurance quota-share reinsurance agreement with
a wholly-owned subsidiary, C.M. Life Insurance Company, whereby the Company
assumes 50% of the premiums on certain universal life policies issued by C.M.
Life in 1985 and 75% of the premiums with issue dates on or after January 1,
1986. The Company pays a stipulated expense allowance, death and surrender
benefits, and a modified coinsurance adjustment. Reserves for payment of
future benefits are retained by C.M. Life.

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.

The Internal Revenue Service has completed examining the Company's income tax
returns through the year 1992 for Massachusetts Mutual and 1991 for
Connecticut Mutual, and is currently examining Connecticut Mutual for the
years 1992 through 1995. 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
1996 and 1995. The Company records the estimated effects of anticipated
revisions in the Statutory Statement of Income.

The Company plans to file its 1996 federal income tax return on a
consolidated basis with its life and non-life affiliates. The Company and
its 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.

The Company made federal tax payments of $330.7 million in 1996, $147.3
million in 1995 and has a credit of $9.9 million in 1994. At December 31,
1996 and 1995, the Company established a liability for federal income taxes
of $440.7 million and $338.6 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.
In the normal course of business, the Company enters into commitments to
purchase privately placed bonds and to issue mortgage loans.

14
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

a. Bonds

The carrying value and estimated fair value of bonds are as follows:
<TABLE>
<CAPTION>

December 31, 1996
---------------------------------------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
(In Millions)

U. S. Treasury Securities $ 8,042.6 $ 344.0 $ 56.3 $ 8,330.3
and Obligations of U. S.
Government Corporations
and Agencies
Debt Securities issued by 95.2 10.2 .5 104.9
Foreign Governments
Mortgage-backed securities 3,969.7 125.5 43.3 4,051.9
State and local governments 173.2 13.1 2.1 184.2
Industrial securities 11,675.2 528.0 133.3 12,069.9
Utilities 975.0 87.0 18.5 1,043.5
Affiliates 324.1 4.3 3.5 324.9
--------- -------- ------ ---------
TOTAL $25,255.0 $1,112.1 $257.5 $26,109.6
========= ======== ====== =========

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 $ 9,391.5 $ 837.0 $ 43.3 $10,185.2
and Obligations of U. S.
Government Corporations
and Agencies
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 152.0 4.4 1.2 155.2
--------- -------- ------ ---------
TOTAL $23,625.1 $1,976.0 $114.8 $25,486.3
========= ======== ====== =========
</TABLE>

15
<PAGE>

The carrying value and estimated fair value of bonds at December 31, 1996
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 $ 680.0 $ 684.8
Due after one year through five years 5,128.8 5,219.7
Due after five years through ten years 6,879.6 7,112.6
Due after ten years 5,195.4 5,496.1
--------- ---------
17,883.8 18,513.2
Mortgage-backed securities, including securities
guaranteed by the U.S. Government 7,371.2 7,596.4
--------- ---------

TOTAL $25,255.0 $26,109.6
========= =========
</TABLE>

Proceeds from sales of investments in bonds were $6,390.7 during 1996,
$8,068.8 million during 1995 and $5,624.1 million during 1994. Gross
capital gains of $188.8 million in 1996, $255.5 million in 1995 and $100.3
million in 1994 and gross capital losses of $79.9 million in 1996, $67.1
million in 1995 and $195.8 million in 1994 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 $150.8 million in 1996
and $87.9 million in 1995, 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 $249.2 million in
1996 and $350.5 million in 1995.

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.

d. Other
The carrying value of investments which were non-income producing for the
preceding twelve months was $23.1 million and $113.9 million at December
31, 1996 and 1995, respectively. The Company had restructured loans with
book values of $383.5 million, and $415.0 million at December 31, 1996 and
1995, 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 $2.2 million in 1996, $2.5 million in
1995 and $2.2 million in 1994. The Company made voluntary contributions to
the Asset Valuation Reserve of $6.8 million and $52.7 million in 1996 and
1994, respectively. No additional voluntary contribution to the Asset
Valuation Reserve was made in 1995.

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

16
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

7. Portfolio Risk Management
The Company manages its investment risks primarily to reduce interest rate
and duration imbalances determined in asset/liability analyses. The fair
values of instruments described below, 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 enters into financial futures contracts for the purpose of
managing interest rate exposure. 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, 1996, 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
an exchange, at specified intervals, between streams of variable rate and
fixed rate interest payments calculated by reference to an agreed-upon
notional principal amount. Net amounts receivable and payable are accrued
as adjustments to interest income and included in investment and insurance
amounts receivable on the Statutory Statement of Financial Position. Gains
and losses realized on the termination of contracts are amortized through the
Interest Maintenance Reserve over the remaining life of the associated
contract. At December 31, 1996 and 1995, the Company had swaps with notional
amounts of $2,239.5 million and $1,819.8 million, respectively. The fair
values of these instruments were $20.7 million at December 31, 1996 and $9.2
million at December 31, 1995.

Options grant the purchaser the right to buy or sell a security or enter into
a derivative transaction at a stated price within a stated period. The
Company's option contracts have terms of up to fifteen years. The amounts
paid for options purchased are included in other investments on the Statutory
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, 1996 and 1995, the Company had option contracts with notional
amounts of $1,928.4 million and $1,819.8 million, respectively. The
Company's credit risk exposure was limited to the unamortized costs of $18.1
million and $21.7 million, which had fair values of $19.2 million and $63.5
million at December 31, 1996 and 1995, 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 Statutory Statement of Financial Position. Amounts receivable and
payable are accrued as adjustments to interest income and included in the
Statutory 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, 1996 and 1995, the company had agreements with
notional amounts of $3,859.6 million and $3,366.3 million, respectively. The
Company's credit risk

17
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

exposure on these agreements is limited to the unamortized costs of $22.0
million and $14.0 million at December 31, 1996 and 1995, respectively. The
fair values of these instruments were $15.2 million and $30.8 million at
December 31, 1996 and 1995, 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 $364.7 million and $333.7 million at December 31, 1996 and 1995,
respectively. The fair values of these instruments were an unrecognized gain
of $7.8 million at December 31, 1996 and $12.2 million at December 31, 1995.

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,
1996 and 1995, the Company had U. S. Treasury purchase commitments which will
settle during the following year with contractual amounts of $1,639.4 million
and $292.4 million and fair values of $1,627.4 million and $298.8 million,
respectively.

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 $53.9 million and $86.9 million at December 31, 1996
and 1995, respectively. The Company monitors exposure to ensure
counterparties are credit worthy and concentration of exposure is minimized.
Additionally, contingent collateral positions have been obtained with
counterparties when considered prudent.

8. Reinsurance
The Company cedes all of its group life and health business to UniCARE and
has other reinsurance agreements with other insurance companies in the normal
course of business. Premiums, benefits to policyholders and provisions for
future benefits are stated net of reinsurance. The Company remains liable to
the insured for the payment of benefits if the reinsurer cannot meet its
obligations under the reinsurance agreements. Premiums ceded were $793.5
million in 1996, $904.1 million in 1995 and $151.4 million in 1994.

9. Liquidity
The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1996 are illustrated below:

(In Millions)
<S> <C> <C>
Total policyholders' reserves and funds and
separate account liabilities $ 47,148
Not subject to discretionary withdrawal (6,010)
Policy loans (4,752)
--------
Subject to discretionary withdrawal $ 36,386
--------

Total invested assets, including separate
investment accounts $ 52,146
Policy loans and other invested assets (13,458)
--------
Readily marketable investments $ 38,688
--------
</TABLE>

18
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

10. 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 1996 and 1995, the Company elected not to admit $15.3 million and
$17.6 million, respectively, 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.

11. Reclassifications
Certain 1995 and 1994 amounts have been reclassified to conform with the
current year presentation.

12. Subsidiaries and Affiliated Companies
Summary of ownership and relationship of the Company and its subsidiaries and
affiliated companies as of December 31, 1996 is illustrated below. The Company
provides management or advisory services to these companies. Subsidiaries are
wholly-owned, except as noted.

19
<PAGE>

NOTES TO STATUTARY FINANCIAL STATEMENTS, Continued

Parent
- - ------
Massachusetts Mutual Life Insurance Company

Subsidiaries of Massachusetts Mutual Life Insurance Company
- - -----------------------------------------------------------
C.M. Assurance Company
C.M. Benefit Insurance Company
C.M. Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc. (Sold in March 1996)
MassMutual of Ireland, Limited
MML Bay State Life Insurance Company
MML Distributors, LLC

Subsidiaries of MassMutual Holding Company
------------------------------------------
GR Phelps, Inc.
MassMutual Holding Trust I
MassMutual Holding Trust II
MassMutual Holding MSC, Inc.
MassMutual International, Inc.
MassMutual Reinsurance Bermuda (Sold in December 1996)
MML Investor Services, Inc.
State House One (Liquidated in December 1996)

Subsidiaries of MassMutual Holding Trust I
------------------------------------------
Antares Leveraged Capital Corporation
Charter Oak Capital Management, Inc.
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation
Oppenheimer Acquisition Corporation - 86.15%

Subsidiaries of MassMutual Holding Trust II
-------------------------------------------
CM Advantage, Inc.
CM International, Inc.
CM Property Management, Inc.
High Yield Management, Inc.
MMHC Investments, Inc.
MML Realty Management
Urban Properties, Inc.
Westheimer 335 Suites, Inc.

Subsidiaries of MassMutual International
----------------------------------------
Compensa de Seguros de Vida S.A. - 33.5%
MassLife Seguros de Vida (Argentina) S. A.
MassMutual International (Bermuda) Ltd.
Mass Seguros de Vida (Chile) S. A. - 33.5%
MassMutual International (Luxemburg) S. A.

MassMutual Holding MSC, Incorporated
------------------------------------
MassMutual/Carlson CBO N. V. - 50%
MassMutual Corporate Value Limited - 46%

20
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

Affiliates of Massachusetts Mutual Life Insurance Company
- - ---------------------------------------------------------
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund

21
<PAGE>

NOTES TO STATUTORY FINANCIAL STATEMENTS, Continued

22
<PAGE>

OTHER INFORMATION

Item 24. Financial Statements and Exhibits
---------------------------------

a. Financial Statements

Financial Statements Included in Part A
---------------------------------------

Condensed Financial Information

Financial Statements Included in Part B
---------------------------------------

The Registrant
--------------

Reports of Independent Accountants.
Statement of Net Assets as of December 31, 1996.
Statement of Operations for the year ended December 31, 1996.
Statements of Changes in Net Assets for the years ended
December 31, 1996 and 1995.
Notes to Financial Statements.

The Depositor
-------------

Report of Independent Accountants.
Statutory Statement of Financial Position as of
December 31, 1996 and 1995.
Statutory Statement of Income for the Years Ended
December 31, 1996, 1995 and 1994.
Statutory Statement of Changes in Policyholders' Contingency Reserves
for the Years Ended December 31, 1996, 1995 and 1994.
Statutory Statement of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994.
Notes to Statutory 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)

2. Not Applicable.

3(a). Form of Principal Underwriting Agreement between CML and
Connecticut Mutual Financial Services, LLC. (3)
3(b). Form of agreements between Connecticut Mutual Financial Services,
LLC and various selling broker-dealers. (4)
3(c). Form of Underwriting and Servicing Agreement between the Company
and MML Investors Services, Inc. (2)
4(a). Individual Deferred Variable Annuity Contract. (5)
4(b). Individual Immediate Variable Annuity Contract. (6)
5. Application form(s). (7)
6(a). Articles of Incorporation of the Company. (2)
6(b). Amended and Restated Bylaws of the Company. (2)
7. Not Applicable.
8(a). Participation Agreement between CML and Connecticut Mutual
Financial Services Series Fund I, Inc. (8)
8(b). Participation Agreement between CML and Oppenheimer Variable
Account Funds. (9)
9. Opinion and Consent of Counsel. (2)
10(a). Consent of Coopers & Lybrand L.L.P. Independent Accountants (9)
10(b). Consent of Arthur Andersen LLP Independent Accountants (9)
10(c). Powers of Attorney. (9)
11. Not Applicable.

23
<PAGE>

12. Not Applicable.
13. Schedule of Computation of Performance (9)
14 Financial Data Schedule (9)

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

(1) Incorporated by Reference to Exhibit 1(a) of Registrant's Form N-8B-2
filed on June 26, 1981 (File No. 811-3215).

(2) Incorporated by Reference to Registrant's Initial Registration Statement
(333-01363) filed March 1, 1996.

(3) Incorporated by Reference to Exhibit 3(a) of Registrant's Form N-8B-2
filed on June 26, 1981 (File No. 811-3215).

(4) Incorporated by Reference to Exhibit 3(b) of Registrant's Form N-8B-2
filed on June 26, 1981 (File No. 811-3215).

(5) Incorporated by Reference to Exhibit 5(B) to Amendment No. 1 to
Registrant's Form N-8B-2 filed on January 5, 1982 (File No. 811-3215).

(6) Incorporated by Reference to Exhibit 5(A) to Amendment No. 1 to
Registrant's Form N-8B-2 filed on January 5, 1982 (File No. 811-3215).

(7) Incorporated by Reference to Exhibit 10 to Amendment No. 1 to
Registrant's Form N-8B-2 filed on January 5, 1982 (File No. 811-3215).

(8) Incorporated by Reference to Exhibit 9(A) to Amendment No. 1 to
Registrant's Form N-8B-2 filed on January 5, 1982 (File No. 811-3215).

(9) Filed herewith.

24
<PAGE>

Item 25.
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------
Name and Position Principal Occupation(s) During Past Five Years
- - -----------------------------------------------------------------------------------------------------
<S> <C>
Roger G. Ackerman, Director Chairman and Chief Executive Officer, Corning,
Inc., since 1996, President and Chief Operating
Officer 1990-1996.
- - -----------------------------------------------------------------------------------------------------
James R. Birle, Director President and Founder, Resolute Partners, LLC,
since 1994; General Partner, Blackstone Group,
1988-1994.
- - -----------------------------------------------------------------------------------------------------
Frank C. Carlucci, III, Director Chairman, The Carlyle Group, Inc., since 1989.
- - -----------------------------------------------------------------------------------------------------
Gene Chao, Director Chairman, President and CEO, Computer Projections,
Inc. since 1991.
- - -----------------------------------------------------------------------------------------------------
Patricia Diaz Dennis, Director Senior Vice President and Assistant General
Counsel, SBC Communications Inc. since 1995;
Special Counsel, Sullivan & Cromwell, 1993-1995;
Assistant Secretary of State for Human Rights and
Humanitarian Affairs, U.S. Department of State,
1992-1993.
- - -----------------------------------------------------------------------------------------------------
Anthony Downs, Director Senior Fellow, The Brookings Institution, since
1977.
- - -----------------------------------------------------------------------------------------------------
James L. Dunlap, Director President and Chief Operating Officer, United
Meridian Corporation, since 1996; Senior Vice
President, Texaco, Inc. 1987-1996.
- - -----------------------------------------------------------------------------------------------------
William B. Ellis, Director Senior Fellow, Yale University School of Forestry
and Environmental Studies, since 1995; Chairman
and Chief Executive Officer, Northeast Utilities,
1983-1995.
- - -----------------------------------------------------------------------------------------------------
Robert M. Furek, Director President and Chief Executive Officer, Heublein,
Inc., 1987-1996.
- - -----------------------------------------------------------------------------------------------------
Charles K. Gifford, Director Chief Executive Officer, First National Bank of
Boston and The Bank of Boston Corporation, since
1996, Chairman, President and CEO 1995-1996,
President and CEO 1989-1995.
- - -----------------------------------------------------------------------------------------------------
William N. Griggs, Director Managing Director, Griggs & Santow, Inc., since
1983.
- - -----------------------------------------------------------------------------------------------------
George B. Harvey, Director Chairman, President and CEO, Pitney Bowes,
1983-1996.
- - -----------------------------------------------------------------------------------------------------
Barbara B. Hauptfuhrer, Director Director of various corporations, since 1972.
- - -----------------------------------------------------------------------------------------------------
Sheldon B. Lubar, Director Chairman, Lubar & Co. Incorporated, since 1977.
- - -----------------------------------------------------------------------------------------------------
William B. Marx, Jr., Director Senior Executive Vice President, Lucent
Technologies 1996-1996; Executive Vice President
and CEO Multimedia Products Group, AT&T,
1994-1996; Executive Vice President and CEO,
Network Systems Group, 1993-1994; Group Executive
and President, AT&T Network Systems, 1989-1993.
- - ------------------------------------------------------------------------------------------------------
John F. Maypole, Director Managing Partner, Peach State Real Estate Holding
Company, since 1984.
- - ------------------------------------------------------------------------------------------------------
Donald F. McCullough, Director Retired Chairman and Chief Executive Officer,
Collins & Aikman Corp., since 1988.
- - ------------------------------------------------------------------------------------------------------
John J. Pajak, Director, President and Chief President and Chief Operating Officer, MassMutual,
Operating Officer since 1996, Vice Chairman and Chief Administrative
Officer, 1996-1996, Executive Vice President,
1987-1996.
- - ------------------------------------------------------------------------------------------------------
Thomas B. Wheeler, Director, Chairman Chairman and Chief Executive Officer, MassMutual,
and Chief Executive Officer since 1996, President and Chief Executive Officer,
1988-1996.
- - ------------------------------------------------------------------------------------------------------
Alfred M. Zeien, Director Chairman and Chief Executive Officer, The Gillette
Company, since 1991.
- - ------------------------------------------------------------------------------------------------------
Executive Vice Presidents:
- - ------------------------------------------------------------------------------------------------------
Lawrence V. Burkett, Jr. Executive Vice President and General Counsel,
MassMutual, since 1993, Senior Vice President and
Deputy General Counsel 1992-1993.
- - ------------------------------------------------------------------------------------------------------
John B. Davies Executive Vice President, MassMutual, since 1994;
Associate Executive Vice President 1994-1994;
General Agent, 1982-1993.
- - ------------------------------------------------------------------------------------------------------
Daniel J. Fitzgerald Executive Vice President, Corporate Financial
Operations, MassMutual, since 1994, Senior Vice
President, 1991-1994.
- - ------------------------------------------------------------------------------------------------------
John M. Naughton Executive Vice President, MassMutual, 1984-1997.
- - ------------------------------------------------------------------------------------------------------
John V. Murphy Executive Vice President, MassMutual, since 1997,
Executive Vice President and Chief Operating
Officer, David L. Babson & Co., Inc., 1995-1997;
Chief Operating Officer, Concert Capital
Management, Inc., 1993-1995; Senior Vice President
and Chief Financial Officer, Liberty Financial
Companies, 1977-1993.
- - ------------------------------------------------------------------------------------------------------
Gary E. Wendlandt Executive Vice President and Chief Investment
Officer, MassMutual, since 1993, Executive Vice
President, 1992-1993, Senior Vice President,
1983-1992.
- - ------------------------------------------------------------------------------------------------------
</TABLE>

25
<PAGE>

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 other separate
accounts established by MassMutual and its life insurance subsidiaries, C.M.
Life Insurance Company and MML Bay State Life Insurance Company, which are
registered as unit investment trusts under the Investment Company Act of 1940.

Item 26. LIST OF SUBSIDIARIES AND AFFILIATES
1. MassMutual Holding Company, a Delaware corporation, all the stock of which
is owned by MassMutual.

2. 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.

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

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

5. MassMutual of Ireland, Ltd., incorporated in the Republic of Ireland, to
operate a group life and health claim office for MassMutual, all of the
stock of which is owned by MassMutual.

6. CM Assurance Company, a Connecticut life, accident, disability and health
insurer, all the stock of which is owned by MassMutual.

7. CM Benefit Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.

8. C.M. Life Insurance Company, a Connecticut life, accident, disability and
health insurer, all the stock of which is owned by MassMutual.

9. MML Distributors, LLC, formerly known as Connecticut Mutual Financial
Services, LLC, a registered broker-dealer incorporated as a limited
liability company in Connecticut. MassMutual has a 99% ownership interest
and G.R. Phelps & Co. has a 1% ownership interest.

10. Panorama Series Fund, Inc., a registered open-end investment company
organized as a Maryland corporation. Shares of the fund are sold only to
MassMutual and its affiliates.

11. MassMutual Holding Trust I, a Massachusetts business trust, which acts as a
holding company for certain MassMutual subsidiaries and affiliates, all of
the stock of which is owned by MassMutual Holding Company.

12. MassMutual Holding Trust II, a Massachusetts business trust, which acts as
a holding company for certain MassMutual subsidiaries and affiliates, all
of the stock of which is owned by MassMutual Holding Company.

13. MassMutual Holding MSC, Inc., a Massachusetts corporation, which acts as a
holding company for certain MassMutual subsidiaries and affiliates, all of
the stock of which is owned by MassMutual Holding Company.

26
<PAGE>

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

15. G.R. Phelps & Company, Inc., Connecticut corporation which formerly
operated as a securities broker-dealer, all the stock of which is owned by
MassMutual Holding Company.

16. MassMutual International, Inc., a Delaware corporation that acts as a
holding company of and provides services to international insurance
companies, all of the stock of which is owned by MassMutual Holding
Company.

17. MassLife Seguros de Vida S.A. (Argentina), a life insurance company
incorporated in Argentina. MassMutual International Inc. owns 99.99% of
the outstanding capital stock of MassLife Seguros de Vida S.A.

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

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

20. Oppenheimer Acquisition Corporation ("OAC") is a Delaware corporation,
which serves as a holding company for OppenheimerFunds, Inc. MassMutual
Holding Trust I owns 86% of the capital stock of OAC

21. Antares Leveraged Capital Corp., a Delaware corporation that operates as a
finance company, all of the stock of which is owned by MassMutual Holding
Trust I.

22. Charter Oak Capital Management, Inc., a Delaware corporation that operates
as an investment manager. MassMutual Holding Trust I owns 80% of the
capital stock of Charter Oak.

23. MML Realty Management Corporation, a property manager incorporated in
Massachusetts, all the stock of which is owned by MassMutual Holding Trust
II.

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

25. CM Advantage, Inc., a Connecticut corporation that acts as a general
partner in real estate limited partnerships. MassMutual Holding Trust II
owns all of the outstanding stock.

26. CM International, Inc., a Delaware corporation that holds a mortgage pool
and issues collateralized bond obligations. MassMutual Holding Trust II
owns all the outstanding stock of CM International, Inc.

27. CM Property Management, Inc., a Connecticut real estate holding company,
all the stock of which is owned by MassMutual Holding Trust II.

28. Urban Properties, Inc., a Delaware real estate holding and development
company, all the stock of which is owned by MassMutual Holding Trust II.

29. MMHC Investment, Inc., a Delaware corporation which is a passive investor
in MassMutual High Yield Partners LLC. MassMutual Holding Trust II owns
all the outstanding stock of MMHC Investment, Inc.

27
<PAGE>

30. HYP Management, Inc., a Delaware corporation which is the LLC Manager for
MassMutual High Yield Partners LLC and owns 1.28% of the LLC units of such
entity. MassMutual Holding Trust II owns all the outstanding stock of HYP
Management, Inc.

31. MassMutual Corporate Value Limited, a Cayman Islands corporation that owns
approximately 90% of MassMutual Corporate Value Partners Limited.
MassMutual Holding MSC, Inc. owns 46.19% of the outstanding capital stock
of MassMutual Corporate Value Limited.

32. MassMutual International (Bermuda) Ltd., a Bermuda life insurance company,
all of the stock of which is owned by MassMutual International Inc.

33. MassMutual Internacional (Chile) S.A. a Chilean corporation, which operates
as a holding company. MassMutual International Inc. owns 99% of the
outstanding shares and MassMutual Holding Company owns the remaining 1% of
the shares.

34. MassMutual International (Luxembourg) S.A. a Luxembourg corporation, which
operates as an insurance company. MassMutual International Inc. owns 99%
of the outstanding shares and MassMutual Holding Company owns the remaining
1% of the shares.

35. Mass Seguros de Vida S.A., a life insurance company incorporated in Chile.
MassMutual Holding Company owns 33.5% of the outstanding capital stock of
Mass Seguros de Vida S.A.

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

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

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

39. 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.

40 Cornerstone Office Management, LLC, a Delaware limited liability company
that is 50% owned by Cornerstone Real Estate Advisers, Inc. and 50% owned
by MML Realty Management Corporation.

41. Westheimer 335 Suites Limited Partnership, a Texas limited partnership of
which Westheimer 335 Suites, Inc. is the general partner.

42. MassMutual High Yield Partners LLC, a Delaware limited liability company,
that operates as a high yield bond fund. MassMutual holds 5.28%, MMHC
Investment Inc. holds 35.99%, and HYP Management, Inc. hold 1.28% for a
total of 42.55% of the ownership interest in this company.

43 MassMutual Corporate Value Partners Limited, a Cayman Islands corporation
that operates as a high yield bond fund. MassMutual Corporate Value
Limited holds an approximately 90% ownership interest in this company.

44. First Israel Mezzanine Investors, Ltd., an Israeli corporation which
operates as managing general partner of First Israel Mezzanine Investors
Fund, LP. MassMutual holds a 33% ownership interest in First Israel
Mezzanine Investors, Ltd.

28
<PAGE>

45. First Israel Mezzanine Investors Fund, LP, a Delaware limited partnership,
of which MassMutual holds a 37.5% ownership interest.

46. MBD Mezzanine Investments, LLC, a Delaware limited liability company, which
operates as the participating general partner of First Israel Mezzanine
Investors Fund, LP. MassMutual holds a 33% ownership interest in MBD
Mezzanine Investments, LLC.

47. Diversified Insurance Services Agency of America, Inc. (Alabama), a
licensed insurance broker incorporated in Alabama. MML Insurance Agency,
Inc. owns all the shares of outstanding stock.

48. Diversified Insurance Services Agency of America, Inc. (Hawaii), a licensed
insurance broker incorporated in Hawaii. MML Insurance Agency, Inc. owns
all the shares of outstanding stock.

49. MML Insurance Agency of Nevada, Inc., a Nevada corporation that operates as
an insurance broker, all of the stock of which is owned by MML Insurance
Agency, Inc.

50. MML Insurance Agency of Ohio, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Ohio that operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. by means of a voting trust.

51. MML Insurance Agency of Texas, Inc., a subsidiary of MML Insurance Agency,
Inc., is incorporated in the state of Texas that operates as an insurance
broker. The outstanding capital stock is controlled by MML Insurance
Agency, Inc. by means of a voting trust.

52. MML Insurance Agency of Mississippi, P.C., a Mississippi professional
corporation that operates as an insurance broker, all of the stock of which
is owned by MML Insurance Agency, Inc.

53. Origen Inversiones S.A., a Chilean corporation which operates as a holding
company. MassMutual Internacional (Chile) S.A. holds a 33.5% ownership
interest in this corporation.

54. 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.

55. Potomac Babson Incorporated, a Massachusetts corporation, is a registered
investment adviser. David L. Babson and Company Incorporated owns 60% of
the outstanding shares of Potomac Babson Incorporated.

56. Babson-Stewart-Ivory International, a Massachusetts general partnership,
which operates as a registered investment adviser. David L. Babson and
Company Incorporated holds a 50% ownership interest in the partnership.

57. Oppenheimer Value Stock Fund ("OVSF) is a series of Oppenheimer Integrity
Funds, a Massachusetts business trust. OVSF is a registered open-end
investment company of which MassMutual owns 40% of the outstanding shares
of beneficial interest.

58. Oppenheimer Series Fund I Inc., a Maryland corporation and a registered
open-end investment company of which MassMutual and its affiliates own
approximately 27% of the outstanding shares of beneficial interest.

59. Centennial Asset Management Corporation, a Delaware corporation that serves
as the investment adviser and general distributor of the Centennial Funds.
OppenheimerFunds, Inc. owns all the stock of Centennial Asset Management
Corporation.

29
<PAGE>

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

61. Main Street Advisers, Inc., a Delaware corporation, all the stock of which
is owned by OppenheimerFunds, Inc.

62. OppenheimerFunds Distributor, Inc., a registered broker-dealer incorporated
in New York, all the stock of which is owned by OppenheimerFunds, Inc.

63. Oppenheimer Partnership Holdings, Inc., a Delaware holding company, all the
stock of which is owned by OppenheimerFunds, Inc.

64. Shareholder Financial Services, Inc., a transfer agent incorporated in
Colorado, all the stock of which is owned by OppenheimerFunds, Inc.

65. Shareholder Services, Inc., a transfer agent incorporated in Colorado, all
the stock of which is owned by OppenheimerFunds, Inc.

66. MultiSource Service, Inc., a Colorado corporation that operates as a
clearing broker, all of the stock of which is owned by OppenheimerFunds,
Inc.

67. 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.

68. Compensa Compania Seguros De Vida, a Chilean insurance company. Origen
Inversiones S.A. owns 99% of the outstanding shares of this company

69. Cornerstone Suburban Office Investors, LP, a Delaware limited partnership,
which operates as a real estate operating company. Cornerstone Office
Management, LLC holds a 1% general partnership interest in this fund and
MassMutual holds a 99% limited partnership interest.

70. 505 Waterford Park Limited Partnership, a Delaware limited partnership,
which holds title to an office building in Minneapolis, Minnesota. MML
Realty Management Corporation holds a 1% general partnership interest in
this partnership and MassMutual holds a 99% limited partnership interest.

71. The DLB Fund Group, an open-end management investment company, of which
MassMutual owns at least 25% of each series.

MassMutual is the investment adviser the following investment companies, and as
such may be deemed to control them.

1. MassMutual Corporate Investors, a registered closed-end Massachusetts
business trust.

2. MassMutual Participation Investors, a registered closed-end Massachusetts
business trust.

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

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

30
<PAGE>

5. MassMutual/Carlson CBO N.V., a Netherlands Antilles corporation that issued
Collateralized Bond Obligations on or about May 1, 1991, which is owned
equally by MassMutual interests (MassMutual and MassMutual Holding MSC,
Inc.) and Carlson Investment Management Co.

6. MassMutual Corporate Value Partners, Limited, an off-shore unregistered
investment company.

7. MassMutual High Yield Partners LLC, a high yield bond fund organized as
Delaware limited liability company.

Item 27. Number of Contract Owners

On February 20, 1997 there were 25,489 Contract Owners in the Separate
Account.

Item 28. Indemnification

MassMutual directors and officers are indemnified under its by-laws. No
indemnification is provided with respect to any liability to any entity which is
registered as an investment company under the 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 office.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
MassMutual pursuant to the foregoing provisions, or otherwise, MassMutual has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by MassMutual
of expenses incurred or paid by a director, officer or controlling person of
MassMutual 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, MassMutual 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.

Item 29. Principal Underwriters

(a) MML Distributors, LLC, a wholly owned subsidiary of MassMutual acts as
principal underwriter for registered separate accounts of MassMutual, C.M. Life
and MML Bay State.

(b)(1) MML Distributors, LLC is the principal underwriter of the Contracts. The
following people are officers and directors of the principal underwriter.

OFFICERS AND MEMBER REPRESENTATIVES
MML DISTRIBUTORS, LLC
<TABLE>
<CAPTION>

Name and Position
with Principal Underwriter Principal Business Address
- - -------------------------- --------------------------
<S> <C>

Kenneth M. Rickson One Monarch Place
Member Representative 1414 Main Street
G.R. Phelps & Co., Inc. Springfield, MA 01144-1013

Margaret Sperry 1295 State Street
Member Representative Springfield, MA 01111-0001
Massachusetts Mutual
Life Insurance Co.
</TABLE>

31
<PAGE>

<TABLE>
<S> <C>
Kenneth M. Rickson One Monarch Place
President 1414 Main Street
Springfield, MA 01144-1013

Ronald E. Thomson One Monarch Place
Vice President 1414 Main Street
Springfield, MA 01144-1013

Michael L. Kerley One Monarch Place
Vice President 1414 Main Street
Chief Legal Officer Springfield, MA 01144-1013
Assistant Secretary

John O'Connor One Monarch Place
Vice President 1414 Main Street
Springfield, MA 01144-1013

Robert S. Rosenthal One Monarch Place
Compliance Officer 1414 Main Street
Springfield, MA 01144-1013

James T. Birchall One Monarch Place
Treasurer 1414 Main Street
Springfield, MA 01144-1013

Bruce C. Frisbie 1295 State Street
Assistant Treasurer Springfield, MA 01111-0001

Raymond W. Anderson 140 Garden Street
Assistant Treasurer Hartford, CT 01654

Ann F. Lomeli 1295 State Street
Secretary Springfield, MA 01111-0001
</TABLE>

(b)(2) MML Investors Services, Inc. is the co-underwriter of the Contracts. The
following people are the officers and directors of the co-underwriter.

MML INVESTORS SERVICES, INC.
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>

Name and Position
with Co-Underwriter Principal Business Address
- - ------------------- --------------------------
<S> <C>

Kenneth M. Rickson One Monarch Place
President and Chief 1414 Main Street
Operating Officer Springfield, MA 01144-1013

Michael L. Kerley One Monarch Place
Second Vice President 1414 Main Street
Chief Legal Officer Springfield, MA 01144-1013
Assistant Secretary

Ronald E. Thomson One Monarch Place
Treasurer and Second 1414 Main Street
Vice President Springfield, MA 01144-1013

</TABLE>

32
<PAGE>

Thomas J. Finnegan, Jr. 1295 State Street
Secretary/Clerk Springfield, MA 01111

Marilyn A. Sponzo One Monarch Place
Assistant Secretary 1414 Main Street
Springfield, MA 01144-1013

John E. Forrest One Monarch Place
Second Vice President 1414 Main Street
National Sales Director Springfield, MA 01144-1013

Eileen D. Leo One Monarch Place
Assistant Treasurer 1414 Main Street
Springfield, MA 01103-1013

William Bartol One Monarch Place
Compliance Officer 1414 Main Street
Springfield, MA 01144-1013

Robert S. Rosenthal One Monarch Place
Compliance Officer 1414 Main Street
Springfield, MA 01144-1013

Trudy A. Fearon One Monarch Place
Sr. Registered Options Principal 1414 Main Street
Springfield, MA 01144-1013

Dennis L. Reyhons 1295 State Street
Regional Supervisor/South Springfield, MA 01111

Nicholas J. Orphan 245 Peach Tree Center Ave.
Regional Supervisor/South Suite 2330
Atlanta, GA 30303
</TABLE>

33
<PAGE>

MML INVESTORS SERVICES, INC. Page 2
OFFICERS AND DIRECTORS

Name and Position
with Co-Underwriter Principal Business Address
- - ------------------- --------------------------
<S> <C>

William L. Tindall 1295 State Street
Chief Pension Management Springfield, MA 01111
Field Force Supervisor

Robert W. Kumming 1295 State Street
Regional Pension Management Springfield, MA 01111
Supervisor (East/Central)

Peter J. Zummo 1295 State Street
Regional Pension Management Springfield, MA 01111
Supervisor (South/West)

Bruce Lukowiak 6263 North Scottsdale Rd.
Regional Supervisor/West Suite 222
Scottsdale, AZ 85250

Robert Burke One Lincoln Centre
Regional Supervisor/Central Suite 1490
Oak Brook Terrace, IL
60181-4271

Lawrence V. Burkett 1295 State Street
Chairman of the Board Springfield, MA 01111
of Directors

Peter Cuozzo, CLU, ChFC 1295 State Street
Director Springfield, MA 01111

John B. Davies 1295 State Street
Director Springfield, MA 01111

Daniel J. Fitzgerald 1295 State Street
Director Springfield, MA 01111

Maureen R. Ford 140 Garden Street
Director Hartford, CT 01654

Gary T. Huffman 1295 State Street
Director Springfield, MA 01111

Isadore Jermyn, FIA, ASA 1295 State Street
Director Springfield, MA 01111

Susan Alfano 1295 State Street
Director Springfield, MA 01111

Anne Melissa Dowling 140 Garden Street
Director Hartford, CT 01654

</TABLE>
(c) Not Applicable.

34
<PAGE>

Item 30. Location of Accounts and Records

Continuum Company, Inc., Dwight Building, Second Floor, 1004 Baltimore, Kansas
City, Missouri 64105, MML Investor Services, Inc., 1414 Main Street,
Springfield, MA 01144-1013 and MML Distributors, LLC at 140 Garden Street,
Hartford, CT 06154, have 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.

(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.

(e) Massachusetts Mutual Life Insurance Company hereby represents that
the fees and charges deducted under the individual variable annuity contracts
described in this Registration Statement in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by Massachusetts Mutual Life Insurance Company.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
caused this Post-Effective Amendment No. 2 to Registration Statement No. 2-73050
(formerly 333-01363) to be signed on its behalf by the undersigned thereunto
duly authorized, all in the city of Springfield and the Commonwealth of
Massachusetts, on the 21st day of April, 1997.

PANORAMA SEPARATE ACCOUNT

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)

By: /s/ Thomas B. Wheeler*
---------------------------------------------
Thomas B. Wheeler, Chief Executive Officer
Massachusetts Mutual Life Insurance Company

35
<PAGE>

/s/ Richard M. Howe On April 21, 1997, as Attorney-in-Fact pursuant to
- - -------------------- powers of attorney filed herewith.
*Richard M. Howe

As required by the Securities Act of 1933, this Post-Effective Amendment
No. 2 to Registration Statement No. 333-01363 (formerly 2-73050) has been signed
by the following persons in the capacities and on the duties indicated.

Signature Title Date
--------- ----- ----
<S> <C> <C>

/s/ Thomas B. Wheeler* Chief Executive Officer and April 21, 1997
- - ---------------------- Chairman of the Board
Thomas B. Wheeler

/s/ John J. Pajak* President, Chief Operating Officer April 21, 1997
- - ------------------ and Director
John J. Pajak

/s/ Daniel J. Fitzgerald* Executive Vice President, April 21, 1997
- - ------------------------- Chief Financial Officer &
Daniel J. Fitzgerald Chief Accounting Officer

/s/ Roger G. Ackerman* Director April 21, 1997
- - ----------------------
Roger G. Ackerman

/s/ James R. Birle* Director April 21, 1997
- - -------------------
James R. Birle

/s/ Frank C. Carlucci, III* Director April 21, 1997
- - ---------------------------
Frank C. Carlucci, III

/s/ Gene Chao* Director April 21, 1997
- - --------------
Gene Chao, Ph.D.

/s/ Patricia Diaz Dennis* Director April 21, 1997
- - -------------------------
Patricia Diaz Dennis

/s/ Anthony Downs* Director April 21, 1997
- - ------------------
Anthony Downs

/s/ James L. Dunlap* Director April 21, 1997
- - --------------------
James L. Dunlap
</TABLE>

36
<PAGE>

/s/ William B. Ellis* Director April 21, 1997
- - ---------------------
William B. Ellis, Ph.D.

/s/ Robert M. Furek* Director April 21, 1997
- - --------------------
Robert M. Furek

/s/ Charles K. Gifford* Director April 21, 1997
- - -----------------------
Charles K. Gifford

/s/ William N. Griggs* Director April 21, 1997
- - ----------------------
William N. Griggs

/s/ George B. Harvey* Director April 21, 1997
- - ---------------------
George B. Harvey

/s/ Barbara B. Hauptfuhrer* Director April 21, 1997
- - ---------------------------
Barbara B. Hauptfuhrer

/s/ Sheldon B. Lubar* Director April 21, 1997
- - ---------------------
Sheldon B. Lubar

/s/ William B. Marx, Jr.* Director April 21, 1997
- - -------------------------
William B. Marx, Jr.

/s/ John F. Maypole* Director April 21, 1997
- - --------------------
John F. Maypole

/s/ Donald F. McCullough* Director April 21, 1997
- - -------------------------
Donald F. McCullough

/s/ Alfred M. Zeien* Director April 21, 1997
- - --------------------
Alfred M. Zeien

/s/ Richard M. Howe On April 21, 1997, as Attorney-in-Fact pursuant to
- - ------------------- powers of attorney filed herewith.
*Richard M. Howe

<PAGE>

INDEX TO EXHIBITS
<TABLE>
<CAPTION>

<S> <C>
10(a). Consent of Coopers & Lybrand L.L.P.
10(b). Consent of Arthur Andersen LLP
10(c). Powers of Attorney
13. Schedule of Computation of Performance
14. Financial Data Schedule
</TABLE>

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Massachusetts Mutual Life Insurance Company

We consent to the inclusion in Post-Effective Amendment No. 2 to the
Registration Statement of Panorama Separate Account on Form N-4 (Registration
No. 33-73050), of our report, which includes explanatory paragraphs relating to
the use of statutory accounting practices, which practices are no longer
considered to be in accordance with generally accepted accounting principles,
and the change in our opinion for prior years, dated February 7, 1997 on our
audits of the financial statements of Massachusetts Mutual Life Insurance
Company, and our report dated March 14, 1997 on our audit of Panorama Separate
Account. We also consent to the reference to our firm under the caption
"Independent Accountants."

COOPERS & LYBRAND, L.L.P.
April 25, 1997

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
registration statement for Panorama Separate Account of Massachusetts Mutual
Life Insurance Company.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
April 25, 1997

<PAGE>

POWER OF ATTORNEY

MASSMUTUAL SEPARATE INVESTMENT ACCOUNTS
---------------------------------------

The Undersigned, John J. Pajak, President and Chief Operating Officer of
Massachusetts Mutual Life Insurance Company("MassMutual"), does hereby
constitute and appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M.
Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.

The attorneys and agents shall have full power of substitution and to take any
and all action and execute any and all instruments on the Undersigned's behalf
as President and Chief Operating Officer of MassMutual that said attorneys and
agents may deem necessary or advisable to enable MassMutual to comply with the
Securities Act of 1933, as amended (the "1933 Act"), the Investment Company Act
of 1940, as amended (the "1940 Act"), and any rules, regulations, orders or
other requirements of the Securities and Exchange Commission (the "Commission")
thereunder. This power of attorney applies to the registration, under the 1933
Act and the 1940 Act, of shares of beneficial interest of MassMutual separate
investment accounts (the "MassMutual Separate Accounts"). This power of attorney
authorizes such attorneys and agents to sign the Undersigned's name on his
behalf as President and Chief Operating Officer of MassMutual to the
Registration Statements and to any instruments or documents filed or to be filed
with the Commission under the 1933 Act and the 1940 Act in connection with such
Registration Statements, including any and all amendments to such statements,
documents or instruments of any MassMutual Separate Account, including but not
limited to those listed below.

MassMutual Separate Investment Account C

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 Account I

Massachusetts Mutual Variable Life Separate Account II

Panorama Separate Account

CML Variable Annuity Account A

CML Variable Annuity Account B

CML Accumulation Annuity Account E

Connecticut Mutual Variable Life Separate Account I

CML/OFFITBANK Separate Account

44
<PAGE>

The Undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the Undersigned has set his hand this 17th day of February,
1997.

/s/ John J. Pajak
- - ----------------------------- ----------------------------
John J. Pajak Witness
President and Chief Operating Officer

<PAGE>

EXHIBIT 13

SCHEDULE OF COMPUTATION OF PERFORMANCE

The following examples are calculated in accordance with the methods described
in the Prospectus and Statement of Additional Information:

1. Standard Average Annual Total Return

Assuming experience from the Growth Sub-Account, on a

$1,000 Purchase Payment on 1/23/95

A $40 Annual Contract Maintenance Charge was assessed on each contract
anniversary. For this calculation, it is prorated among divisions, with 27%
allocated to the Growth Sub-Account.

The Deferred Sales Load for a Single Purchase Payment Contract on
12/31/1995 would have been 5%. The 10% free corridor was also applicable.

Dates Accumulation Unit Values
<S> <C>
12/31/1995 8.70650300
12/31/1996 10.29285800
</TABLE>

The Standardized Average Annual Total Return for the period 12/31/95-
12/31/96: 11.78%

Accumulated Value on 12/31/1996
((1000/8.70650300) x
10.29285800) - (.27 x 40) $ 1,171.40
Ending Redeemable Value on 12/31/1996
1171.4 - .05 x (1171.4 - .10 x
1000) $ 1,117.83
Standardized Average Annual Total
Return, 12/31/95 - 12/31/96
((1117.83/1000) - 1) x 100 11.78%

2. Annualized Accumulation Unit Value (AUV) Return

For a one year period, the annualized AUV return is equal to the percentage
change in accumulation unit values.

For periods greater than one year, the annualized AUV return is an average
annual change in accumulation unit values, based on the percentage change.

Assuming experience from the Total Return Sub-Account

Unit Value 12/31/1993 4.27561800
Unit Value 12/31/1996 5.64152500

Percentage Change in Unit Values for the 3 year period ending 12/31/95
31.95%
(5.641525 - 4.275618) / 4.275618 x 100

Annualized AUV Return for the 3 year period ending 12/31/96
((1.3195 . (1/3)) - 1) x 100
The symbol . is being used to denote exponentiation.

47
<PAGE>

3. 7-day Money Market Yield and Effective Yield, Separate Account 1

Assuming experience from the Money Market Division
For the period ending 12/31/96

Unit Value 12/24/96 2.38527300
Unit Value 12/26/96 2.38550100
Unit Value 12/31/96 2.38691500

To get the change in value from 12/24/96 to 12/26/96, take 100% of the
change from 12/24/96 to 12/26/96:
(2.385501/2.385273) - 1 0.000096
Change in value from 12/26/96 to 12/31/96:
(2.386915/2.385501) - 1 0.000593
Combine to get change in value from 12/24/96 to 12/31/96:
(0.000096 + 0.000593) 0.000689

Yield: .000689 x (366/7) x 100 = 3.60%
Effective Yield: ((1.000689) . (366/7) - 1) x 100 = 3.67%
The symbol . is being used to denote
exponentiation.

<PAGE>
<ARTICLE> 6

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 1,010,985,875
<INVESTMENTS-AT-VALUE> 1,186,819,955
<RECEIVABLES> 81,831
<ASSETS-OTHER> 245,378
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,187,147,164
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,014,876
<TOTAL-LIABILITIES> 1,014,876
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,186,132,288
<DIVIDEND-INCOME> 14,668,233
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 8,272,305
<NET-INVESTMENT-INCOME> 6,395,928
<REALIZED-GAINS-CURRENT> 24,347,934
<APPREC-INCREASE-CURRENT> 83,686,424
<NET-CHANGE-FROM-OPS> 114,430,286
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 101,504,563
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 1,124,244,965
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>