<PAGE>
The information below supplements Massachusetts Mutual Life Insurance Company's
Panorama variable annuity contract Prospectus dated May 1, 1999. Please place
this supplement with your prospectus and retain it for future reference.
______________________________________________________________________________
PANORAMA
Supplement dated October 1, 1999
to the Prospectus dated May 1, 1999
The Panorama Prospectus is amended as follows:
1. The last sentence in the first paragraph in the right-hand column on page 1
is revised to read as follows:
For a free copy of the SAI, or for general inquiries, call our Annuity
Service Center at (800) 366-8226 or write to: Panorama, Annuity Service
Center, W563, P.O. Box 9067, Springfield, Massachusetts 01102-9067.
2. Massachusetts Mutual Life Insurance Company's address on page 27 is revised
to read as follows:
To: Massachusetts Mutual Life Insurance Company
Annuity Service Center, W563
P.O. Box 9067
Springfield, Massachusetts 01102-9067
3. The first paragraph under the Transfers section on page 12 is revised to
read as follows:
You may transfer all or part of your contract value. You may also give the
annuitant authority to make transfers of contract value. You can make
transfers by telephone or by other means we authorize. To make transfers
other than by telephone, you must submit a written request. We will use
reasonable procedures to confirm that instructions given to us are genuine.
We may be liable for any losses due to unauthorized or fraudulent
instructions, if we fail to use such procedures. We may tape record all
telephone instructions.
4. The following two paragraphs are added as the last two paragraphs under the
Contingent Deferred Sales Charge section on page 17:
Owners of certain Panorama IRAs or non-qualified Panorama deferred variable
annuity contracts that are beyond the contingent deferred sales charge
period may exchange these contracts for a Panorama Premier contract. If you
exchange an eligible Panorama contract for a Panorama Premier contract, we
will not assess a contingent deferred sales charge on your Panorama contract
value. However, any additional payments that you make to the Panorama
Premier contract will be subject to a contingent deferred sales charge under
the Panorama Premier contract.
The Panorama to Panorama Premier exchange program may not be available in
all states. We have the right to terminate this exchange program at any
time. If you want more Information about this exchange program, contact your
agent or us at our Annuity Service Center (800) 366-8226.
