PANORAMA SEPARATE ACCOUNT
485BPOS, 2000-04-25

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N-4 Item		Caption in Prospectus
1		Cover Page
2		Index of Special Terms
3		Table of Fees and Expenses
4		Condensed Financial Information; Performance
5		The Company; Investment Choices
6		Expenses; Distributors
7		Ownership; Purchasing a Contract; Voting Rights; Reservation of Rights; Contract Value; Cover Page
8		The Income Phase
9		Death Benefit
10		The Accumulation Phase; Distributors
11		Highlights; Withdrawals
12		Taxes
13		Legal Proceedings
14		Additional Information
		Caption in Statement of Additional Information
15		Cover Page
16		Table of Contents
17		Company
18		Underwriting Arrangements; Experts
19		Purchase of Securities Being Offered
20		Underwriting Arrangements
21		Performance Measures
22		How Annuity Payments are Determined
23		Financial Statements

Ÿ	Oppenheimer Bond Fund/VA

Ÿ	Oppenheimer Money Fund/VA

Ÿ	Panorama Growth Portfolio

Ÿ	Panorama Total Return Portfolio

Ÿ	are not bank deposits.

Ÿ	are not federally insured.

Ÿ	are not endorsed by any bank or governmental agency.

Ÿ	are not guaranteed and may be subject to loss of principal.

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

		Page
Index of Special Terms		3
Highlights		4
Panorama Separate Account –  Table of Fees and Expenses		5
The Company		8
The Panorama Deferred Variable Annuity Contract – General Overview		8
The Panorama Immediate Variable Annuity Contract – General Overview		9
Ownership of the Contract		9
Owner		9
Annuitant		9
Beneficiary		9
Purchasing a Contract		10
Purchase Payments		10
Allocation of Purchase Payments		10
Investment Choices		11
The Separate Account		11
The Funds		11
Contract Value		12
Accumulation Units		12
Transfers		12
Transfers During the                       Accumulation Phase		12
Transfers During the Income                       Phase		12
Dollar Cost Averaging Program		13
Withdrawals		13
Systematic Withdrawal                       Program		14
Expenses		15
Deductions from Purchase            Payments		15
Policy fee		15
Sales Charge		15
Insurance Charge		15
Mortality and Expense Risk                       Charge		15
Annual Maintenance Charge		15
Transaction Charge		15

		Page
Contingent Deferred Sales Charge		16
Free Withdrawals		17
Premium Taxes		17
Income Taxes		17
Fund Expenses		18
The Income Phase		19
Annuity Options for Deferred            Contracts		19
Annuity Options for Immediate            Contracts		20
Fixed Annuity Payments		21
Variable Annuity Payments		21
Annuity Unit Value		21
Death Benefit		22
Taxes		22
Annuity Contracts in General		22
Qualified and Non-Qualified            Contracts		23
Withdrawals – Non-Qualified            Contracts		23
Withdrawals – Qualified Contracts		23
Withdrawals – Tax Sheltered Annuities		24
Withdrawals – Texas Optional            Retirement Program		24
Other Information		25
Performance		25
Standardized Total Returns		25
Nonstandard Total Returns		25
Yield and Effective Yield		25
Related Performance		25
Distributors		25
Assignment/Transferability		26
Voting Rights		26
Reservation of Rights		26
Suspension of Payments or Transfers		26
Legal Proceedings		26
Financial Statements		27
Additional Information		27
Appendix A – Condensed Financial Information		A-1

		Page
Accumulation Phase		8
Accumulation Unit		12
Annuitant		9
Annuity Options		19
Annuity Payments		21
Annuity Service Center		1
Annuity Unit Value		21
Deferred Contract		8
Free Withdrawals		17
Immediate Contract		9
Income Phase		8
Maturity Date		19
Non-Qualified		23
Purchase Payment		10
Qualified		23
Separate Account		11
Tax Deferral		8

Ÿ	5% for the first 5 contract years,

Ÿ	4% for contract years 6-10, and

Ÿ	0% thereafter.

Ÿ	3% of the first $10,000,

Ÿ	2% of the next $90,000, and

Ÿ	1% of amounts over $100,000.

Ÿ	paid on or after you reach age 59 1 /2;

Ÿ	paid to your beneficiary after you die;

Ÿ	paid if you become totally disabled as that term is defined in the Internal Revenue Code;

Ÿ	paid in a series of substantially equal periodic payments made annually or more frequently, for life or your life expectancy or for the joint lives or joint life expectancies of you and your designated beneficiary;

Ÿ	paid under an immediate annuity; or

Ÿ	that come from purchase payments made before August 14, 1982.

Sales Charge on Purchase Payment:

3% of the first $10,000

2% of the next $90,000

1% of amounts over $100,000

Transfer Fee:

None

Policy Fee:

One-time fee of $70 per policy

0.73%

0.73%

Sales Charge on Purchase Payment:

None

Contingent Deferred Sales Charge:

(as a percentage of contract value withdrawn)

Contract Year		1		2		3		4		5		6		7		8		9		10		11 and later

Percent		5%		5%		5%		5%		5%		4%		4%		4%		4%		4%		0%

Transaction Charge:

Currently, none for the first 4 transfers in a contract year.

Currently, none for the first 1 withdrawal in a contract year.

$10 for each additional transfer or withdrawal in a contract year.

Annual Maintenance Charge:

$40 per contract year.

0.73%

0.73%

		Management Fees			Other Expenses After Expense Reimbursements			Total Operating Expenses After Expense Reimbursements
Oppenheimer Bond Fund/VA		0.72	%		0.01	%		0.73	%
Oppenheimer Money Fund/VA		0.45	%		0.03	%		0.48	%
Panorama Growth Portfolio		0.52	%		0.01	%		0.53	%
Panorama Total Return Portfolio		0.54	%		0.01	%		0.55	%

		Year		1		3		5		10
Growth Sub-Account				$66		$93		$128		$215
Income Sub-Account 1				68		99		138		236
Money Market Sub-Account 2				65		92		126		209
Total Return Sub-Account				66		94		129		217

		Year		1		3		5		10
Growth Sub-Account				$45		$54		$74		$163
Income Sub-Account 1				47		60		85		186
Money Market Sub-Account 2				44		53		72		158
Total Return Sub-Account				45		55		75		165

		Year		1		3		5		10
Growth Sub-Account				$14		$43		$74		$163
Income Sub-Account 1				16		49		85		186
Money Market Sub-Account 2				13		41		72		158
Total Return Sub-Account				14		44		75		165

Plan Type		Annuitant’s Age at Issue		Earliest Contract Maturity Date

Non-Qualified		Under Age 60		Age 65
Non-Qualified		Age 60 or older		5 years after contract issue date

Qualified		Under age 54 1 /2		Age 59 1 /2

Qualified

Age 54 1 /2 or older

5 years after contract issue date

Ÿ	$10,000 for an immediate contract; and

Ÿ	$500 for a deferred contract. However, if you purchase a deferred contract under an automatic investment plan, the minimum purchase payment is $40.

Ÿ	by mailing a check that clearly indicates your name and contract number to our lockbox:

MassMutual Panorama

P.O. Box 92230

Chicago, IL 60675-2230

Ÿ	by instructing your bank to wire transfer funds to:

Chase Manhattan Bank, New York, New York

ABA # 021000021

MassMutual Account # 323065392

Ref: VA Contract #

Name: (Your Name)

There is no assurance that the funds will achieve their stated objective. The fund prospectuses contain more detailed information about the funds. Current copies of the fund prospectuses are attached to this prospectus. You should read the information contained in the funds’ prospectuses carefully before investing.

Ÿ	if you withdraw your total contract value;

Ÿ	if you request a transfer other than through the Dollar Cost Averaging Program;

Ÿ	upon your death or the annuitant’s death;

Ÿ	if the last transfer you selected has been made;

Ÿ	if there is insufficient value in the selected fund to make the transfer;

Ÿ	if your contract enters the income phase; or

Ÿ	if we receive your written request to terminate the program at our Annuity Service Center at least 5 business days prior to the next transfer date.

Ÿ	less any applicable contingent deferred sales charge;

Ÿ	less any applicable premium tax;

Ÿ	less any annual maintenance charge, and

Ÿ	less any purchase payments we credited to your contract that have not cleared the bank, until they clear the bank.

Ÿ	if you withdraw your total contract value;

Ÿ	upon your death or the annuitant’s death:

Ÿ	if we process the last withdrawal you selected;

Ÿ	if your value in a selected fund is insufficient to complete the withdrawal;

Ÿ	if you begin receiving annuity payments; or

Ÿ	if you give us a written request to terminate your program. We must receive your request at least 5 business days before the next withdrawal date.

Income taxes, tax penalties and certain restrictions may apply to any withdrawal you make.

Ÿ	3% of the purchase payment up to $10,000;

Ÿ	2% of the next $90,000; and

Ÿ	1% of any purchase payment over $100,000.

Ÿ	the mortality risk associated with the insurance benefits provided, including our obligation to make annuity payments during the income phase regardless of how long all annuitants live, and the guarantee of rates used to determine your annuity payments during the income phase;

Ÿ	the expense risk that the current charges will be insufficient to cover the actual cost of administering the contract.

Ÿ	from more than one fund, we will deduct the contingent deferred sales charge proportionately from the amounts remaining in the funds you selected.

Ÿ	the total value from a fund, we will deduct the contingent deferred sales charge proportionately from amounts remaining in the funds that still have value.

Ÿ	your entire contract value, we will deduct the contingent deferred sales charge proportionately from your contract value in each fund.

Years since Contract Issued		Charge
1-5		5%
6-10		4%
11 or more		0%

Years		Deduction
1		3%
2		2%
3		1%
4 or more		0%

Ÿ	If you surrender your deferred contract before April 30, 2001, and the proceeds of the surrender are used to purchase a new group annuity issued by us. The group annuity may be subject to charges upon surrender.

Ÿ	If you redeem “excess contributions” to a plan qualifying for special income tax treatment. These types of plans are referred to as qualified plans, including Individual Retirement Annuities (IRAs). We look to the Internal Revenue Code for the definition and description of excess contributions.

Ÿ	If you use the proceeds of an individual variable annuity contract or accumulation annuity contract previously issued by us for the benefit of the contract owner or annuitant to purchase a contract.

Ÿ

Owners of certain Panorama deferred variable annuity contracts may exchange these contracts for a Panorama Premier contract issued by us in New York and New Jersey and issued by our wholly-owned subsidiary, C.M. Life Insurance Company, in all other jurisdictions. If the Panorama contract is beyond the contingent deferred sales charge period at the time of the exchange, the contract value exchanged will not be subject to a contingent deferred sales charge under either the Panorama contract or the Panorama Premier contract. If the Panorama contract is within the contingent deferred sales charge period at the time of the exchange, we will not assess a contingent deferred sales charge under the Panorama contract on the contract value exchanged to a Panorama Premier contract. However, a contingent deferred sales charge may be assessed under the Panorama Premier contract. The Panorama Premier contingent deferred sales charge percentage on the exchanged contract value will be determined by treating the exchanged contract value as if it were received as a Panorama Premier payment on the issue date of the original Panorama contract. After the exchange is complete, any additional payments made to the Panorama Premier contract will be subject to the Panorama Premier contingent deferred sales charge.

Ÿ

Owners of certain Panorama deferred variable annuity contracts issued as TSAs may exchange these contracts for a MassMutual Artistry contract. If the Panorama contract is beyond the contingent deferred sales charge period and would be beyond the contingent deferred sales charge period of the MassMutual Artistry contract at the time of the exchange, the contract value

exchanged will not be subject to a contingent deferred sales charge under either the Panorama contract or the MassMutual

Artistry contract. If the Panorama contract is within the contingent deferred sales charge period at the time of exchange, we will not assess a contingent deferred sales charge under the Panorama contract on the contract value exchanged to a MassMutual Artistry contract. However, a contingent deferred sales charge may be assessed under the MassMutual Artistry contract. The MassMutual Artistry contingent deferred sales charge percentage on the exchanged value will be determined by treating the exchanged contract value as if it were received as a MassMutual Artistry payment on the issue date of the original TSA contract we or one of our affiliate companies issued to you. After the exchange is complete, any additional payments made to the MassMutual Artistry contract will be subject to the MassMutual Artistry contingent deferred sales charge.

Exchange programs may not be available in all states. We have the right to terminate exchange programs at any time. If you want more information about exchange programs, contact your agent or us at our Annuity Service Center (800) 366-8226.

(a)	The accumulated value divided by the value of an annuity unit on the date annuity payments begin.

(b)	The number of annuity units represented by each monthly payment multiplied by the number of annuity payments made prior to death.

(a)	The accumulated value divided by the value of an annuity unit on the date annuity payments begin.

(b)	The number of annuity units represented by each monthly annuity payment multiplied by the number of annuity payments made prior to death.

Ÿ	the value of your contract on the maturity date;

Ÿ	the deduction of premium taxes, if applicable;

Ÿ	the deduction of a contingent deferred sales charge, if applicable (for deferred contracts only);

Ÿ	the annuity option you select; and

Ÿ	the age and sex of the annuitant (and joint annuitant if a joint payment option is elected).

Ÿ	the value of your contract on the maturity date;

Ÿ	the deduction of premium taxes, if applicable;

Ÿ	the deduction of a contingent deferred sales charge, if applicable (for deferred contracts only);

Ÿ	the annuity option you select;

Ÿ	the age and sex of the annuitant (and joint annuitant if a joint payment option is elected); and

Ÿ	an assumed investment rate (AIR) of 3.5% per year.

NOTE:  We have prepared the following information on taxes as a general discussion of the subject. It is not intended as tax advice to any individual. You should consult your own tax adviser about your own circumstances. We have included in the Statement of Additional Information an additional discussion regarding taxes.

Ÿ	paid on or after the taxpayer reaches age 59 1 /2;

Ÿ	paid after you die;

Ÿ	paid if the taxpayer becomes totally disabled (as that term is defined in the Code);

Ÿ	paid in a series of substantially equal periodic payments made annually or more frequently, for life or your life expectancy or for the joint lives or joint life expectancies of you and your designated beneficiary;

Ÿ	paid under an immediate annuity; or

Ÿ	which come from purchase payments made before August 14, 1982.

Ÿ	distributions made on or after you reach age 59 1 /2;

Ÿ	distributions made after your death or disability (as defined in Code Section 72(m)(7);

Ÿ

after separation from service, distributions that are part of a series of substantially equal periodic payments made not less frequently than annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary (in applying this exception to distributions from IRAs, a separation from service is not required);

Ÿ	distributions made after separation of service if you have reached age 55 (not applicable to distributions from IRAs);

Ÿ	distributions made to you up to the amount allowable as a deduction to you under Code Section 213 for amounts you paid during the taxable year for medical care;

Ÿ	distributions made on account of an IRS levy made on a qualified retirement plan or IRA;

Ÿ	distributions made to an alternate payee pursuant to a qualified domestic relations order (not applicable to distributions from IRAs);

Ÿ	distributions from an IRA for the purchase of medical insurance (as described in Code Section 213(d)(1)(D)) for you and your spouse and dependents if you received unemployment compensation for at least 12 weeks and have not been re-employed for at least 60 days;

Ÿ	distributions from an IRA to the extent they do not exceed your qualified higher education expenses (as defined in Code Section 72(t)(7) for the taxable year; and

Ÿ	distributions from an IRA which are qualified first-time home buyer distributions (as defined in Code Section 72(t)(8)).

Ÿ	reaches age 59 1 /2;

Ÿ	leaves his/her job;

Ÿ

dies;

Ÿ	becomes disable, as the term is defined in the Code; or

Ÿ	in the case of hardship.

Ÿ	terminate employment in all such institutions and repay employer contributions if termination occurs during the first twelve months of employment;

Ÿ

retire;

Ÿ

die; or

Ÿ	attain age 70 1 /2

Ÿ	substitute another fund for one of the funds you have selected,

Ÿ	to offer additional sub-accounts,

Ÿ	to operate the separate account as a different form of registered investment company, and

Ÿ	to transfer the contracts to a different separate account.

Ÿ	the New York Stock Exchange is closed (other than customary weekend and holiday closings); or

Ÿ	trading on the New York Stock Exchange is restricted; or

Ÿ	an emergency exists as a result of which disposal of shares of the funds is not reasonably practicable or we cannot reasonably value the shares of the funds; and

Ÿ	during any other period when the Securities and Exchange Commission, by order, so permits for your protection.

1.

Company

2.

The Separate Account

3.

Purchase of Securities Being Offered

4.

Underwriting Arrangements

5.

How Annuity Payments Are Determined

6.

How the Value of the Deferred Contract Is Determined

7.

How the Accumulation Unit Value is Determined

8.

Distribution on Death of Contract Owner

9.

Valuing the Underlying Fund Shares

10.

Performance Measures

11.

Federal Tax Matters

12.

Experts

13.

Appendix A—General Formulae

14.

Financial Statements

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To:	Massachusetts Mutual Life Insurance Company

Annuity Service Center, W563

P.O. Box 9067

Springfield, Massachusetts 01102-9067

State

Zip

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Sub-Account		Dec. 31, 1990		Dec. 31, 1991		Dec. 31, 1992		Dec. 31, 1993		Dec. 31, 1994		Dec. 31, 1995		Dec. 31, 1996		Dec. 31, 1997		Dec. 31, 1998		Dec. 31, 1999
Income
Qualified		$2.615843		$3.072358		$3.267301		$3.636070		$3.465955		$4.078803		$4.166877		$4.519364		$4.791679		$4.684600
Non-Qualified		2.453465		2.881652		3.064477		3.410353		3.250807		3.825614		3.908213		—		—		—

Growth
Qualified		3.516048		4.800445		5.354570		6.441387		6.374619		8.706503		10.292858		12.912257		13.898348		13.278884
Non-Qualified		3.154832		4.307275		4.804471		5.779640		5.719724		7.812045		9.235434		—		—		—
Money-Market
Qualified		1.929917		2.025824		2.078427		2.118784		2.183169		2.287780		2.386915		2.495743		2.607996		2.717791
Non-Qualified		1.929917		2.025824		2.078427		2.118784		2.183169		2.287780		2.386915		—		—		—

Total Return
Qualified		2.652928		3.391910		3.710830		4.275618		4.183148		5.171950		5.641525		6.653722		7.325036		7.160020
Non-Qualified		2.530171		3.234955		3.539112		4.077758		3.989561		4.932613		5.380456		—		—		—

Sub-Account		Dec. 31, 1990		Dec. 31, 1991		Dec. 31, 1992		Dec. 31, 1993		Dec. 31, 1994		Dec. 31, 1995		Dec. 31, 1996		Dec. 31, 1997		Dec. 31, 1998		Dec. 31, 1999
Income
Qualified		11,292,500		12,036,628		14,143,333		15,073,893		13,871,625		12,557,687		10,741,696		14,108,226		13,586,995		10,641,64
Non- Qualified		3,549,129		4,861,572		6,574,546		7,908,608		7,418,128		6,881,942		6,038,091		21,099		10,723		58,107

Growth
Qualified		9,509,994		10,641,800		12,433,926		14,737,084		17,220,047		19,024,051		20,751,788		32,579,232		31,077,806		24,682,418
Non- Qualified		2,625,671		3,012,101		4,143,844		5,804,690		8,112,342		10,364,426		11,812,124		31,437		35,007		718
Money-Market
Qualified		33,570,489		29,261,142		22,097,803		17,590,977		16,994,675		16,334,145		14,263,683		17,065,734		17,595,145		16,361,80
Non- Qualified		9,916,368		8,410,761		6,486,440		5,512,931		6,528,538		6,227,229		6,442,517		—		—		147,63

Total Return
Qualified		68,016,583		70,304,994		79,608,133		89,157,511		95,758,769		96,555,427		92,523,786		121,488,969		110,149,245		89,593,227
Non- Qualified		18,906,950		20,117,223		26,163,888		34,510,874		41,329,166		41,857,538		40,974,027		207,509		174,388		9,682

		Page
Company		2
The Separate Account		2
Purchase of Securities Being Offered		2
Underwriting Arrangements		2
How Annuity Payments are Determined		3
How the Value of the Deferred Contract is Determined		4
How the Accumulation Unit Value is Determined		4
Distribution on Death of Contract Owner		4
Valuing the Underlying Fund Shares		5
Performance Measures		5
Federal Tax Matters		7
Experts		13
Appendix A—General Formulae		14
Financial Statements of the Panorama Separate Account and MassMutual		Final Pages

Year of Birth		Adjusted Age
Before 1900		Actual Age +1
1900—1919		Actual Age
1920—1939		Actual Age - 1
1940—1959		Actual Age - 2
1960—1979		Actual Age - 3

(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;

(c)  is .000020 multiplied by the number of days in the valuation period.

		1 Year		5 Years		10 Years
Income Sub-Account *		(7.04)%		5.18%		6.66%
Money Market Sub-Account **		(0.84)%		3.41%		4.12%
Growth Sub-Account		(9.95)%		14.14%		12.37%
Total Return Sub-Account		(8.46)%		9.08%		9.10%

*	The Income sub-account invests in the Oppenheimer Bond Fund/VA.

**	The Money Market sub-account invests in the Oppenheimer Money Fund/VA.

Portfolio (Inception)		1 Year		3 Years		5 Years		10 Years		Since Inception
Oppenheimer Bond (4/3/85)		(2.23)%		3.98%		6.32%		6.98%		7.54%
Oppenheimer Money (4/3/85)*		4.21 %		4.42%		4.51%		4.42%		4.97%
Panorama Growth (1/21/82)		(4.46)%		8.86%		15.81%		13.19%		15.51%
Panorama Total Return (9/30/82)		(2.25)%		8.27%		11.35%		10.41%		12.08%

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

Before Annual Maintenance Charge
7-Day Yield:		2.85%
7-Day Effective Yield:		2.89%

After Annual Maintenance Charge (Annual Maintenance Charge is 0.089%)
7-Day Yield:		2.76%
7-Day Effective Yield:		2.80%

1.250000 + 000066 - 000003 - 000020 1.249536—000002

- .000020 = 1.000387

		Accumulated Value on the Maturity Date
Number of Annuity Units =		divided by 1,000 × Purchase Rate       Annuity Unit Value on the Maturity Date

Annuity Unit Value =

Value of Annuity Unit on Preceding Valuation Date ×

Net Investment Factor for 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 Payment

Number of Annuity Units in     × each Sub-Account

Annuity Unit Value on Payment Date in each Sub-Account

(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

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

ASSETS
Investments, at Market (Notes 3A and 3B):
Total Return Sub-Account
367,832,488 shares (Cost $619,670,360)		$       643,637,392
Growth Sub-Account
110,031,363 shares (Cost $286,597,385)		328,993,774
*Money Market Sub-Account
44,975,734 shares (Cost $44,975,734)		44,975,734
**Income Sub-Account
4,363,752 shares (Cost $50,444,287)		50,270,422
Total investments		$1,067,877,322
Dividends receivable		101,020
Receivable from Massachusetts Mutual Life Insurance Company		-
Total assets		1,067,978,342
LIABILITIES
Annuitant mortality fluctuation reserve (Note 3D)		112,733
Payable to Massachusetts Mutual Life Insurance Company		3,549,249
NET ASSETS		$     1,064,316,360

Net assets:		Units		Unit values		Net assets
Total Return Sub-Account
Tax-Qualified Plan Contracts		89,181,653		7.160020		$       638,542,419
Non Tax-Qualified Plan Contracts		9,682		7.160020		69,323
Annuity Reserve Tax-Qualified Plan Contracts		411,574		7.160020		2,946,878
Growth Sub-Account
Tax-Qualified Plan Contracts		24,563,084		13.278884		$       326,170,343
Non Tax-Qualified Plan Contracts		718		13.278884		9,534
Annuity Reserve Tax-Qualified Plan Contracts		119,334		13.278884		1,584,622
Money Market Sub-Account
Tax-Qualified Plan Contracts		16,361,801		2.717791		$         44,467,956
Annuity Reserve Tax-Qualified Plan Contracts		147,633		2.717791		401,236
Income Sub-Account
Tax-Qualified Plan Contracts		10,641,643		4.684600		$         49,851,841
Annuity Reserve Tax-Qualified Plan Contracts		58,107		4.684600		272,208
						$     1,064,316,360

*	The Money Market Sub-Account invests in the Oppenheimer Money Fund/VA.

**	The Income Sub-Account invests in the Oppenheimer Bond Fund/VA.

		Total Return Sub-Account			Growth Sub-Account			*Money Market Sub-Account		**Income Sub-Account
Investment Income
Dividends (Note 3B)		$       54,293,503			$       20,653,901			$         2,210,587		$         3,202,167
Expenses
Mortality and expense risk fees (Note 4)		5,368,020			2,831,946			332,786		434,905
Net investment income (Note 3C)		48,925,483			17,821,955			1,877,801		2,767,262
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3B, 3C and 6)		7,936,619			15,652,581			-		186,460
Change in net unrealized appreciation/depreciation of investments		(74,617,950	)		(51,283,584	)		-		(4,320,033	)
Net gain (loss) on investments		(66,681,331	)		(35,631,003	)		-		(4,133,573	)
Net increase (decrease) in net assets resulting from operations		$       (17,755,848	)		$       (17,809,048	)		$         1,877,801		$         (1,366,311	)

*	The Money Market Sub-Account invests in the Oppenheimer Money Fund/VA.

**	The Income Sub-Account invests in the Oppenheimer Bond Fund/VA.

		1999												1998
		Total Return Sub-Account			Growth Sub-Account			*Money Market Sub-Account			**Income Sub-Account			Total Return Sub-Account			Growth Sub-Account			*Money Market Sub-Account			**Income Sub-Account
Increase (decrease) in net assets
Operations:
Net investment income		$       48,925,483			$       17,821,955			$         1,877,801			$         2,767,262			$    110,456,855			$       55,164,827			$         1,970,891			$         1,506,290
Net realized gain (loss) on investments		7,936,619			15,652,581			-			186,460			(6,778,414	)		(3,128,658	)		-			198,885
Change in net unrealized appreciation/     depreciation of investments		(74,617,950	)		(51,283,584	)		-			(4,320,033	)		(28,198,351	)		(23,131,116	)		-			1,923,812
Net increase (decrease) in net assets   resulting from operations		(17,755,848	)		(17,809,048	)		1,877,801			(1,366,311	)		75,480,090			28,905,053			1,970,891			3,628,987
Capital transactions:
Net contract payments		13,509,360			10,772,087			5,955,517			1,380,260			26,484,559			20,811,623			2,196,284			3,079,666
Withdrawal of funds		(151,889,975	)		(97,759,790	)		(21,012,935	)		(13,147,229	)		(83,861,067	)		(44,414,025	)		(13,427,724	)		(9,123,297	)
Transfer due to reimbursement (payment) of     accumulation unit value fluctuation		148,243			13,985			4,684			(30,256	)		569,808			2,158,801			(51,876	)		46,994
Net credit to annuitant mortality reserve		601,513			103,708			141,770			46,166			-			-			-			-
Withdrawal due to Administrative and     contingent deferred sales charge		(313,240	)		(195,677	)		(18,964	)		(25,979	)		-			-			-			-
Annuity benefit payments		(282,155	)		(146,183	)		(41,192	)		(29,204	)		-			-			-			-
Sub-Account transfers		(10,583,861	)		368,715			12,074,444			(1,859,298	)		(20,207,137	)		3,923,598			12,608,805			3,674,734
Net increase (decrease) in net assets resulting   from capital transactions		(148,810,115	)		(86,843,155	)		(2,896,676	)		(13,665,540	)		(77,013,837	)		(17,520,003	)		1,325,490			(2,321,902	)
Total increase (decrease)		(166,565,963	)		(104,652,203	)		(1,018,875	)		(15,031,851	)		(1,533,747	)		11,385,050			3,296,381			1,307,085
NET ASSETS, at beginning of the year		808,124,583			432,416,702			45,888,067			65,155,900			809,658,330			421,031,652			42,591,686			63,848,815
NET ASSETS, at end of the year		$     641,558,620			$     327,764,499			$       44,869,192			$       50,124,049			$     808,124,583			$     432,416,702			$       45,888,067			$       65,155,900

*	The Money Market Sub-Account invests in the Oppenheimer Money Fund/VA.

**	The Income Sub-Account invests in the Oppenheimer Bond Fund/VA.

1.

HISTORY

Panorama Separate Account (the “Separate Account”) is a separate investment account of Massachusetts Mutual Life Insurance Company (“MassMutual”).

The Separate Account is used exclusively for MassMutual’s Individual Deferred and Immediate Variable Annuity Contracts with single or periodic purchase payments.

The Separate Account operates as a registered unit investment trust pursuant to the Investment Company Act of 1940 (“the 1940 Act”).

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/funds of two investment companies: the Panorama Series Fund, Inc. (“Panorama Fund”) and the Oppenheimer Variable Account Funds (“Oppenheimer Trust”). Panorama Fund is an open-end, investment company registered under the 1940 Act, with two of its Portfolios available to Panorama contractowners: the Total Return Sub-Account invests in the Panorama Total Return Portfolio and the Growth Sub-Account invests in the Panorama Growth Portfolio.

Oppenheimer Trust is an open-end, diversified management investment company registered under the 1940 Act, with two of its Funds available to Panorama contractowners: the Money Market Sub-Account invests in the Oppenheimer Money Fund/VA and the Income Sub-Account invests in the Oppenheimer Bond Fund/VA. OppenheimerFunds, Inc., a controlled subsidiary of MassMutual, serves as the investment manager for the Panorama Fund and Oppenheimer Trust.

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

Investments in Panorama Fund and Oppenheimer Trust are each stated at market value which is the net asset value per share of each of the respective underlying Portfolios/Funds.

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.

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.	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. 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.

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 on behalf of MML Distributors or MMLISI. MML Distributors and MMLISI also receive compensation for their actions as underwriters of the contracts.

6.	PURCHASES AND SALES OF INVESTMENTS

For The Year Ended		Total Return Sub-Account			Growth Sub-Account			Money Market Sub-Account			Income Sub-Account
December 31, 1999
Cost of purchases		$       58,021,085			$       26,698,021			$       22,177,266			$         7,437,672
Proceeds from sales		$    (157,024,410	)		$       (95,719,554	)		$       (23,130,566	)		$       (17,850,420	)

7.	NET DECREASE IN ACCUMULATION UNITS

For The Year Ended		Total Return Sub-Account			Growth Sub-Account			Money Market Sub-Account			Income Sub-Account
December 31, 1999
Units purchased		$       2,306,615			$           826,051			$           979,078			$           223,152
Units withdrawn		(21,181,269	)		(7,218,920	)		(7,885,506	)		(2,798,562	)
Units transferred between divisions		(1,911,657	)		(32,843	)		5,777,416			(329,739	)
Net decrease		(20,786,311	)		(6,425,712	)		(1,129,012	)		(2,905,149	)
Units, at beginning of the year		109,977,646			30,989,514			17,490,813			13,546,792
Units, at end of the year		$    89,191,335			$    24,563,802			$    16,361,801			$    10,641,643
For The Year Ended		Total Return Sub-Account			Growth Sub-Account			Money Market Sub-Account			Income Sub-Account
December 31, 1998
Units purchased		$       3,863,582			$       1,549,526			$           861,099			$           660,137
Units withdrawn		(12,198,235	)		(3,310,544	)		(5,236,756	)		(1,947,310	)
Units transferred between divisions		(2,995,465	)		215,831			4,921,559			768,460
Net decrease		(11,330,118	)		(1,545,187	)		545,902			(518,713	)
Units, at beginning of the year		121,307,764			32,534,701			16,944,911			14,065,505
Units, at end of the year		$  109,977,646			$    30,989,514			$    17,490,813			$    13,546,792

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

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

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

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

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

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

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

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

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

a.	Investments

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

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

Policy loans are carried at the outstanding loan balance less amounts unsecured by the cash surrender value of the policy.

Short-term investments are stated at amortized cost.

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

In compliance with regulatory requirements, the Company maintains an Asset Valuation Reserve (“AVR”) and an Interest Maintenance Reserve (“IMR”). The AVR and other investment reserves stabilize the policyholders’ contingency reserves against fluctuations in the value of stocks, as well as declines in the value of bonds, mortgage loans and real estate investments. The IMR defers after-tax realized capital gains and losses which result from changes in the overall level of interest rates for all types of fixed income investments and interest related hedging activities. These interest rate related gains and losses are amortized into net investment income using the grouped method over the remaining life of the investment sold or over the remaining life of the underlying asset. Net realized after tax capital losses of $29.2 million in 1999 and net realized after tax capital gains of $189.1 million in 1998, and $95.4 million in 1997 were deferred into to the IMR. Amortization of the IMR into net investment income amounted to $52.0 million in 1999, $40.3 million in 1998, and $31.0 million in 1997.

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

b.	Separate Accounts

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

c.	Non-admitted Assets

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

d.	Policyholders’ Reserves and Funds

Policyholders’ reserves for life insurance contracts are developed using accepted actuarial methods computed principally on the net level premium and the Commissioners’ Reserve Valuation Method bases using the American Experience and the 1941, 1958 and 1980 Commissioners’ Standard Ordinary mortality tables with assumed interest rates ranging from 2.50 to 6.75 percent.

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

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

e.	Premium and Related Expense Recognition

Life insurance premium revenue is recognized annually on the anniversary date of the policy. Annuity premium is recognized when received. Disability income premiums are recognized as revenue when due. Commissions and other costs related to issuance of new policies, and policy maintenance and settlement costs are charged to current operations when incurred.

f.	Policyholders’ Dividends

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

g.	Cash and Short-term Investments

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

h.	Policyholders’ Contingency Reserves

Policyholders’ contingency reserves represent surplus of the Company as reported to regulatory authorities and are intended to protect policyholders against possible adverse experience.

The Company issued surplus notes of $100.0 million at 7.5 percent and $250.0 million at 7.625 percent in 1994 and 1993, respectively. These notes are unsecured and subordinate to all present and future indebtedness of the Company, policy claims and prior claims against the Company as provided by the Massachusetts General Laws. Issuance was approved by the Commissioner of Insurance of the Commonwealth of Massachusetts (“the Commissioner”).

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

Interest on the notes issued in 1994 is scheduled to be paid on March 1 and September 1 of each year, to holders of record on the preceding February 15 or August 15, respectively. Interest on the notes issued in 1993 is scheduled to be paid on May 15 and November 15 of each year, to holders of record on the preceding May 1 or November 1, respectively. Interest expense is not recorded until approval for payment is received from the Commissioner. Interest of $26.6 million was approved and paid in 1999, 1998 and 1997.

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

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

a.	Retirement Plans

On June 1, 1999, the Company converted its two non-contributory defined benefit plans into a cash balance pension plan. The cash balance pension plan covers substantially all of its employees. Benefits are expressed as an account balance which is increased with pay credits and interest credits. Prior to June 1, 1999, the Company offered two non-contributory defined benefit plans covering substantially all of its employees. One plan included active employees and retirees previously employed by Connecticut Mutual Life Insurance Company (“Connecticut Mutual”) which merged with MassMutual in 1996; the other plan included all other eligible employees and retirees. Benefits were based on the employees’ years of service, compensation during the last five years of employment and estimated social security retirement benefits.

The Company accounts for these plans following Financial Accounting Standards Board Statement No. 87, “Employers’ Accounting for Pensions.” Accordingly, as permitted by the Commonwealth of Massachusetts Division of Insurance, the Company has recognized a pension asset of $214.4 million and $216.0 million at December 31, 1999 and 1998, respectively. Company policy is to fund pension costs in accordance with the requirements of the Employee Retirement Income Security Act of 1974 and, based on such requirements, no funding was required for the years ended December 31, 1999 and 1998. The assets of the plans are invested in the Company’s general account and separate accounts.

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

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

b.	Life and Health

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

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

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

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

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

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

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

Provision for federal income taxes is based upon the Company’s estimate of its tax liability. No deferred tax effect is recognized for temporary differences that may exist between financial reporting and taxable income. Accordingly, the reporting of miscellaneous temporary differences, such as reserves and policy acquisition costs, and of permanent differences such as equity tax, resulted in effective tax rates which differ from the statutory tax rate.

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

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

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

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

The Company maintains a diversified investment portfolio. Investment policies limit concentration in any asset class, geographic region, industry group, economic characteristic, investment quality or individual investment. In the normal course of business, the Company enters into commitments to purchase privately placed bonds, mortgage loans and real estate, which at December 31, 1999, totaled $773.9 million.

a.

Bonds

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

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

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

The carrying value and estimated fair value of bonds at December 31, 1999, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.

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

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

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

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

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

d.

Other

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

The Company uses common derivative financial instruments to manage its investment risks, primarily to reduce interest rate and duration imbalances determined in asset/liability analyses. These financial instruments described below are not recorded in the financial statements, unless otherwise noted. The Company does not hold or issue these financial instruments for trading purposes.

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

The Company utilizes interest rate swap agreements, options, and purchased caps and floors to reduce interest rate exposures arising from mismatches between assets and liabilities and to modify portfolio profiles to manage other risks identified. Under interest rate swaps, the Company agrees to an exchange, at specified intervals, between streams of variable rate and fixed rate interest payments calculated by reference to an agreed upon notional principal amount. Gains and losses realized on the termination of contracts are deferred and amortized through the IMR over the remaining life of the associated contract. IMR amortization is included in net investment income on the Statutory Statements of Income. Net amounts receivable and payable are accrued as adjustments to net investment income and included in other assets on the Statutory Statements of Financial Position. At December 31, 1999 and 1998, the Company had swaps with notional amounts of $9,403.5 million and $4,382.0 million, respectively.

Options grant the purchaser the right to buy or sell a security or enter into a derivative transaction at a stated price within a stated period. The Company’s option contracts have terms of up to fifteen years. The amounts paid for options purchased are amortized into net investment income over the life of the contract on a straight-line basis. Unamortized costs are included in other investments on the Statutory Statements of Financial Position. Gains and losses on these contracts are recorded at the expiration or termination date and are deferred and amortized through the IMR over the remaining life of the option contract. At December 31, 1999 and 1998, the Company had option contracts with notional amounts of $11,825.5 million and $12,704.4 million, respectively. The Company’s credit risk exposure was limited to the unamortized costs of $76.9 million and $92.5 million at December 31, 1999 and 1998, respectively.

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

The Company enters into forward U.S. Treasury, Government National Mortgage Association (“GNMA”) and Federal National Mortgage Association (“FNMA”) commitments for the purpose of managing interest rate exposure. The Company generally does not take delivery on forward commitments. These commitments are instead settled with offsetting transactions. Gains and losses on forward commitments are recorded when the commitment is closed and deferred and amortized through the IMR over the remaining life of the asset. At December 31, 1999 and 1998, the Company had U. S. Treasury, GNMA and FNMA purchase commitments which will settle during the following year with contractual amounts of $175.1 million and $603.4 million, respectively.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company enters into reinsurance agreements with other insurance companies in the normal course of business. Premiums, benefits to policyholders and provisions for future benefits are stated net of reinsurance. The Company remains liable to the insured for the payment of benefits if the reinsurer cannot meet its obligations under the reinsurance agreements. Total premiums ceded were $141.7 million in 1999, $183.9 million in 1998 and $294.6 million in 1997.

The Company is subject to insurance guaranty fund laws in the states in which it does business. These laws assess insurance companies amounts to be used to pay benefits to policyholders and claimants of insolvent insurance companies. Many states allow these assessments to be credited against future premium taxes. The Company believes such assessments in excess of amounts accrued will not materially affect its financial position, results of operations or liquidity.

The Company is involved in litigation arising in and out of the normal course of business, including class action and purported class action suits which seek both compensatory and punitive damages. While the Company is not aware of any actions or allegations which should reasonably give rise to any material adverse effect, the outcome of litigation cannot be foreseen with certainty. It is the opinion of management, after consultation with legal counsel, that the ultimate resolution of these matters will not materially affect its financial position, results of operations or liquidity.

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

Parent

Massachusetts Mutual Life Insurance Company

Subsidiaries of Massachusetts Mutual Life Insurance Company

CM Assurance Company

CM Benefit Insurance Company

C.M. Life Insurance Company

MassMutual Holding Company

MML Bay State Life Insurance Company

MML Distributors, LLC

MassMutual Mortgage Finance, LLC

Subsidiaries of MassMutual Holding Company

GR Phelps & Co., Inc.

MassMutual Holding Trust I

MassMutual Holding Trust II

MassMutual Holding MSC, Inc.

MassMutual International, Inc.

MML Investor Services, Inc.

Subsidiaries of MassMutual Holding Trust I

Antares Capital Corporation – 80.0%

Charter Oak Capital Management, Inc. – 80.0%

Cornerstone Real Estate Advisors, Inc.

DLB Acquisition Corporation – 91.3%

Oppenheimer Acquisition Corporation – 91.91%

Subsidiaries of MassMutual Holding Trust II

CM Advantage, Inc.

CM International, Inc.

CM Property Management, Inc.

HYP Management, Inc.

MMHC Investments, Inc.

MML Realty Management

Urban Properties, Inc.

MassMutual Benefits Management, Inc.

Subsidiaries of MassMutual International, Inc.

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

MassLife Seguros de Vida S. A. – 99.9%

MassMutual International (Bermuda) Ltd.

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

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

MassMutual Holding MSC, Inc.

MassMutual Corporate Value Limited – 40.93%

9048-5434 Quebec, Inc.

1279342 Ontario Limited

Affiliates of Massachusetts Mutual Life Insurance Company

MML Series Investment Fund

MassMutual Institutional Funds

1(a).		Resolution of the Board of Directors of Connecticut Mutual Life Insurance Company (“CML”) establishing the Separate Account(5).
2.		Not Applicable.
3(a).		Form of Principal Underwriting Agreement between CML and Connecticut Mutual Financial Services, LLC.(5)
3(b).		Form of Underwriting and Servicing Agreement between the Company and MML Investors Services, Inc.(2)
4(a).		Form of Individual Deferred Variable Annuity Contract.(5)
4(b).		Form of Individual Immediate Variable Annuity Contract.(5)
5.		Form of Application.(5)
6(a).		Copy of the Articles of Incorporation of Massachusetts Mutual Life Insurance Co.(3)
6(b).		Copy of the by-laws of Massachusetts Mutual Life Insurance Co.(3)
7.		Not Applicable.
8(a).		Copy of the Form of Participation Agreement with Oppenheimer Variable Account Funds.(3)
8(b).		Copy of the Form of Participation Agreement with Panorama Series Funds, Inc.(3)
9.		Opinion of and Consent of Counsel.(1)
10 (a).		Consent of Independent Auditors’, Deloitte and Touche LLP.(1)

10 (b).		Powers of Attorney.(6)
10 (c).		Powers of Attorney for Robert J. O’Connell and Thomas B. Wheeler.(3)
10 (d).		Power of Attorney for Roger G. Ackerman.(7)
10 (e).		Power of Attorney for Howard Gunton.(8)
11.		Not Applicable.
12.		Not Applicable.
13.		Copy of the Schedule of Computation of Performance.(4)
14.		None

(1)	Filed herewith.

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

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

(4)	Incorporated by reference to Registrant’s Post Effective Amendment No. 2 to Registration Statement File No. 333-01363, effective May 1, 1997.

(5)	Incorporated by reference to Registrant’s Post Effective Amendment No. 3 to Registration Statement File No. 333-01363, effective May 1, 1998.

(6)	Incorporated by reference to Initial Registration Statement No. 333-22557, filed on January 28, 1997.

(7)	Incorporated by reference to Registration Statement No. 333-45039, filed on June 4, 1998.

(8)	Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement No. 333-80991, filed on September 20, 1999.

Name, Position, Business Address

Principal Occupation(s) During Past Five Years

Roger G. Ackerman, Director One Riverfront Plaza, HQE 2 Corning, NY 14831

Corning, Inc. Chairman and Chief Executive Officer (since 1996) President and Chief Operating Officer (1990-1996)

James R. Birle, Director 2 Soundview Drive Greenwich, CT 06836

Resolute Partners, LLC Chairman (since 1997), Founder (1994) President (1994-1997)

Gene Chao, Director 733 SW Vista Avenue Portland, OR 97205

Computer Projections, Inc. Chairman, President and CEO (1991-2000)

Patricia Diaz Dennis, Director 175 East Houston, Room 5-A-70 San Antonio, TX 78205

SBC Communications Inc. Senior Vice President—Regulatory and Public Affairs (since 1998) Senior Vice President and Assistant General Counsel (1995-1998)

Anthony Downs, Director 1775 Massachusetts Ave., N.W. Washington, DC 20036-2188

The Brookings Institution Senior Fellow (since 1977)

James L. Dunlap, Director 2514 Westgate Houston, TX 77019

Ocean Energy, Inc. Vice Chairman (1998-1999) United Meridian Corporation President and Chief Operating Officer (1996-1998) Texaco, Inc. Senior Vice President (1987-1996)

William B. Ellis, Director 31 Pound Foolish Lane Glastonbury, CT 06033

Yale University School of Forestry and Environmental Studies Senior Fellow (since 1995) Northeast Utilities Chairman of the Board (1993-1995) and Chief Executive Officer (1983-1993)

Robert M. Furek, Director c/o Shipman & Goodwin One American Row Hartford, CT 06103

Resolute Partners LLC Partner (since 1997) State Board of Trustees for the Hartford School System Chairman (since 1997) Heublein, Inc. President and Chief Executive Officer (1987-1996)

Charles K. Gifford, Director One Federal Street, 36th Floor Boston, MA 02110

FleetBoston Financial President and Chief Operating Officer (since 1999) BankBoston, N.A. Chairman and Chief Executive Officer (1996-1999) President (1989-1996) BankBoston Corporation Chairman (1998-1999) and Chief Executive Officer (1995-1999) President (1989-1996)

William N. Griggs, Director One State Street, 5th Floor New York, NY 10004

Griggs & Santow, Inc. Managing Director (since 1983)

George B. Harvey, Director One Landmark Square, Suite 1905 Stamford, CT 06901

Pitney Bowes Chairman, President and CEO (1983-1996)

Barbara B. Hauptfuhrer, Director 1700 Old Welsh Road Huntingdon Valley, PA 19006

Director of various corporations (since 1972)

Sheldon B. Lubar, Director 700 North Water Street, Suite 1200 Milwaukee, WI 53202

Lubar & Co. Incorporated Chairman (since 1977)

William B. Marx, Jr., Director 5 Peacock Lane Village of Golf, FL 33436-5299

Lucent Technologies Senior Executive Vice President (1996-1996) AT&T Multimedia Products Group Executive Vice President and CEO (1994-1996)

John F. Maypole, Director 55 Sandy Hook Road—North Sarasota, FL 34242

Peach State Real Estate Holding Company Managing Partner (since 1984)

Robert J. O’Connell, Director, Chairman, President and Chief Executive Officer 1295 State Street Springfield, MA 01111

MassMutual Chairman (since 2000), Director, President and Chief Executive Officer (since 1999) American International Group, Inc. Senior Vice President (1991-1998) AIG Life Companies President and Chief Executive Officer (1991-1998)

Thomas B. Wheeler, Director 1295 State Street Springfield, MA 01111

MassMutual Director (since 1987) Chairman of the Board (1996-1999) President (1988-1996) and Chief Executive Officer (1988-1999)

Alfred M. Zeien, Director 300 Boylston Street, Apt. 514 Boston, MA 02116

The Gillette Company Chairman and Chief Executive Officer (1991-1999)

Lawrence V. Burkett, Jr. 1295 State Street Springfield, MA 01111

MassMutual Executive Vice President and General Counsel (since 1993)

Robert W. Crispin 1295 State Street Springfield, MA 01111

MassMutual Executive Vice President (since 1999) UNUM Corporation Executive Vice President (1995-1999)

James E. Miller 1295 State Street Springfield, MA 01111

MassMutual Executive Vice President (since 1997 and 1987-1996) UniCare Life & Health Senior Vice President (1996-1997)

Christine M. Modie 1295 State Street Springfield, MA 01111

MassMutual Executive Vice President and Chief Information Officer (since 1999) Travelers Insurance Company Senior Vice President and Chief Information Officer (1996-1999) Aetna Life & Annuity Vice President (1993-1996)

John V. Murphy 1295 State Street Springfield, MA 01111

MassMutual Executive Vice President (since 1997) David L. Babson & Co., Inc. Executive Vice President and Chief Operating Officer (1995-1997) Concert Capital Management, Inc. Chief Operating Officer (1993-1995)

Stuart H. Reese 1295 State Street Springfield, MA 01111

David L. Babson and Co. Inc. President and Chief Executive Officer (since 1999) MassMutual Executive Vice President and Chief Investment Officer (since 1999) Chief Executive Director-Investment Management (1997-1999) Senior Vice President (1993-1997)

Kenneth M. Rickson		Member Representative G.R. Phelps & Co., Inc.,		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Margaret Sperry		Member Representative Massachusetts Mutual Life Insurance Co.		1295 State Street Springfield, MA 01111
Ronald E. Thomson		Vice President		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
John E. Forrest		Vice President		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Michael L. Kerley		Vice President, Assistant Secretary		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
James T. Bagley		Treasurer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Bruce C. Frisbie		Assistant Treasurer		1295 State Street Springfield, MA 01111-0001
Raymond W. Anderson		Assistant Treasurer		140 Garden Street Hartford, CT 06154
Ann F. Lomeli		Secretary		1295 State Street Springfield, MA 01111-0001
Marilyn A. Sponzo		Chief Legal Officer Assistant Secretary		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Robert Rosenthal		Compliance Officer		One Monarch Place 1414 Main Street Springfield, MA 01144
Kathy Dansereau		Registration Manager		1414 Main Street Springfield, MA 01144
Peter Cuozzo		Variable Life Supervisor and Hartford OSJ Supervisor		140 Garden Street Hartford, CT 06154
Anne Melissa Dowling		Large Corporate Marketing Supervisor		140 Garden Street Hartford, CT 06154

OFFICER		BUSINESS ADDRESS
Kenneth M. Rickson President		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Michael L. Kerley Vice President, Chief Legal Officer, Chief Compliance Officer, Assistant Secretary		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Ronald E. Thomson Vice President, Treasurer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Ann F. Lomeli Secretary/Clerk		1295 State Street Springfield, MA 01111
John E. Forrest Vice President National Sales Director		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Marilyn A. Sponzo Assistant Secretary, Second Vice President and Associate General Counsel		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Eileen D. Leo Second Vice President and Associate General Counsel		One Monarch Place 1414 Main Street Springfield, MA 01144
James Furlong Chief Operations Officer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
James T. Bagley Chief Financial Officer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Daniel Colarusso Chief Information Officer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
David Deonarine Sr. Registered Options Principal		One Monarch Place 1414 Main Street Springfield, MA 01144-1013
Steven Sampson Compliance Registered Options Principal		One Monarch Place 1414 Main Street Springfield, MA 01144
John McBride Assistant Treasurer		1295 State Street Springfield, MA 01111

OFFICER		BUSINESS ADDRESS
Gary W. Masse Retirement Services Regional Supervisor (East/Central)		221 Park Place II Coral Gables, FL 33146
Robert W. Kumming, Jr. Retirement Services Supervisor		1295 State Street Springfield, MA 01111
Peter J. Zummo Retirement Services Regional Supervisor (South/West)		1295 State Street Springfield, MA 01111
Stanley Label Retirement Services Regional Supervisor (Mid/South)		433 Plaza Real Suite 275 Boca Raton, FL 33432
Burvin E. Pugh, Jr. Agency Field Force Supervisor Regional Supervisor/South, West Central		1295 State Street Springfield, MA 01111
John P. McCloskey Regional Supervisor/East		1295 State Street Springfield, MA 01111
Rita H. Mitchell Variable Life Supervisor		1295 State Street Springfield, MA 01111
Anne Melissa Dowling Large Corporate Markets Supervisor		140 Garden Street Hartford, CT 06154
Susan Alfano Director		1295 State Street Springfield, MA 01111
Robert J. O’Connell Chairman of the Board of Directors		1295 State Street Springfield, MA 01111
Burvin E. Pugh, Jr. Director		1295 State Street Springfield, MA 01111
Howard E. Gunton Director		1295 State Street Springfield, MA 01111
Paul DeSimone Director		1295 State Street Springfield, MA 01111
Lawrence V. Burkett, Jr. Director		1295 State Street Springfield, MA 01111

PANORAMA SEPARATE ACCOUNT

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (Depositor)

/S /    ROBERT J. O’CONNELL *

By:

Robert J. O’Connell

Director, Chairman, President and Chief Executive Officer

Massachusetts Mutual Life Insurance Company

/S /    RICHARD M. HOWE

*Richard M. Howe

On April 22, 2000, as Attorney-in-Fact pursuant

to power of attorney.

Signature		Title		Date
/s/    ROBERT J. O’CONNELL *                                                                                                                    Robert J. O’Connell		Director, Chairman, President and Chief Executive Officer		April 22, 2000
/s/    HOWARD GUNTON *                                                                                                                    Howard Gunton		Senior Vice President, Chief Financial Officer & Chief Accounting Officer		April 22, 2000
/s/    ROGER G. ACKERMAN *                                                                                                                    Roger G. Ackerman		Director		April 22, 2000
/s/    JAMES R. BIRLE *                                                                                                                    James R. Birle		Director		April 22, 2000
/s/    GENE CHAO *                                                                                                                    Gene Chao		Director		April 22, 2000

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

/s/    JAMES M. RODOLAKIS

James. M. Rodolakis

Counsel Massachusetts Mutual Life Insurance Company

Exhibit 9		Opinion of and Consent of Counsel
Exhibit 10(a)		Consent of Independent Auditors’, Deloitte & Touche LLP