MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I, 497, 1996-03-01

MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I
497, 1996-03-01

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Flexible Premium Variable Whole Life Insurance Policies*
Issued By
MML Bay State Life Insurance Company

This Prospectus describes a flexible premium variable whole life insurance
policy (the "Policy") offered by MML Bay State Life Insurance Company ("MML Bay
State"). The Policy, for so long as it remains in force, provides lifetime
insurance protection on the Insured named in the Policy. The Policy is designed
to provide maximum flexibility in connection with premium payments and Death
Benefits by permitting the Policyowner, subject to certain restrictions, to vary
the frequency and amount of Planned Premium Payments and to increase or decrease
the Death Benefit payable under the Policy. This flexibility allows a
Policyowner to provide for changing insurance needs under a single insurance
policy. A Policy may also be surrendered for its Cash Surrender Value.

The Policyowner may allocate Net Premiums and Account Value among the divisions
(the "Divisions") of the designated segment of MML Bay State Variable Life
Separate Account I (the "Separate Account") and a Guaranteed Principal Account
(the "GPA"). The assets of each Division will be used to purchase, at net asset
value, shares of a designated investment fund. Currently, the available funds
include the following funds of either MML Series Investment Fund (the "MML
Trust") or Oppenheimer Variable Account Funds (the "Oppenheimer Trust"):

MML Trust: Oppenheimer Trust:
--------- -----------------
MML Equity Fund Oppenheimer Capital Appreciation Fund
MML Money Market Fund Oppenheimer Global Securities Fund
MML Managed Bond Fund Oppenheimer Growth Fund
MML Blend Fund Oppenheimer Strategic Bond Fund

The Policyowner bears the investment risk of any Account Value allocated to the
Separate Account. The Death Benefit may, and the Cash Surrender Value will, vary
up and down depending on the investment performance of the Divisions. While
there is no guaranteed minimum Cash Surrender Value for funds invested in the
Separate Account, a Policy's Death Benefit will never be less than the Selected
Face Amount less any Policy Debt and any unpaid Monthly Charges. Furthermore,
the Policy will not lapse provided there are sufficient funds available to pay
certain monthly charges.

All Policies are serviced through MML Bay State's Principal Administrative
Office, located at 1295 State Street, Springfield, Massachusetts 01111-0001. The
telephone number is (413) 788-8411. MML Bay State's Home Office is located in
Jefferson City, Missouri.

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

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE PROSPECTUSES FOR MML
SERIES INVESTMENT FUND AND OPPENHEIMER VARIABLE ACCOUNT FUNDS.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE.

THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION FOR
THE BENEFICIARY OF A POLICY. WE DO NOT CLAIM THAT THE POLICY IS IN ANY WAY
SIMILAR TO OR COMPARABLE WITH A MUTUAL FUND'S SYSTEMATIC INVESTMENT PLAN.

REPLACING EXISTING INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE.

This Prospectus does not constitute an offer of, or solicitation of, an offer to
acquire any interest or participation in the flexible premium variable life
insurance policies offered by this Prospectus in any jurisdiction to anyone to
whom it is unlawful to make such an offer or solicitation in such jurisdiction.

The date of this Prospectus is July 24, 1995.

*Title may vary in some jurisdictions
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Table Of Contents

Definition Of Terms.......................................................... 5

I. SUMMARY OF THE POLICY................................................... 7
The Policy.............................................................. 7
The Separate Account and the Guaranteed Principal Account............... 7
Availability of the Policy.............................................. 7
The Death Benefit....................................................... 7
Flexibility to Adjust the Amount of Death Benefit....................... 7
Premium Features........................................................ 8
Transfers............................................................... 8
Charges and Deductions.................................................. 8
Deductions from Premiums................................................ 8
Monthly Charges......................................................... 8
Surrender Charge........................................................ 8
Administrative Surrender Charge....................................... 8
Sales Load Surrender Charge........................................... 8
Mortality and Expense Risk Charge....................................... 9
Other Charges........................................................... 9
Policy Loan Privilege................................................... 9
Surrender of the Policy................................................. 9
Withdrawal of Cash Surrender Value...................................... 9
II. INFORMATION ABOUT MML BAY STATE AND THE SEPARATE ACCOUNT................ 9
MML Bay State and MassMutual............................................ 9
Oppenheimer Management Corporation...................................... 9
The Separate Account.................................................... 9
MML Trust and Oppenheimer Trust......................................... 10
- MML Equity Fund....................................................... 10
- MML Money Market Fund................................................. 10
- MML Managed Bond Fund................................................. 11
- MML Blend Fund........................................................ 11
- Oppenheimer Capital Appreciation Fund................................. 11
- Oppenheimer Global Securities Fund.................................... 11
- Oppenheimer Growth Fund............................................... 11
- Oppenheimer Strategic Bond Fund....................................... 11
The Investment Advisors and Portfolio Managers.......................... 11
- Rates of Return....................................................... 11
- Tables I through Table IV............................................. 11
Performance Illustration................................................ 14
- Tables V through Table XII............................................ 14
III. DETAILED INFORMATION ABOUT THE POLICY
Availability of Policy.................................................. 17
Unisex Policies......................................................... 17
Death Benefit........................................................... 17
- Death Benefit Options................................................. 17
- Minimum Face Amount................................................... 17
- Changes in Death Benefit Option....................................... 17
- Changes in Selected Face Amount....................................... 18
- Increases in Selected Face Amount..................................... 18
- Decreases in Selected Face Amount..................................... 18
Premiums................................................................ 18
- Premium Flexibility................................................... 18
- Planned Annual Premium................................................ 18
- Premium Limitations................................................... 18
Allocation of Net Premium Payments...................................... 19
Transfers............................................................... 19
Dollar Cost Averaging................................................... 19
Policy Lapse and Reinstatement.......................................... 19
- Policy Lapse.......................................................... 19
- Reinstatement Option.................................................. 19

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Charges and Deductions.................................................. 20
Deductions from Premiums................................................ 20
- Sales Charge.......................................................... 20
- Premium Tax Charge.................................................... 20
- Monthly Charge........................................................ 20
- Administrative Charge................................................. 20
- Mortality Charge...................................................... 20
- Rider Charge.......................................................... 20
Daily Charges against Separate Account.................................. 20
- Mortality and Expense Risk Charge..................................... 20
- Charges for Federal Taxes............................................. 21
- Investment Management Fee and Other Expenses.......................... 21
Surrender Charges....................................................... 21
- General............................................................... 21
- Administrative Surrender Charge....................................... 21
- Sales Load Surrender Charge........................................... 21
- Surrender Charge Upon Decrease in Selected Face Amount................ 21
- Other Charges......................................................... 21
- Withdrawal Fee........................................................ 21
- Charge for Increase in Selected Face Amount........................... 21
- Charge for Change from Option 1 to Option 2........................... 21
Account Value and Cash Surrender Value.................................. 21
- Account Value......................................................... 21
- Investment Return..................................................... 21
- Cash Surrender Value.................................................. 22
- Withdrawals........................................................... 22
Policy Loan Privilege................................................... 22
- General............................................................... 22
- Source of Loan........................................................ 22
- Interest Charged...................................................... 22
- Repayment............................................................. 22
- Interest on Loaned Value.............................................. 22
- Effect of Loan........................................................ 22
Free Look Provision..................................................... 23
The Guaranteed Principal Account........................................ 23
Federal Income Tax Considerations....................................... 23
- MML Bay State's Tax Status............................................ 23
- Policy Proceeds, Premiums and Loans................................... 24
- Modified Endowment Contracts.......................................... 24
- Qualified Plans....................................................... 25
- Diversification Standards............................................. 25
Your Voting Rights...................................................... 26
Reservation of Rights................................................... 26
Additional Provisions of the Policy..................................... 26
Additional Benefits You Can Get by Rider................................ 26
Disability Benefit Rider.............................................. 26
Accidental Death Benefit Rider........................................ 26
Insurability Protection Rider......................................... 26
Death Benefit Guarantee Rider......................................... 26
Accelerated Death Benefit Rider....................................... 27
Right to Exchange Insured Endorsement................................. 27
Exchange Privilege...................................................... 27
Beneficiary............................................................. 27
Assignment.............................................................. 27
Limits on Our Right to Challenge the Policy............................. 27
Error of Age or Sex..................................................... 27
Suicide................................................................. 27
When We Pay Proceeds.................................................... 27
Payment Options......................................................... 28
Records and Reports..................................................... 28
Sales and Other Agreements.............................................. 28

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Commission Schedule..................................................... 28
Service Agreement....................................................... 29
Bonding Arrangement..................................................... 29
Directors and Officers of MML Bay State................................. 29
Legal Proceedings....................................................... 30
Experts................................................................. 30
Financial Statements.................................................... 30
Appendix A
Illustrations of Death Benefits,
Cash Surrender Values, Account Values
and Accumulated Premiums................................................ 41

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Definition Of Terms

Account Value: The sum of the Variable Account Value and the Fixed Account Value
of the Policy.

Attained Age: The Issue Age of the Insured plus the number of completed Policy
Years since the Policy Date.

Beneficiary(ies): The person or persons specified by the Policyowner to receive
some or all of the Death Benefit when the Insured dies.

Cash Surrender Value: The amount payable to a Policyowner upon surrender of the
Policy. It is equal to the Account Value less any surrender charges and less any
Policy Debt and any unpaid Monthly Charges.

Death Benefit: The net amount paid to a Beneficiary following receipt of due
proof of the death of the Insured. The Death Benefit is equal to the benefit
provided by the Death Benefit Option less any Policy Debt and any unpaid Monthly
Charges.

Death Benefit Option: The Policy offers two Death Benefit Options for
determination of the amount of the Death Benefit. The amount of benefit provided
under Option 1 is the greater of the Selected Face Amount or Minimum Face Amount
on the date of death. The amount of benefit provided under Option 2 is the
greater of the Selected Face Amount plus the Account Value on the date of death
and the Minimum Face Amount on the date of death. The Death Benefit Option is
elected at time of application and, subject to certain limitations, may be
changed at a later date.

Effective Annual Rate of Return: The interest rate which, if applied to the
value of an investment at the beginning of a stated period and compounded
annually, would result in the value of that investment at the end of the period.

Fixed Account Value: The current Account Value which is allocated to the GPA.

Guaranteed Principal Account ("GPA"): A fixed account to which a Policyowner may
make allocations.

Insured: The person whose life this Policy insures.

Issue Age: The age of the Insured at his or her birthday nearest the Policy
Date. The Issue Age is shown on the schedule page of the Policy.

Minimum Face Amount: An amount equal to the applicable percentage times the
Account Value. The applicable percentage depends on the sex, smoking
classification, and Attained Age of the Insured. The applicable percentages are
shown in the Policy.

Monthly Calculation Date: The monthly date on which the Monthly Charges for the
Policy are deducted from the Account Value. The first Monthly Calculation Date
will be the Policy Date, and subsequent Monthly Calculation Dates will be on the
same day of each succeeding calendar month.

Monthly Charges: The charges assessed against the Policy's Account Value on each
Monthly Calculation Date. Each Monthly Charge includes an administrative charge,
a mortality charge, and a rider charge (if any).

Net Premium: The remainder of the premium after the deduction of the Premium
Expense Charge.

Policy: The flexible premium variable life insurance policy offered by MML Bay
State that is described in this Prospectus.

Policy Anniversary: An anniversary of the Policy Date.

Policyowner: The person or entity that owns the Policy.

Policy Date: The date shown on the Policy that is the starting point for
determining Policy Anniversary Dates, Policy Years, and Monthly Calculation
Dates.

Policy Debt: The amount of the obligation owed by the Policyowner to MML Bay
State from outstanding loans made to the Policyowner under the Policy. This
amount includes any loan interest accrued.

Policy Year: The twelve-month period commencing with the Policy Date, and each
twelve-month period thereafter.

Premium Expense Charge: The amount deducted from a premium payment consisting of
the premium tax charge and the sales charge.

Principal Administrative Office: MML Bay State's Principal Administrative Office
is located at 1295 State Street, Springfield, Massachusetts 01111-0001.

Register Date: The date when a completed Part 1 of the Application is received
or when the first Net Premium is allocated to the Divisions and/or GPA. The
Register Date cannot be prior to the Policy Date.

Selected Face Amount: The amount of insurance coverage issued under the Policy.
Subject to certain limitations, the Policyowner may change the Selected Face
Amount after issue.

Separate Account: The segregated asset account called "MML Bay State Variable
Life Separate Account I" established by MML Bay State under the laws of Missouri
and registered as a unit investment trust with the Securities and Exchange
Commission pursuant to the Investment Company Act of 1940, as amended ("1940
Act"). The Separate Account is used to receive and invest premiums for this
Policy.

Valuation Date: A date on which the net asset value of the shares of the
Divisions is determined. Generally, this will

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be any date on which the New York Stock Exchange (or its successor) is open for
trading.

Valuation Period: The period, consisting of one or more days, from one Valuation
Time to the next succeeding Valuation Time.

Valuation Time: The time of the close of the New York Stock Exchange (currently
4:00 p.m. eastern time) on a Valuation Date. All actions which are to be
performed on a Valuation Date will be performed as of the Valuation Time.

Variable Account Value: The value equal to the number of Accumulation Units
multiplied by the number of units in the Division that the Policyowner owns.

We or Us: Refers to MML Bay State.

You or Yours: Refers to the Policyowner.

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I. Summary Of The Policy

This summary is intended to provide a brief overview of the more significant
aspects of the Policy. Further detail is provided elsewhere in this Prospectus.
Additionally, You should consult Your Policy for a further understanding of its
terms and conditions.

The Policy

The Policy is a life insurance contract providing a death benefit, cash values,
surrender rights, policy loan privileges, and other features traditionally
associated with life insurance. It provides that the Policyowner may, subject to
certain limitations, make premium payments in any amount and at any frequency
while the Insured is living.

The Policy is a "flexible premium" policy because, unlike traditional insurance
policies, there is no fixed schedule of premium payments. Although the
Policyowner may establish a schedule of premium payments ("Planned Premium
Payments"), failure to make a Planned Premium Payment will not necessarily cause
a Policy to lapse nor will making the Planned Premium payments guarantee that a
Policy will remain in force. Thus, a Policyowner may, but is not required to,
pay additional premiums after making an initial premium payment. This
flexibility permits a Policyowner to provide for changing insurance needs within
a single insurance policy.

The Policy is "variable" because, unlike the fixed benefits of traditional
insurance policies, the Death Benefits may, and the Cash Surrender Value most
likely will, vary in relation to the investment experience of the Divisions to
which a Policyowner has allocated Net Premiums. Additionally, the GPA's
crediting rate, although it will not go below 3%, may be adjusted periodically.

The Policy will enter a grace period when the Account Value less any Policy Debt
is insufficient to pay the Monthly Charges on a particular Monthly Calculation
Date. At the beginning of the grace period, We will mail You a notice stating
the amount of premium needed to cover the difference between the Account Value,
less any Policy Debt, and the Monthly Charges. During the grace period, the
Policy remains in force. The grace period ends the later of 61 days after the
Monthly Calculation Date on which the Account Value, less any Policy Debt is
insufficient to pay the Monthly Charges, or 30 days after We mail the notice. If
the required premium is not paid within the grace period, the Policy will lapse
and terminate without value.

The Separate Account And The Guaranteed Principal Account

The Policyowner may allocate Net Premiums to one or more Divisions and to the
GPA. Each Division invests in shares of a designated fund. Currently these funds
include the following MML Trust and Oppenheimer Trust Funds:

MML Trust Oppenheimer Trust
- --------- -----------------
MML Equity Fund Oppenheimer Capital Appreciation
MML Money Market Fund Fund
MML Managed Bond Fund Oppenheimer Global Securities
MML Blend Fund Fund
Oppenheimer Growth Fund
Oppenheimer Strategic Bond Fund

Although a Policy has no guaranteed minimum Cash Surrender Value for amounts
invested in the Separate Account, the Death Benefit will not be less than the
Selected Face Amount so long as the Policy has not lapsed. Furthermore, the
Policy will not lapse while there is sufficient value to cover applicable
Monthly Charges.

Availability Of The Policy

The Policy may be issued on an Insured up to (or through) Issue Age 80. The
minimum Selected Face Amount is $50,000. Before issuing the Policy, MML Bay
State will require satisfactory evidence of insurability, which may include a
medical examination.

The Death Benefit

While the Policy remains in force, MML Bay State will pay the Death Benefit of
the Policy to the Beneficiary upon receipt of due proof of the death of the
Insured. The Death Benefit will be the amount of the benefit provided under the
Death Benefit Option then in effect, reduced by any Policy Debt and any unpaid
Monthly Charges.

The Policy provides a choice of two Death Benefit Options. The benefit provided
under Option 1 is the Policy's Selected Face Amount or, if greater, the Policy's
Minimum Face Amount. The benefit provided under Option 2 is the sum of the
Policy's Selected Face Amount and the Account Value or, if greater, the Policy's
Minimum Face Amount.

In order for the Policy to qualify as life insurance under current federal tax
laws, the Policy must have a Minimum Face Amount. The Minimum Face Amount is
equal to an applicable percentage of the Account Value. The applicable
percentages depend on the sex, smoking classification, and Attained Age of the
Insured, and are set forth in the Policy.

Flexibility To Adjust The Amount Of Death Benefit

Subject to certain restrictions, the Policyowner may request a change in the
Death Benefit Option or an increase or decrease in the Selected Face Amount of
the Policy.

After the first Policy Year, the Policyowner may change the Death Benefit
Option. Changes from Option 2 to Option 1 may be made without submitting
satisfactory evidence of insurability. Changes from Option 1 to Option 2,
however, will require evidence of insurability satisfactory to MML Bay State. To
cover the cost of processing this type of change, a $75 charge is deducted on a
pro rata basis among the Divisions and the GPA. The Policyowner may not change
from Option 1 to Option 2 after reaching Attained Age 80.

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Additional evidence of insurability is required for an increase in the Selected
Face Amount. An increase cannot be for less than $15,000 and will not be
permitted after the Insured reaches an Attained Age of 80. To cover the cost of
processing a requested increase, a $75 charge is deducted, on a pro rata basis
among the Divisions and the GPA, from the Account Value.

Decreases in coverage are allowed after the first Policy Year, although MML Bay
State believes such decreases are not in the best interest of a Policyowner. A
decrease will not be allowed if the Death Benefit Option amount would fall below
$50,000. A decrease may result in the imposition of surrender charges applied on
a pro-rata basis among the Divisions and the GPA on the effective date of the
increase.

Premium Features

MML Bay State requires You to pay a minimum initial premium. Thereafter, subject
to certain limitations, You may pay premiums at any time and in any amount.

When applying for a Policy, You select a planned annual premium and a payment
frequency. According to this schedule, MML Bay State will send You a premium
notice. You may change the Planned Premium and payment frequency by sending a
written notice requesting such change to our Principal Administrative Office.

There is no penalty if the Planned Premium is not paid, nor does payment of the
Planned Premium guarantee coverage for any period of time. Instead, the duration
of the Policy depends upon the Policy's Account Value. Even if Planned Premiums
are paid, the Policy will lapse whenever the Account Value less Policy Debt
becomes insufficient to pay current Monthly Charges and a grace period expires
without sufficient payment.

Transfers

By written request, You may transfer all or part of the value of Your
Accumulation Units in a Division to one or more other Divisions or to the GPA.
Although under current practice we impose no limitations on your right to make
transfers, we reserve the right to limit transfers to not more than one every 90
days to comply with Section 404(c) of ERISA. Any limitation would not apply to a
transfer of the entire Variable Account Value to the GPA and to automated
transfers in connection with any program we have put in place.

Transfers of values from the GPA to the Separate Account are limited to one per
Policy Year. Any transfer from the GPA to a Division cannot exceed 25% of the
Fixed Account Value (less any Policy Debt) at the time of the transfer.

Charges and Deductions

Deductions from Premiums. A Sales Charge and a Premium Tax Charge will be
deducted from each premium payment prior to allocation to the Separate Account
and GPA. The Sales Charge is 2.0% of premium payments and the Premium Tax Charge
is 2.0% of premium payments. The Premium Tax Charge is intended to compensate
MML Bay State for taxes imposed by various states and local jurisdictions on MML
Bay State's receipt of premiums from Policyowners. Premium taxes vary from state
to state, and, in some instances, among localities; the range of premium taxes
is .75% to 3.5%. The 2.0% rate approximates the average tax rate expected to be
paid on premiums from all states. The Premium Tax Charge may be higher or lower
than the actual premium tax imposed by the jurisdiction in which the Policy is
written. MML Bay State does not expect to make a profit from this charge. MML
Bay State currently intends to waive both charges after Policy Year 20; however,
MML Bay State reserves the right not to waive the charge(s), or to reimpose such
charge(s) after initially waiving such charges.

Monthly Charges. On each Monthly Calculation Date, the Account Value will be
reduced by a Monthly Charge, consisting of an Administrative Charge, a Mortality
Charge and a charge for any additional benefits added by Rider. The
Administrative Charge is currently $6 and it is guaranteed not to exceed $9. The
Mortality Charge will be determined by multiplying the "amount at risk under the
Policy" (that is, the Death Benefit, discounted at the monthly equivalent rate
of 3% per year, less the Account Value) by the monthly mortality rate, which
will depend on the sex, rate class and Issue Age of the Insured, the duration of
the Policy, and MML Bay State's expectations as to future mortality and expense
experience. The monthly mortality rates will not exceed the guaranteed maximum
monthly mortality rates set forth in the Policy which are based on the sex, rate
class, and Attained Age of the Insured and the "1980 Commissioners Standard
Ordinary Mortality Table."

Surrender Charge. During the first 15 Policy Years and during the first 15 years
following any increase in the Selected Face Amount, MML Bay State will impose a
Surrender Charge if the Policyowner surrenders the Policy or decreases the
Selected Face Amount under the Policy. The surrender charge has two parts -- an
Administrative Surrender Charge and a Sales Load Surrender Charge.

Administrative Surrender Charge. This charge is $5 for each $1,000 of Selected
Face Amount. It remains level for the first five Policy Years, then grades down
to zero over the next five policy years. This charge reimburses MML Bay State
for expenses incurred in issuing the Policy (or increase in the Selected Face
Amount), such as processing the applications (including underwriting) and
setting up computer records. It is not designed to produce a profit.

Sales Load Surrender Charge. This charge is equal to 26% of the premiums paid up
to the Surrender Charge Band, plus 4% of premiums paid in excess of the
Surrender Charge Band but less than three times the Surrender Charge Band. The
Surrender Charge Band is set forth in the Policy and is an amount generally
calculated on the basis of the Selected Face Amount and varies by the age and
sex of the Insured at the time of purchase.

Example of Surrender Charge Bands per $1,000

Age 25 Age 40 Age 55
$6.26 $9.91 $28.49

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The Sales Load Surrender Charge remains level for the first 10 years, then
grades down to zero over the next five Policy Years in accordance with the
percentages set forth in the Policy.

Mortality and Expense Risk Charge. MML Bay State assesses a charge against each
of the Divisions for the mortality and expense risk it assumes. Currently, the
charge is equal, on an annual basis, to 0.55% of the daily net asset value of
the Separate Account. MML Bay State reserves the right to increase the charge up
to a maximum effective annual rate of 0.90%. This charge is not deducted from
the GPA.

Other Charges. If the Policyowner requests and MML Bay State accepts an increase
in Selected Face Amount or a change in the Death Benefit Option from Option 1 to
Option 2, a charge of $75 will be deducted from the Account Value on the
effective date of the increase or option change to cover processing costs.

Policy Loan Privilege

After the first Policy Year (or sooner if required by law), the Policyowner may
at any time borrow from the Policy an amount up to 90% of the Account Value less
any Surrender Charge, reduced by any outstanding Policy Debt.

At time of application, the Policyowner may elect a fixed loan rate of 6% or (in
all jurisdictions except Arkansas) an adjustable loan rate, based on the monthly
average of the corporate yield on seasoned corporate bonds as published by
Moody's Investors Service, Inc.

If interest is not paid when due, it will be added to the outstanding loan
balance. The capitalization of unpaid loan interest may have tax consequences
upon surrender or lapse of the Policy (See Policy Proceeds, Premiums and Loans,
page 24). Policy loans may be repaid at any time while the Insured is living.

Surrender Of The Policy

The Policyowner may at any time fully surrender the Policy and receive its Cash
Surrender Value. The Cash Surrender Value will equal the Account Value less any
applicable Surrender Charge and less any Policy Debt and any unpaid Monthly
Charges. Surrender of the Policy with outstanding Policy Debt may have tax
consequences. (See Policy Proceeds, Premiums and Loans, page 24.)

Withdrawal Of Cash Surrender Value

After the first Policy Year, the Policyowner may, subject to certain
restrictions, request a withdrawal of up to 75% of the Policy's Cash Surrender
Value. For each withdrawal, a fee of $25 (or 2% of the amount withdrawn, if
less) is deducted from the amount withdrawn. This fee is guaranteed not to
increase for the duration of the Policy and is intended to compensate MML Bay
State for processing associated with the withdrawal. MML Bay State does not
intend to make a profit from this fee. The minimum amount of a withdrawal is
$100 (before deducting the withdrawal fee). If Death Benefit Option 1 is in
effect, MML Bay State will reduce the Selected Face Amount by the amount of the
withdrawal unless satisfactory evidence of insurability is provided. A surrender
charge is not assessed if a withdrawal is taken. Withdrawal of the Cash
Surrender Value may have tax consequences. (See Policy Proceeds, Premiums and
Loans, page 24.)

II. Information About MML Bay State And The Separate Account

MML Bay State And MassMutual

MML Bay State Life Insurance Company ("MML Bay State") is a life insurance
company incorporated under the laws of Missouri in 1894. It is currently
licensed to transact life, accident, and health insurance business in all states
except New York. In addition to the Policy described in this Prospectus, MML Bay
State offers other life insurance products and variable annuity contracts. MML
Bay State's Financial Statements are included in this Prospectus.

MML Bay State is a wholly-owned subsidiary of Massachusetts Mutual Life
Insurance Company ("MassMutual"), a mutual life insurance company chartered in
Massachusetts in 1851. MassMutual's home office is located in Springfield,
Massachusetts. MassMutual had total consolidated assets of over $35.7 billion as
of December 31, 1994. It is authorized to do business in all states and the
District of Columbia. MassMutual (or its wholly-owned subsidiary, Concert
Capital Management, Inc. "Concert Capital") serves as investment advisor to the
MML Trust.

Oppenheimer
Management Corporation

Oppenheimer Management Corporation ("OMC") is an investment advisor organized
under the laws of Colorado as a corporation; it was originally organized in
1959. It (including a subsidiary) currently advises U.S. investment companies
with assets aggregating over $29 billion as of December 31, 1994, with 2.4
million shareholder accounts. OMC is owned by Oppenheimer Acquisition
Corporation, a holding company owned in part by senior management of OMC and
ultimately controlled by MassMutual. OMC serves as investment advisor to the
Oppenheimer Trust.

The Separate Account

The Separate Account was established on June 9, 1982, as a separate investment
account of MML Bay State by MML Bay State's Board of Directors in accordance
with the provisions of Chapter 376 of the Missouri Statutes. The Separate
Account is registered with the Securities and Exchange Commission as a unit
investment trust pursuant to the provisions of the Investment Company Act of
1940. Registration does not involve supervision of the management or investment
practices of either the Separate Account or of MML Bay State.

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Under Missouri law, however, both MML Bay State and the Separate Account are
subject to regulation by the Division of Insurance of the State of Missouri. The
Separate Account meets the definition of a "Separate Account" under the federal
securities laws.

MML Bay State owns the assets in the Separate Account and is required to
maintain sufficient assets in the Separate Account to meet anticipated
obligations of the Policies funded by the Separate Account. The Separate Account
is divided into subaccounts called Divisions. The income, gains, or losses,
realized or unrealized, of each Division are credited to or charged against the
assets held in the Division without regard to the other income, gains, or losses
of MML Bay State. Assets in the Separate Account attributable to the reserves
and other liabilities under the Policies are not chargeable with liabilities
arising from any other business conducted by MML Bay State. MML Bay State may
transfer to its General Account, however, any assets which exceed anticipated
obligations of the Separate Account. All obligations arising under the Policy
are general corporate obligations of MML Bay State. MML Bay State may accumulate
in the Separate Account proceeds from various Policy charges and investment
results applicable to those assets.

The Separate Account is currently divided into eight Divisions. Each Division
invests in a corresponding series of shares of a designated Fund of either MML
Trust or Oppenheimer Trust. MML Bay State may in the future establish additional
divisions within the Separate Account, which may invest in other investment
funds, including those of MML Trust or Oppenheimer Trust, or in any other
investment fund MML Bay State deems to be appropriate.

MML Trust And
Oppenheimer Trust

The MML Trust and the Oppenheimer Trust are open-end, diversified, management
investment companies registered under the Investment Company Act of 1940.

MassMutual established the MML Trust for the purpose of providing a vehicle for
the investment of assets of various separate investment accounts, including the
Separate Account, established by MassMutual and other life insurance company
subsidiaries of MassMutual. Similarly, OMC established the Oppenheimer Trust to
provide an investment vehicle for the separate investment accounts of variable
life and variable annuity contracts offered by companies such as MassMutual.
Shares of the MML Trust and the Oppenheimer Trust are not offered to the general
public.

The assets of certain variable annuity separate accounts for which MassMutual or
an affiliate is the depositor are invested in shares of the MML Trust's Funds.
Because these separate accounts are invested in the same underlying MML Funds,
it is possible that material irreconcilable conflicts could arise between
Policyowners and owners of the variable annuity contracts. Possible conflicts
could arise if: (i) state insurance regulators should disapprove or require
changes in investment policies, investment advisors or principal underwriters or
if MML Bay State should be permitted to act contrary to actions approved by
holders of the Policies under rules of the Securities and Exchange Commission;
(ii) adverse tax treatment of the Policies or the variable annuity contracts
would result from utilizing the same underlying funds; (iii) different
investment strategies would be more suitable for the variable annuity contracts
than for the Policies; or (iv) state insurance laws or regulations or other
applicable laws would prohibit the funding of both the Separate Account and
other investment accounts by the same Funds. The Board of Trustees of the Trust
will follow monitoring procedures which have been developed to determine whether
material conflicts have arisen. Such Board will have a majority of trustees who
are not interested persons of the Trust or MassMutual and determinations whether
or not a material conflict exists will be made by a majority of such
disinterested trustees. If a material irreconcilable conflict exists, MassMutual
and MML Bay State will take such action at their own expense as may be required
to cause the Separate Account to be invested solely in shares of mutual funds
which offer their shares exclusively to variable life insurance separate
accounts unless, in certain cases, the holders of both the Policies and the
variable annuity contracts vote not to effect such segregation.

MML Bay State purchases the shares of each Fund for the corresponding Division
at net asset value. All dividends and capital gain distributions received from a
Fund are automatically reinvested in such Fund at net asset value, unless MML
Bay State, on behalf of the Separate Account, elects otherwise. Shares of the
MML Trust and the Oppenheimer Trust will be redeemed by MML Bay State at their
net asset value to the extent necessary to make payments under the Policies.

The following is a summary of the investment objective of each Fund. Please note
that there can be no assurance that any Fund will achieve its objectives. More
detailed information concerning these investment objectives is contained in the
accompanying prospectuses of the MML Trust and Oppenheimer Trust, including
information on the risks associated with the investments and investment
techniques of each of the Funds.

THE PROSPECTUSES FOR MML TRUST AND OPPENHEIMER TRUST ACCOMPANYING THIS
PROSPECTUS SHOULD BE READ CAREFULLY BEFORE INVESTING.

MML Equity Fund

MML Equity Fund seeks to achieve a superior total rate of return over an
extended period of time from both capital appreciation and current income. A
secondary objective is the preservation of capital when business and economic
conditions indicate that investing for defensive purposes is appropriate. This
Fund normally invests primarily in equity-type securities, including common
stocks, securities convertible into common stocks, and warrants.

MML Money Market Fund

MML Money Market Fund seeks to achieve high current income, while preserving
capital, and liquidity. This Fund invests in short-term debt instruments,
including but not limited to commercial paper, certificates of deposit, bankers'

10
<PAGE>

acceptances, and obligations of the United States government, its agencies and
instrumentalities.

MML Managed Bond Fund

MML Managed Bond Fund seeks to achieve as high a total rate of return on an
annual basis as is considered consistent with the preservation of capital
values. This Fund invests primarily in publicly issued, readily marketable,
fixed income securities of such maturities as MassMutual deems appropriate from
time to time in light of market conditions and prospects.

MML Blend Fund

MML Blend Fund seeks to achieve as high a level of total rate of return over an
extended period of time as is considered consistent with prudent investment risk
and the preservation of capital values. This Fund invests in a portfolio of
common stocks and other equity-type securities, bonds and other debt securities
with maturities generally exceeding one year, and money market instruments and
other debt securities with maturities generally not exceeding one year.

Oppenheimer Capital Appreciation Fund

Oppenheimer Capital Appreciation Fund seeks capital appreciation. The type of
securities in which this Fund invests will be primarily common stocks, as well
as securities having the investment characteristics of common stocks, such as
convertible preferred stock and convertible bonds. In seeking this objective the
Fund will emphasize investment in securities of "growth-type" companies. Such
companies are believed to have relatively favorable long-term prospects for an
increased demand for the particular companies, products or services.

Oppenheimer Global Securities Fund

Oppenheimer Global Securities Fund seeks long-term capital appreciation through
investing a substantial portion of its invested assets in securities of foreign
issuers, growth-type companies and special investment opportunities, such as
anticipated acquisitions, mergers or other unusual developments, which are
considered by OMC, in its capacity as investment manager of the Funds, to have
appreciation possibilities. The type of securities in which this Fund invests
will be primarily common stocks, as well as securities having the investment
characteristics of common stocks, such as convertible preferred stock,
convertible bonds and American Depository Receipts. Current income is not an
investment objective of the Oppenheimer Global Securities Fund.

Oppenheimer Growth Fund

Oppenheimer Growth Fund seeks to achieve capital appreciation by investing in
securities of well-known established companies (securities which have a history
of earnings and dividends, and are issued by seasoned companies, namely those
having an operating history of at least five years, including predecessors). The
type of securities in which this Fund invests will be primarily common stocks,
as well as securities having the investment characteristics of common stocks,
such as convertible preferred stock and convertible bonds.

Oppenheimer Strategic Bond Fund

Oppenheimer Strategic Bond Fund seeks a high level of current income principally
derived from interest on debt securities; and seeks to enhance such income by
writing covered call options on debt securities. The Fund invests principally
in: (i) foreign government and corporate debt securities; (ii) U.S. Government
securities; and (iii) lower-rated, high-risk high-yield debt securities. This
Fund's investments may be considered to be speculative.

For information concerning the risks associated with this Fund's investments,
please refer to the accompanying prospectus for the Oppenheimer Trust.

The Investment Advisors And Portfolio Managers

MassMutual serves as investment manager of each of the MML Funds pursuant to
investment management agreements. Pursuant to such agreements, MassMutual is
paid a quarterly fee at the annual rate of 0.50% of the first $100,000,000 of
the Fund's average daily net asset value, 0.45% of the next $200,000,000, 0.40%
of the next $200,000,000 and 0.35% of any excess over $500,000,000. Concert
Capital, pursuant to an Investment Sub-advisory Agreement, serves as the
investment sub-advisor for MML Equity Fund and for the assets of the Equity
Sector of MML Blend Fund.

OMC receives a monthly management fee in its capacity as investment advisor to
the Oppenheimer Funds. This fee is computed separately on the net assets of each
Fund as of the close of each business day. Except as stated below, the
management fee rate is .75% of the first $200 million of net assets, .72% of the
next $200 million, .69% of the next $200 million, .66% of the next $200 million
and .60% of net assets in excess of $800 million. Strategic Bond Fund's
management fee rate is .75% on the first $200 million of net assets, .72% on the
next $200 million, .69% on the next $200 million, .66% on the next $200 million,
.60% on the next $200 million, and .50% of net assets in excess of $1 billion.

Citibank N.A., New York, New York, acts as custodian for the MML Trust. Bank of
New York, New York, New York acts as custodian for the Oppenheimer Trust.

MassMutual is also the investment advisor to MassMutual Corporate Investors and
MassMutual Participation Investors, closed-end investment companies, certain
wholly-owned subsidiaries of MassMutual, and various employee benefit plans.
MassMutual is the investment sub-advisor to Oppenheimer Investment Grade Bond
Fund and Oppenheimer Value Stock Fund, open-end management investment companies.

Rates of Return. The following tables show the Effective Annual Rates of Return
based on the actual investment performance (after deduction of investment
management fees and direct operating expenses) of the Fund underlying each
Division of the Separate Account. Tables I and II show figures for periods ended
December 31, 1994, while Tables III and IV show annualized figures. These rates
do not reflect the mortality and expense risk charges assessed against the
Separate Account. Also, they do not reflect deductions from premiums or Monthly
Charges assessed against the Account Value

11
<PAGE>

of the Policies, nor do they reflect the Policy's Surrender Charges. (For a
discussion of these charges, please see CHARGES AND DEDUCTIONS.) Therefore,
these rates are not illustrative of how actual investment performance will
affect the benefits under the Policy (see, however, Performance Illustration).
The rates of return shown are not necessarily indicative of future performance.
These rates of return may be considered, however, in assessing the competence
and performance of MassMutual and OMC as investment advisors. An individualized
hypothetical illustration may be available. An individualized hypothetical
illustration is a document that shows how Death Benefits and Cash Surrender
Values will develop based on certain assumptions. The assumptions used are the
sex, Issue Age, rate class and contract state of the applicant, and the Death
Benefit Option and premium frequency proposed by the registered representative
or the applicant. The individualized hypothetical illustrations reflect both
current and guaranteed charges and all basic policy charges are reflected (rider
charges may also be reflected if so requested). These illustrations will also
assume certain interest rates within the limits prescribed by federal and state
law. An applicant or Policyowner may obtain an individualized hypothetical
illustration at no charge by requesting one from his/her registered
representative or from MML Bay State at its Principal Administrative Office.

TABLE I -- MML FUNDS
EFFECTIVE ANNUAL RATES OF RETURN

- --------------------------------------------------------------------------------
Fund 20 Years 15 Years 10 Years 5 Years 1 Year
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Equity 15.00% 14.88% 13.72% 9.49% 4.10%
- --------------------------------------------------------------------------------
Money Market -- 7.07* 6.17 4.82 3.84
- --------------------------------------------------------------------------------
Managed Bond -- 10.32* 9.53 7.86 (3.76)
- --------------------------------------------------------------------------------
Blend -- 12.17* 12.46 9.31 2.48
- --------------------------------------------------------------------------------
</TABLE>

*The figures shown are from inception of the Funds. The MML Equity Fund
received initial funding September 15, 1971 (performance information prior to
1974 is not available). The MML Money Market and MML Managed Bond Funds
commenced operations on December 16, 1981. The MML Blend Fund commenced
operations on February 3, 1984.

<TABLE>
<CAPTION>
TABLE II -- OPPENHEIMER FUNDS
EFFECTIVE ANNUAL RATES OF RETURN
- --------------------------------------------------------------------------------
Fund Since Inception 5 Years 1 Year
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Oppenheimer Capital Appreciation 13.28%* 11.81% (7.5%)
- --------------------------------------------------------------------------------
Oppenheimer Global Securities 11.15%* -- (5.72%)
- --------------------------------------------------------------------------------
Oppenheimer Growth 11.44* 7.40 .98
- --------------------------------------------------------------------------------
Oppenheimer Strategic Bond 0.19* -- (3.78)
- --------------------------------------------------------------------------------
</TABLE>

*The Oppenheimer Capital Appreciation Fund commenced operations on August 15,
1986. The Oppenheimer Global Securities Fund commenced operations on
November 12, 1990. The Oppenheimer Strategic Bond Fund and the Oppenheimer
Growth Fund commenced operations on May 3, 1993 and April 3, 1985, respectively.

12
<PAGE>

<TABLE>
<CAPTION>
TABLE III
MML FUNDS
ANNUALIZED ONE YEAR TOTAL RETURNS

- --------------------------------------------------------------------------------
For the MML Equity MML Money MML Managed MML Blend
Year Ended Fund Market Fund Bond Fund Fund
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994 4.10% 3.84% (3.76)% 2.48%
1993 9.52% 2.75% 11.81% 9.70%
1992 10.48% 3.48% 7.31% 9.36%
1991 25.56% 6.01% 16.66% 24.00%
1990 (0.51)% 8.12% 8.38% 2.37%
1989 23.04% 9.16% 12.83% 19.96%
1988 16.68% 7.39% 7.13% 13.40%
1987 2.10% 6.49% 2.60% 3.12%
1986 20.15% 6.60% 14.46% 18.30%
1985 30.54% 8.03% 19.94% 24.88%
1984 5.40% 10.39% 11.69% 8.24%*
1983 22.85% 8.97% 7.26% --
1982 25.67% 11.12%* 22.79%* --
1981 6.67% -- -- --
1980 27.62% -- -- --
1979 19.54% -- -- --
1978 3.71% -- -- --
1977 (0.52)% -- -- --
1976 24.77% -- -- --
1975 32.85% -- -- --
1974 (17.61)%* -- -- --
- --------------------------------------------------------------------------------
</TABLE>

*The figures shown are from inception of the Funds. The MML Equity Fund
received initial funding September 15, 1971 (performance information prior to
1974 is not available). The MML Money Market and MML Managed Bond Funds
received initial funding on December 16, 1981. The MML Blend Fund received
initial funding on February 3, 1984.

<TABLE>
<CAPTION>
TABLE IV
OPPENHEIMER TRUST FUNDS
ANNUALIZED ONE YEAR TOTAL RETURNS

- --------------------------------------------------------------------------------
Oppenheimer
Oppenheimer Capital Oppenheimer
For the Oppenheimer Strategic Appreciation Global
Year Ended Growth Fund Bond Fund Fund Securities
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994 .97% (3.78)% (7.59)% (5.72)
1993 7.25% 4.25%* 27.32% 70.32%
1992 14.53% -- 15.42% (7.11)%
1991 25.54% -- 54.72% 3.39%
1990 (8.21)% -- (16.82)% 0.40%*
1989 23.59% -- 27.57% --
1988 22.09% -- 13.41% --
1987 3.36% -- 14.34% --
1986 17.76% -- (1.65)%* --
1985 9.50%* -- -- --
- --------------------------------------------------------------------------------
</TABLE>

*The figures shown are from inception of the Oppenheimer Funds. The Capital
Appreciation Fund commenced operations on August 15, 1986. The Global
Securities Fund commenced operations on November 12, 1990. The Strategic Bond
Fund and the Growth Fund commenced operations on May 3, 1993 and April 3, 1985,
respectively.

13
<PAGE>

Performance Illustration

The following tables show how the actual investment performance of the Funds
would have affected the Death Benefits and Cash Surrender Values of hypothetical
Policies. Each table illustrates a Policy as of the earliest date for which
performance figures are available for the illustrated Fund. Each table assumes
that the illustrated Policy was issued for a Selected Face Amount of $100,000
and Issue Age 35 male, using Death Benefit Option 1, with annual premiums of
$1,200 paid at the beginning of each year and the full Account Value
continuously reinvested in the Division corresponding with the particular Fund
illustrated. Separate columns are shown for the current and guaranteed schedule
of charges.

<TABLE>
<CAPTION>
TABLE V
MML EQUITY FUND

- --------------------------------------------------------------------------------
Using Current Schedule Using Guaranteed Schedule
of Charges of Charges
- --------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1974 $ 1,200 0 100,000 0 100,000
1975 2,400 $ 1,181 100,000 $ 1,056 100,000
1976 3,600 2,663 100,000 2,444 100,000
1977 4,800 3,388 100,000 3,108 100,000
1978 6,000 4,297 100,000 3,940 100,000
1979 7,200 6,254 100,000 5,748 100,000
1980 8,400 9,184 100,000 8,438 100,000
1981 9,600 10,612 100,000 9,713 100,000
1982 10,800 14,371 100,000 13,113 100,000
1983 12,000 18,584 100,000 16,889 100,000
1984 13,200 20,187 100,000 18,246 100,000
1985 14,400 27,197 100,000 24,467 100,000
1986 15,600 33,378 100,000 29,876 100,000
1987 16,800 34,575 100,000 30,779 100,000
1988 18,000 40,941 100,000 36,253 100,000
1989 19,200 50,844 115,417 44,822 101,747
1990 20,400 50,785 112,235 44,603 100,000
1991 21,600 64,023 137,648 56,009 120,419
1992 22,800 70,700 147,763 61,556 128,651
1993 24,000 77,263 157,616 66,906 136,488
1994 25,200 80,191 159,581 68,983 137,276
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
TABLE VI
MML MONEY MARKET FUND

- --------------------------------------------------------------------------------
Using Current Schedule Using Guaranteed Schedule
of Charges of Charges
- --------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1982 $ 1,200 $ 170 $100,000 $ 114 100,000
1983 2,400 1,096 100,000 978 100,000
1984 3,600 2,146 100,000 1,958 100,000
1985 4,800 3,209 100,000 2,943 100,000
1986 6,000 4,255 100,000 3,904 100,000
1987 7,200 5,421 100,000 4,975 100,000
1988 8,400 6,695 100,000 6,131 100,000
1989 9,600 8,163 100,000 7,454 100,000
1990 10,800 9,617 100,000 8,746 100,000
1991 12,000 10,910 100,000 9,873 100,000
1992 13,200 11,864 100,000 10,668 100,000
1993 14,400 12,719 100,000 11,361 100,000
1994 15,600 13,714 100,000 12,166 100,000
- --------------------------------------------------------------------------------
</TABLE>

14
<PAGE>

<TABLE>
<CAPTION>
TABLE VII
MML BLEND FUND

- --------------------------------------------------------------------------------
Using Current Schedule Using Guaranteed Schedule
of Charges of Charges
- --------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1984 $ 1,200 $ 142 $100,000 $ 86 100,000
1985 2,400 1,364 100,000 1,233 100,000
1986 3,600 2,688 100,000 2,472 100,000
1987 4,800 3,575 100,000 3,289 100,000
1988 6,000 5,007 100,000 4,610 100,000
1989 7,200 7,130 100,000 6,570 100,000
1990 8,400 8,088 100,000 7,427 100,000
1991 9,600 11,107 100,000 10,178 100,000
1992 10,800 12,953 100,000 11,819 100,000
1993 12,000 14,971 100,000 13,597 100,000
1994 13,200 15,907 100,000 14,360 100,000
- --------------------------------------------------------------------------------
</TABLE>

TABLE VIII
MML MANAGED BOND FUND

- --------------------------------------------------------------------------------
Using Current Schedule Using Guaranteed Schedule
of Charges of Charges
- --------------------------------------------------------------------------------
Cash Cash
Total Annual Surrender Death Surrender Death
Calendar Year Premiums Value Benefit Value Benefit
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1982 $ 1,200 $ 285 $100,000 $ 225 100,000
1983 2,400 1,186 100,000 1,066 100,000
1984 3,600 2,283 100,000 2,090 100,000
1985 4,800 3,840 100,000 3,540 100,000
1986 6,000 5,366 100,000 4,950 100,000
1987 7,200 6,327 100,000 5,823 100,000
1988 8,400 7,646 100,000 7,018 100,000
1989 9,600 9,539 100,000 8,728 100,000
1990 10,800 11,129 100,000 10,142 100,000
1991 12,000 13,834 100,000 12,554 100,000
1992 13,200 15,465 100,000 13,953 100,000
1993 14,400 17,923 100,000 16,079 100,000
1994 15,600 17,686 100,000 15,762 100,000
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
TABLE IX
OPPENHEIMER GROWTH FUND

15
<PAGE>

TABLE X
OPPENHEIMER CAPITAL APPRECIATION FUND

TABLE XI
OPPENHEIMER GLOBAL SECURITIES FUND

TABLE XII
OPPENHEIMER STRATEGIC BOND FUND

These illustrations are not indicative of future performance. They assume the
Policies were issued based on full underwriting and that there have been no
increases or decreases in Selected Face Amounts, no Policy loans and no
transaction charges incurred. Further, they assume that Death Benefit Option 1
was selected. The Cash Surrender Values shown reflect all Deductions from
Premiums, Charges, Surrender Charges, and Mortality and Expense Risk Charges.

Illustrations of Death Benefits, Cash Surrender Values and Accumulated Premiums
based on assumed hypothetical gross annual investment returns of 0%, 6% and 12%
are shown in APPENDIX A. APPENDIX A also describes, in more detail, the
assumptions underlying these illustrations.

16
<PAGE>

III. Detailed Information
About The Policy

Availability of Policy

Individuals wishing to purchase a Policy must send a completed application to
MML Bay State's Principal Administrative Office. Under our current rules, the
minimum Selected Face Amount of a Policy is $50,000. The Policy can be issued
for Insureds with Issue Ages 0 through 80. Before issuing a Policy, however, MML
Bay State will require satisfactory evidence of insurability, which may include
a medical examination.

The Policy is available to Policyowners who are purchasing a Policy in
connection with employee benefit plans which qualify for tax benefits under the
Internal Revenue Code (the "qualified market") and other Policyowners (the
"nonqualified market").

Unisex Policies

Policies issued in states requiring "unisex" policies (currently Montana; MML
Bay State has retained "unisex" rates in Massachusetts where they were
previously required) provide for policy values which do not vary by the sex of
the Insured. In addition, Policies issued in conjunction with employee benefit
plans provide for policy values which do not vary by the sex of the insured.
Thus, references in this Prospectus to sex-distinct policy values which vary by
the sex of the Insured are not applicable to Policies issued in Montana or
Massachusetts, or issued in conjunction with employee benefit plans.
Illustrations showing the effect of these unisex rates on premiums, Cash
Surrender Values, and Death Benefits are available from MML Bay State on
request.

Death Benefit

As long as the Policy remains in force, MML Bay State will, upon due proof of
the Insured's death, pay the Death Benefit of the Policy to the named
Beneficiary. Although MML Bay State will normally pay the Death Benefit within
seven days of receiving satisfactory proof of the Insured's death, the Company
may delay payments under certain circumstances. All or part of the Death Benefit
can be paid in cash or under one or more of the payment options set forth in the
Policy.

The Death Benefit is the amount of the benefit provided under Death Benefit
Option 1 or Death Benefit Option 2, whichever is in effect on the date of the
Insured's death, less any outstanding Policy Debt and less any unpaid Monthly
Deduction.

Death Benefit Options. The Policyowner may choose one of two Death Benefit
Options: Option 1 (a level amount option) and Option 2 (a variable amount
option). The Policyowner designates the Death Benefit Option in the application
and may subsequently change the option subject to certain restrictions described
in CHANGES IN THE DEATH BENEFIT OPTION.

Options 1 and 2 provide the following benefits:

Option 1 - Under Option 1, the Account Value is included in the Selected Face
Amount. The benefit provided under Option 1 is the greater of: (a) the Selected
Face Amount on the date of death; and (b) the Minimum Face Amount on the date of
death of the Insured.

Option 2 - Under Option 2, the Account Value is not included in the Selected
Face Amount. The benefit provided under Option 2 is the greater of: (a) the
Selected Face Amount plus the Account Value on the date of death; and (b) the
Minimum Face Amount on the date of death of the Insured.

Minimum Face Amount. In order to qualify as life insurance under current federal
tax laws, the Policy has a Minimum Face Amount. The Minimum Face Amount is equal
to an applicable percentage of the Account Value. This applicable percentage
depends on the sex, smoking classification and Attained Age of the Insured. The
applicable percentages are set forth in the Policy.

The following examples illustrate how changes in the Account Value may affect
the Death Benefits under Options 1 and 2.

Example I

Assume that the Policyowner has selected Option 1 with a Selected Face Amount of
$100,000 and that the Account Value equals $5,000. The Death Benefit in this
case is $100,000. If the Account Value increases to $8,000, the Death Benefit
remains at $100,000. If the Account Value decreases to $3,000, the Death Benefit
still remains at $100,000.

Under Option 1, the Death Benefit will remain at the Selected Face Amount, in
this example $100,000, until the applicable percentage of the Account Value
exceeds the Selected Face Amount.

Example II

Assume the Policyowner has selected Option 2 with a Selected Face Amount of
$100,000 and the Account Value is equal to $5,000. The Death Benefit in this
case is $105,000 (Selected Face Amount plus Account Value). If the Account Value
increases to $8,000, the Death Benefit will increase to $108,000. If the Account
Value decreases to $3,000, the Death Benefit will decrease to $103,000.

Under Option 2, the Death Benefit will be the Selected Face Amount plus the
Account Value (if greater than $0.00), until the Minimum Face Amount exceeds the
sum of the Selected Face Amount plus the Account Value.

If the Policyowner seeks to have premium payments and favorable investment
performance reflected partly in the form of an increasing Death Benefit, the
Policyowner should choose Option 2. If a Policyowner is satisfied with the
amount of the Insured's existing insurance coverage and instead seeks to have
premium payments and investment performance reflected to the maximum extent in
the Policy's Account Value, the Policyowner should choose Option 1.

Changes in Death Benefit Option. After the first Policy Year, the Policyowner
may change the Death Benefit Option. A change from Option 2 to Option 1 may be
made without submitting satisfactory evidence of insurability. A change from
Option 1 to Option 2, however, will require evidence of insurability
satisfactory to MML Bay State. In addi-

17
<PAGE>

tion, a charge of $75 will be deducted from the Account Value on the effective
date of the change. This charge will be deducted from the Division(s) and the
GPA in proportion to the non-loaned values in each Division(s) and the GPA. The
Policyowner may not change from Option 1 to Option 2 after reaching Attained Age
80. The effective date of any change will be the Monthly Calculation Date on or
which next follows the date MML Bay State approves the change.

A change in the Death Benefit Option will not in and of itself result in an
immediate change in the amount of a Policy's Death Benefit. For a change from
Option 2 to Option 1, the Selected Face Amount is increased by the amount of the
Account Value on the effective date of the change. For a change from Option 1 to
Option 2, the Selected Face Amount will be decreased by the amount of Account
Value on the effective date of the change. This change will not be permitted if
it would reduce the Selected Face Amount below $50,000.

An increase or decrease in Selected Face Amount resulting from a change in the
Death Benefit Option will affect the Monthly Charges, as the monthly mortality
charge depends on the Selected Face Amount. The charge for certain additional
benefits may also be affected. The Surrender Charge, however, will not be
affected by an increase or decrease in Selected Face Amount resulting from a
change in the Death Benefit Option.

Changes in Selected Face Amount. The Policyowner may request an increase or
decrease in the Selected Face Amount subject to the approval of MML Bay State.
Any request for an increase or decrease must be submitted in writing to MML Bay
State's Principal Administrative Office. It will become effective on the Monthly
Calculation Date on or which next follows MML Bay State's acceptance of the
request.

Increases in Selected Face Amount. For an increase in the Selected Face Amount,
MML Bay State requires satisfactory evidence of insurability. An increase may
not be less than $15,000, and no increase will be permitted after Attained Age
80. To cover the cost of processing the request, a charge of $75 will be
deducted from the Account Value on the effective date of the increase in the
Selected Face Amount. The charge will be deducted from the Divisions and the GPA
in proportion to the non-loaned value in each Division(s) and the GPA.

Decreases in Selected Face Amount. Decreases in coverage are allowed after the
first Policy Year, although MML Bay State believes such decreases generally are
not in the best interests of a Policyowner. A decrease will not generally be
permitted if the Death Benefit Option amount would fall below $50,000. No
processing charge is applied to decreases in coverage.

A decrease may result in the imposition of Surrender Charges. (For a discussion
of the Surrender Charges associated with a decrease, see Surrender Charges). Any
Surrender Charge applicable to a decrease will be deducted from the Division(s)
and the GPA in proportion to the non-loaned values in each.

For purpose of determining Surrender Charges and mortality charges, a decrease
will reduce the Selected Face Amount in the following order: (a) the Selected
Face Amount provided by the most recent increase; (b) the Selected Face Amounts
provided by the next most recent increases successively; and finally (c) the
initial Selected Face Amount.

A decrease may result in the Policy becoming a "modified endowment contract".
(See Policy Proceeds, Premiums and Loans, page 24.)

Premiums

Subject to certain limitations, the Policyowner has flexibility in determining
the frequency and amount of premium payments.

Premium Flexibility

Unlike traditional insurance policies, this Policy frees the Policyowner from
the requirement that premiums be paid in accordance with a rigid and inflexible
premium schedule. Instead, MML Bay State requires a Policyowner to pay a minimum
initial premium at the time of application or at any time before delivery of the
Policy. After the first premium has been paid, subject to certain limitations,
premiums may be paid in any amount and at any interval.

The minimum initial premium depends on the planned frequency of premium
payments, and the Issue Age, sex, and rating class of the Insured, as well as
the initial Death Benefit Option and Selected Face Amount of the Policy.

Planned Annual Premium

When applying for a Policy, the Policyowner will select a planned annual premium
and payment frequency (annual, semiannual, quarterly, or monthly). The planned
annual premium is shown on the schedule page of the Policy. MML Bay State will
send premium notices for the planned premium according to the amount and
frequency selected. The Policyowner may change the amount and frequency of
planned premiums at any time by sending written notice to MML Bay State's
Principal Administrative Office.

A Policyowner may elect to pay premiums by means of a pre-authorized check
procedure called MassMutual Monthly ("Triple M"). Under Triple M, premium
payments are deducted automatically on a monthly basis from a designated bank
account. A Policyowner does not receive a "bill" for these payments, and
confirmation of payments is provided in the Policy's quarterly statement.

There is no penalty if the planned premium is not paid, nor does payment of this
amount guarantee coverage for any period of time. Instead, the duration of the
Policy depends upon the Policy's Account Value. Even if planned premiums are
paid, the Policy terminates when the Account Value becomes insufficient to pay
the Monthly Charges and the grace period expires without sufficient payment.

Premium Limitations

The minimum premium payment is $10. The maximum premium which may be paid in any
Policy Year without evidence of insurability is the greater of: (a) the premium
which will not increase the net amount at risk under the Policy; (b) twice the
Policy's basic premium plus $100; (c) the annual premium paid in the preceding
Policy Year; and (d) the minimum annual

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premium under a Death Benefit Guarantee Rider, if part of the Policy. Premium
payments should be sent either to MML Bay State's Principal Administrative
Office or to the address indicated on the billing notice.

Allocation of Net Premium Payments

The Net Premium equals the premium paid less the Premium Expense Charge. (See,
Deductions from Premiums, page 20.) In the Application, the Policyowner
indicates how Net Premiums are to be allocated among the Divisions and the GPA.
The allocation percentages must be in whole numbers and the sum of the
allocation percentages must equal 100%. During the Free Look Period, New
Premiums are allocated as requested by the Policyowner. (See, Free Look Period,
page 23.)

The allocation percentages may be changed without charge at any time by
providing written notice to MML Bay State's Principal Administrative Office.

Transfers

By written request, the Policyowner may transfer all or part of the Variable
Value of a Division to any other Division or to the GPA. Although MML Bay State
currently imposes no limitation of the right of the Insured to make transfers,
we reserve the right to limit transfers to not more than one every 90 days in
connection with compliance with Section 404(c) of ERISA. Any limitation would
not apply to a transfer of all funds in the Separate Account to the GPA and to
automated transfers made in connection with any program MML Bay State has in
place.

Transfers of values from the GPA to the Separate Account are limited to one each
Policy Year. Any transfer from the GPA cannot exceed 25% of the Fixed Account
Value (less any Policy Debt) at the time of the transfer.

Any transfer is effective on the Valuation Date on next or following the date we
receive a written request in good order at our Principal Administrative Office.
There are no charges for transfers.

Dollar Cost Averaging

The Policyowner may specify a specific dollar amount to be periodically
transferred from any Division of the Separate Account to any combination of
Divisions and the GPA. Once elected, these transfers occur automatically. The
Policyowner will specify the specific dollar amounts to be transferred and the
Division to transfer money from, the Division(s) and/or GPA to transfer money
to, the date on which transfers will be made (subject to MML Bay State rules),
the frequency of transfers, which may be either monthly, quarterly, semiannually
or annually, and the amount of time that such dollar cost averaging will
continue. The minimum allowable transfer to any Division or the GPA is $50. This
process is called Dollar Cost Averaging. Dollar Cost Averaging transfers are not
available for transfers from the GPA, but these transfers may be made into the
GPA. To elect Dollar Cost Averaging transfers, the Account Value in the Division
from which transfers will be made must be at least $5,000.

The main objective of Dollar Cost Averaging is to shield the Policyowner's
investment from short-term price fluctuations. Since the same dollar amount is
transferred to a Division with each transfer, more units are purchased in a
Division if the value per unit is low and fewer units are purchased if the value
per unit is high. Therefore, a lower than average cost per unit may be achieved
over the long term. This plan of investing allows investors to take advantage of
market fluctuations but does not assure a profit or protect against a loss in
declining markets.

MML Bay State will make all Dollar Cost Averaging transfers either on the day of
each calendar month specified by the Policyowner, or on the next business day.
The Policyowner may specify any day of the month up through the 28th day. In
order to process a Dollar Cost Averaging transfer, MML Bay State must have
received a request in writing no later than one week prior to the date Dollar
Cost Averaging transfers are to commence.

The Dollar Cost Averaging option can be started, changed or canceled at any
time; however, we must be given seven business days notice to change any
transfer arrangement. If the value of the Division from which transfers are
being made falls below the total transfer amount, the remaining value in that
Division will be transferred on a pro rata basis to all the designated Divisions
and the GPA, and no more automated transfers will be processed.

Dollar Cost Averaging transfers are not subject to any transfer charges or any
limitations on the number of transfers in a Policy Year.

Policy Lapse And Reinstatement

Policy Lapse

This Policy does not lapse for failure to pay premiums since payments, other
than the initial premium, are not specifically required. Rather, if the Account
Value less any Policy Debt is not enough to cover the Monthly Charges on a
Monthly Calculation Date, the Policy will enter a 61-day grace period.

At the beginning of the grace period, MML Bay State will mail a notice, to the
Policyowner's last known address, stating the amount of premium needed to cover
the shortfall in Account Value. During the grace period, the Policy remains in
force. If the required premium is not paid within 61 days after the Monthly
Calculation Date (or, if later, within 30 days after we mail the written
notice), the Policy terminates without value.

Reinstatement Option

For a period of five years after a Policy terminates, the Policyowner can
request that We reinstate the Policy during the lifetime of the Insured. The
Policy cannot be reinstated if it has been surrendered for its Cash Surrender
Value. Please note that a termination or reinstatement may cause the Policy to
become a modified endowment contract. (See, Modified Endowment Contracts, page
25.)

Before We will reinstate the Policy, We must receive the following:

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(a) Evidence of insurability satisfactory to MML Bay State;

(b) A premium payment at least equal to the amount necessary to produce an
Account Value equal to three times the Monthly Charges on the Monthly
Calculation Date on or next following the date of reinstatement; and

If We do reinstate the Policy, the Selected Face Amount for the reinstated
Policy will be the same as it would have been if the Policy had not terminated.

Charges And Deductions

Charges will be deducted in connection with the Policy to compensate MML Bay
State for: (a) providing the insurance benefits under the Policy (including any
riders); (b) administering the Policy; (c) assuming certain risks in connection
with the Policy (including any riders); and (d) expenses incurred in
distributing the Policy.

Deductions from Premiums

MML Bay State deducts a Sales Charge and a Premium Tax Charge from each Premium
Payment. The total of these charges is called the Premium Expense Charge. The
amount remaining after MML Bay State has deducted the Premium Expense Charge is
referred to as the Net Premium. The Net Premium is allocated to the Division(s)
and the GPA according to the allocation instructions of the Policyowner. Sales
Charge. A Sales Charge of 2.0% of each premium payment made will be deducted to
partially compensate MML Bay State for the expenses relating to the distribution
of the Policy, including commissions, advertising, and the printing of the
prospectuses and sales literature. MML Bay State currently intends to waive this
charge after Policy Year 20; however, MML Bay State reserves the right not to
waive the charge, or to reimpose it once it has been waived.

Premium Tax Charge. A Premium Tax Charge of 2.0% of each premium payment will be
deducted to pay applicable state and local premium taxes. The Premium Tax Charge
is intended to compensate MML Bay State for taxes imposed by various states and
local jurisdictions on MML Bay State's receipt of premiums from Policyowners.
Premium taxes vary from state to state, and, in some instances, among
localities. The 2.0% rate approximates the average tax rate expected to be paid
on premiums from all states. The Premium Tax Charge may be higher or lower than
the actual premium tax imposed by the jurisdiction in which the contract is
written. MML Bay State does not expect to make a profit from this charge. MML
Bay State currently intends to waive this charge after Policy Year 20; however,
MML Bay State reserves the right not to waive the charge, or to reimpose it once
it has been waived.

Monthly Charge. Charges will be deducted from the Account Value on each Monthly
Calculation Date. The Monthly Charge consists of: (a) an administrative charge;
(b) a mortality charge; and (c) a rider charge for any additional benefits
provided by rider. The Monthly Charges will be deducted from the Division(s) and
the GPA in proportion to the non-loaned values in the Division(s) and the GPA.

Administrative Charge. This monthly charge is currently $6. This charge
reimburses MML Bay State for expenses incurred in administering the Policy, such
as processing claims, maintaining records and communicating with Policyowners.
This charge is not designed to make a profit. MML Bay State reserves the right
to change this charge in the future, but guarantees it will never exceed $9 per
month.

Mortality Charge. The mortality charge for a Policy is equal to the "amount at
risk" under the Policy, multiplied by the monthly mortality charge rate for that
Policy month. The amount at risk is determined on the first day of the Policy
month and is the amount by which the Death Benefit (discounted at the monthly
equivalent of 3% per year) exceeds the Account Value.

Monthly mortality rates will be based on the sex, Issue Age, and rate class of
the Insured, and the length of time the Policy has been in force. The actual
monthly mortality rates will be based on MML Bay State's expectations as to
future mortality and expense experience. They will not, however, be greater than
the guaranteed mortality rates set forth in the Policy. These guaranteed rates
are based on the 1980 Standard Commissioners Standard Ordinary (CSO) Mortality
Tables, and the sex, Attained Age, and rate class of the Insured. For standard
rate classes, these will not exceed the rates contained in the 1980 CSO Tables.

The rate class of an Insured will affect the monthly mortality rates. MML Bay
State currently places Insureds into the following three standard rate classes:
Preferred Nonsmoker, Nonsmoker, and Smoker; as well as substandard rate classes
involving a higher mortality risk. In an otherwise identical Policy, the monthly
mortality rate is generally higher for smokers than for nonsmokers and higher
for nonsmokers than for preferred nonsmokers.

Rider Charge. The Monthly Charge will include charges for any additional
benefits provided by Rider.

Daily Charges Against The Separate Account

Mortality and Expense Risk Charge. MML Bay State assesses a daily charge against
net asset value of the Separate Account for the mortality and expense risks it
assumes. Currently, the charge is at the rate of 0.55% on an annual basis. MML
Bay State reserves the right to increase the charge rate, up to a maximum
equivalent annual rate of 0.90%. This charge is not deducted from the assets in
the GPA.

The mortality risk we assume is that the group of lives insured under our
Policies may, on average, live for shorter periods of time than we estimated.
The expense risk we assume is that our costs of issuing and administering
Policies may be more than we estimated.

If all the money MML Bay State collects from this charge is not needed to cover
death benefits and expenses, it will be

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our gain and will be used for any proper purpose, including payment of sales
commissions. Conversely, even if the money we collect is insufficient, we will
provide for all death benefits and expenses.

Charges for Federal Taxes. MML Bay State does not currently make any charge
against the Separate Account for federal income taxes attributable to them. We
may make such a charge eventually in order to provide for the future federal
income tax liability of the Separate Account.

Investment Management Fee and Other Expenses. Because the Divisions purchase
shares of either MML Trust or Oppenheimer Trust, the value of Accumulation Units
of the Divisions will reflect the investment management fee and other expenses
incurred by MML Trust and Oppenheimer Trust. The Prospectuses of MML Trust and
Oppenheimer Trust contain additional information concerning such fees and
expenses.

Surrender Charges

General. The Surrender Charge has two parts -- an Administrative Surrender
Charge and a Sales Load Surrender Charge. The Administrative Surrender Charge
will be imposed by MML Bay State during the first 10 Policy Years, and during
the first 10 Policy Years following any requested increase in the Selected Face
Amount if the Policyowner surrenders the Policy or decreases the Selected Face
Amount. The Sales Load Surrender Charge will be imposed by MML Bay State for the
first 15 Policy Years, and during the first 15 years following any requested
increase in the Selected Face Amount if the Policyowner surrenders or decreases
the Selected Face Amount.

Administrative Surrender Charge. This charge is $5 for each $1,000 of Selected
Face Amount. It remains level for five years, then grades down to zero over the
next five years. This charge reimburses MML Bay State for expenses incurred in
issuing the Policy, such as processing the applications (including underwriting)
and setting up computer records. It is not designed to generate a profit.

Sales Load Surrender Charge. This charge is equal to 26% of the premiums paid up
to the Surrender Charge Band, plus 4% of premiums paid in excess of the
Surrender Charge Band, but less than three times the Surrender Charge Band. The
Surrender Charge Band is set forth in the Policy and is an amount generally
calculated on the basis of the Selected Face Amount and varies by the age and
sex of the Insured at the time of purchase.

Example of Surrender Charge Bands per $1,000

Age 25 Age 40 Age 55
$6.26 $9.91 $28.49

The Sales Load Surrender Charge remains level for the first 10 years, then
grades down to zero over the next five years in accordance with the percentages
set forth in the Policy.

Surrender Charges are calculated separately for the initial Selected Face Amount
and for each increase in the Selected Face Amount. Premiums are allocated to the
original Selected Face Amount and any subsequent increases in Selected Face
Amount in proportion to the respective guideline annual premiums.

Surrender Charge Upon Decrease in Selected Face Amount. A Surrender Charge may
be deducted on a decrease in the Selected Face Amount. In the event of a
decrease in Selected Face Amount, the Surrender Charge deducted is a fraction of
the charge that would apply to a full surrender of the Policy. If there have
been no increases in the Selected Face Amount, the fraction will be determined
by dividing the amount of the decrease by the current Selected Face Amount and
multiplying the result by the Surrender Charge. If more than one Surrender
Charge is in effect (pursuant to one or more increases in the Selected Face
Amount), the Surrender Charge will be applied in the following order: (1) the
most recent increase followed by (2) the next most recent increases,
successively, and (3) the initial Selected Face Amount. Where a decrease causes
a partial reduction in an increase or in the initial Selected Face Amount, a
proportionate share of the Surrender Charge for that increase or for the initial
Selected Face Amount will be deducted from the Account Value.

Other Charges

Withdrawal Fee. For each Withdrawal, a charge of $25 (or 2% of the amount
withdrawn, if less) will be deducted from the amount withdrawn. This fee is
guaranteed not to increase for the duration of the Policy. MML Bay State does
not anticipate making a profit on this fee.

Charge for Increase in Selected Face Amount. For each increase in Selected Face
Amount, a charge of $75 will be deducted from the Account Value. The charge is
designed to reimburse us for underwriting and administrative costs associated
with the increase. This fee is guaranteed not to increase for the duration of
the Policy. MML Bay State does not expect to make a profit on this charge.

Charge for Change from Option 1 to Option 2. For each change in the Death
Benefit Option from Option 1 to Option 2, a charge of $75 will be deducted from
the Account Value. The charge is designed to reimburse Us for the underwriting
and administrative costs associated with the change. This fee is guaranteed not
to increase for the duration of the Policy. MML Bay State does not expect to
make a profit on this charge.

Account Value And Cash Surrender Value

Account Value. The Account Value of the Policy is the sum of all Net Premium
payments adjusted by periodic charges and credits and by Withdrawals. The
Account Value of the Policy is held in one or more Divisions and the GPA.
Initially, this value equals the net amount of the first premium paid under the
Policy. This amount is allocated among the Divisions and the GPA according to
the allocation requested in the Application.

Investment Return. The investment return of a Policy is based on:

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(a) The Account Value held in each Division for that Policy;

(b) The investment experience of each Division as measured by its actual net
rate of return; and

The investment experience of a Division reflects increases and decreases in the
net asset value of the shares of the underlying Fund, any dividend or capital
gains distributions declared by the Fund, and any charges assessed against
assets of the Division. The investment experience is determined each day on
which the net asset value of the underlying Fund is determined -- that is, on
each Valuation Date. The actual net rate of return for a Division measures the
investment experience from the end of one Valuation Date to the end of the next
Valuation Date.

Cash Surrender Value. The Policy may be fully surrendered for its Cash Surrender
Value at any time during the life of the Insured. The Cash Surrender Value is
equal to the Account Value less any applicable Surrender Charges and less any
Policy Debt.

A Policyowner may surrender a Policy by sending a written request together with
the Policy to MML Bay State's Principal Administrative Office. The proceeds will
be determined as of the end of the Valuation Period during which the request for
surrender is received.

Withdrawals. After the first Policy Year, the Policyowner may, subject to
certain restrictions, withdraw up to 75% of the Cash Surrender Value. For each
Withdrawal, a fee of $25 (or 2% of the amount withdrawn, if less) is deducted
from the amount withdrawn. The minimum amount of a partial Withdrawal is $100
(before deducting the Withdrawal fee). We reserve the right to prohibit
Withdrawals that would cause Selected Face Amount to be reduced to an amount
less than $25,000. The Policyowner specifies the GPA or the Division(s) from
which the Withdrawal is to be made. The Withdrawal amount attributable to a
Division or the GPA may not exceed the non-loaned Account Value of the Division
or GPA. If Death Benefit Option 1 is in effect, MML Bay State will reduce the
Selected Face Amount by the amount of the Withdrawal unless satisfactory
evidence of insurability is provided. A Surrender Charge is not assessed for a
Withdrawal.

Policy Loan Privilege

General. After the first Policy Year (or sooner if required by law), the
Policyowner may obtain a loan from the Policy by sending a written request in a
form satisfactory to us. The maximum amount that can be borrowed at any time is
90% (unless a greater amount is required by law) of the Policy's Account Value
less any Surrender Charge, reduced by any outstanding Policy Debt. The Policy
must be assigned to MML Bay State as collateral for the loan.

Source of Loan. The loan amount requested is taken from Divisions and the GPA in
proportion to the non-loaned Account Value of each Division and the GPA on the
date of the loan. Shares taken from the Divisions are liquidated and the
resulting dollar amounts are transferred to the GPA. The Policy loan is then
taken against the value in the GPA. We may delay the granting of any loan
attributable to the GPA for up to six months. We may also delay the granting of
any loan attributable to the Separate Account during any period that: (1) the
New York Stock Exchange is closed (other than customary weekend and holiday
closings); or (ii) trading is restricted; or (iii) the SEC determines that a
state of emergency exists; or (iv) during any period in which the Securities and
Exchange Commission permits MML Bay State to delay payment for the protection of
our Policyowners.

Whenever total Policy Debt (which includes accrued interest) exceeds the Account
Value less Surrender Charges, MML Bay State will send a notice to the
Policyowner. This notice will state the amount necessary to bring the Policy
Debt back within the limit. If we do not receive payment of that amount within
31 days after the date we mailed the notice, and if Policy Debt exceeds the
Account Value less any Surrender Charges at the end of those 31 days, the Policy
terminates without value.

Interest Charged. At time of Application, the Policyowner may select a loan
interest rate of 6% or (in all jurisdictions except Arkansas) an adjustable loan
rate. MML Bay State each year will set the adjustable rate that will apply for
the next Policy Year. The maximum loan rate is based on the monthly average of
the composite yield on seasoned corporate bonds as published by Moody's
Investors Service, Inc., or, if it is no longer published, a substantially
similar average. The maximum rate is the published monthly average for the
calendar month ending two months before the Policy Year begins, or 4%, whichever
is higher. If the maximum limit is not at least 1/2% higher than the rate in
effect for the previous year, we will not increase the rate. If the maximum
limit is at least 1/2% lower than the rate in effect for the previous year, we
will decrease the rate. Currently, this rate is equal to 1 1/2%.

Interest accrues daily and becomes part of the Policy Debt as it accrues. It is
due on each Policy Anniversary. If not paid when due, the interest will be added
to the loan and, as part of the loan, will bear interest at the same rate. Any
interest capitalized on a Policy Anniversary will be treated the same as a new
loan and will be taken from the Divisions and the GPA in proportion to the non-
loaned Account Value in each.

Repayment. All or part of any Policy Debt may be repaid at any time while the
Insured is living and while the Policy is in force. Any loan repayment will
first be allocated to the GPA until the Policyowner has repaid all loan amounts
that originated from the GPA. Any additional loan repayments will be allocated
according to the premium allocation factors in effect.

Any outstanding Policy Debt will be deducted from the proceeds payable upon the
death of the Insured or the surrender of the Policy.

Interest on Loaned Value. Any loaned amount is held in the GPA and earns
interest at a rate determined by MML Bay State, equal to the greater of 3% and
Policy loan rate less not more than 2%.

Effect of Loan. A Policy loan affects the Policy since the Death Benefit and
Cash Surrender Value under a Policy

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are reduced by the amount of the loan. Repayment of the loan increases the Death
Benefit and Cash Surrender Value under the Policy by the amount of the
repayment. Surrender of a Policy with outstanding Policy Debt may have tax
consequences. (See Policy Proceeds, Premiums and Loans, page 24.)

As long as a loan is outstanding, a portion of the Policy's Account Value equal
to the loan is held in the GPA. This amount is not affected by the Separate
Account's investment performance. The Account Value is also affected because the
portion of the Account Value equal to the Policy loan is credited with an
interest rate declared by MML Bay State rather than a rate of return reflecting
the investment performance of the Separate Account.

Free Look Provision

The Policyowner may cancel the Policy within 10 days (or longer if required by
state law) after the Policyowner receives it, or 10 days after MML Bay State
mails or delivers a written notice of withdrawal right to the Policyowner, or
within 45 days after signing Part I of the Application, whichever is latest. The
Policyowner may cancel increases in the Selected Face Amount under the same time
limitations.

The Policyowner should mail or deliver the Policy and Policy delivery receipt
either to MML Bay State's Principal Administrative Office or to the agent who
sold the Policy or to one of our agency offices. If the Policy is canceled in
this fashion, a refund will be made to the Policyowner. The refund equals the
sum of: (i) the difference between the premiums paid and the amounts allocated
to any Division(s) and the GPA under the Policy; (ii) the total amount of
monthly deductions made and any other charges imposed on amounts allocated to
the Division(s) and the GPA; and (iii) the value of amounts allocated to the
Division(s) or the GPA on the date we receive the returned Policy. For canceled
increases in the Selected Face Amount, the refund equals the sum of: (i) the
difference between the premiums paid attributable to the increase and the
amounts allocated to any Division(s) and the GPA under the Policy; (ii) the
total amount of monthly deductions and any other charges imposed on amounts
attributable to the increase allocated to the Division(s) and the GPA; and (iii)
the value on the day we receive the returned Policy of any amounts attributable
to the increase allocated to the Division(s) for the GPA. If state law does not
authorize the calculation above, the refund equals the total of all premiums
paid for the Policy or increase, reduced by any amounts borrowed or withdrawn.

The Guaranteed
Principal Account

A Policyowner may allocate some or all of the Net Premium and transfer some or
all of the Account Value, to the Guaranteed Principal Account ("GPA"). Because
of exemptive and exclusionary provisions, interests in MML Bay State's general
account (which include interests in the Guaranteed Principal Account) are not
registered under the Securities Act of 1933 and the general account is not
registered as an investment company under the Investment Company Act of 1940.
Accordingly, neither the general account nor any interests therein are subject
to the provisions of these Acts, and MML Bay State has been advised that the
staff of the Securities and Exchange Commission has not reviewed the disclosures
in the Prospectus relating to the general account. Disclosures regarding the
general account may, however, be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

Amounts allocated to the Guaranteed Principal Account become part of the General
Account of MML Bay State, which consists of all assets owned by MML Bay State
other than those in the Separate Account and other separate accounts of MML Bay
State. Subject to applicable law, MML Bay State has sole discretion over the
investment of the assets of its General Account.

The Policyowner may allocate some or all of the Net Premium to the Guaranteed
Principal Account. MML Bay State guarantees that those amounts allocated to the
GPA in excess of any Policy Debt (which includes accrued interest) will accrue
interest daily at an effective annual rate at least equal to 3%. For amounts in
the GPA equal to any Policy Debt, the guaranteed minimum interest rate is an
effective annual rate of 3% or, if greater, the Policy loan rate less an MML Bay
State declared charge for expenses and taxes. This charge will not be greater
than 2% per year. Such interest will be paid regardless of the actual investment
experience of the GPA. Although MML Bay State is not obligated to credit
interest at a rate higher than the guaranteed minimum, it may declare a higher
rate applicable for such periods as it deems appropriate.

Federal Income Tax
Considerations

The ultimate effect of federal income taxes on values under this Policy and on
the economic benefit to the Policyowner or Beneficiary depends on MML Bay
State's tax status and upon the tax status of the individual concerned. The
discussion contained herein is general in nature and is not an exhaustive
discussion of all tax questions that might arise under the Policy, and is not
intended as tax advice. Moreover, no representation is made as to the likelihood
of continuation of current federal income tax laws and Treasury Regulations or
of the current interpretations of the Internal Revenue Service. MML Bay State
reserves the right to make changes in the Policy to assure that it continues to
qualify as life insurance for tax purposes. For complete information on federal
and state tax law considerations, a qualified tax advisor should be consulted.
No attempt is made herein to consider any applicable state or other tax laws.

MML Bay State's Tax Status. MML Bay State is taxed as a life insurance company
under Subchapter L of the Internal Revenue Code of 1986 (the "Code"). The
Separate Account is not a separate entity from MML Bay State and its operations
form a part of MML Bay State.

Investment income and realized capital gains on the assets of the Separate
Account are reinvested and taken into account in determining Account Value. The
investment income and realized capital gains are automatically applied to
increase book reserves associated with the Policy. Under existing fed-

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eral income tax law, the Separate Account's investment income, including net
capital gains, is not taxed to MML Bay State to the extent applied to increase
reserves associated with the Policy. The reserve items taken into account at the
close of the taxable year for purposes of determining net increases and net
decreases must be adjusted for tax purposes by subtracting an amount
attributable to appreciation in the value of assets and by adding any amount
attributable to depreciation. MML Bay State's basis in the Policy's share of the
assets underlying the Separate Account will be adjusted for appreciation or
depreciation, to the extent the reserves are adjusted. Thus, corporate-level
capital gains and losses, and the tax effect thereof, are eliminated.

Due to MML Bay State's current tax status, no charge is made to the Separate
Account for MML Bay State's federal income taxes that may be attributable to the
Separate Account. Periodically, MML Bay State reviews the question of a charge
to the Separate Account for MML Bay State's federal income taxes. A charge may
be made for any federal income taxes incurred by MML Bay State that are
attributable to the Separate Account. Depending on the method of calculating
interest on Policy values allocated to the Guaranteed Principal Account (see
preceding section), a charge may be imposed for the Policy's share of MML Bay
State's federal income taxes attributable to that account.

Under current laws, MML Bay State may incur state or local taxes (in addition to
premium taxes) in several states. At present, these taxes are not significant.
If there is a material change in applicable state or local tax laws, MML Bay
State reserves the right to charge the Separate Account for such taxes, if any,
attributable to the Separate Account.

Policy Proceeds, Premiums and Loans. MML Bay State believes that the Policy
meets the statutory definition of life insurance under Code Section 7702 and
hence receives the same tax treatment as that accorded to fixed benefit life
insurance. Thus, the Death Benefit under the Policy is generally excludible from
the gross income of the Beneficiary under Section 101(a)(1) of the Code. As an
exception to this general rule, where a Policy has been transferred for value,
only the portion of the Death Benefit which is equal to the total consideration
paid for the Policy may be excluded from gross income. The Policyowner is not
deemed to be in constructive receipt of the cash values, including increments
thereon, under the Policy until a full surrender or partial withdrawal is made
(unless the Policy is a "modified endowment contract," as discussed below).

Upon a full surrender of a Policy for its Cash Surrender Value, the Policyowner
may recognize ordinary income for federal income tax purposes. Ordinary income
is computed to be the amount by which the Account Value, unreduced by any
outstanding Policy Debt but less any Surrender Charges assessed, exceeds the
premiums paid but not previously recovered and any other consideration paid for
the Policy.

Decreases in Selected Face Amount and Withdrawals may be taxable depending on
the circumstances. Code Section 7702(f)(7) provides that where a reduction of
future benefits occurs during the first 15 years after a Policy is issued and
where there is a cash distribution associated with that reduction, the
Policyowner may be taxed on all or a part of the amount distributed. After 15
years, such cash distributions are not subject to federal income tax, except to
the extent they exceed the total amount of premiums paid but not previously
recovered. MML Bay State suggests that you consult with your tax advisor in
advance of a proposed decrease in Selected Face Amount or withdrawal as to the
portion, if any, which would be subject to federal income tax.

A change of the Policyowner or the Insured or an exchange or assignment of the
Policy may have tax consequences depending on the circumstances.

MML Bay State also believes that under current law any loan received under the
Policy will be treated as Policy Debt of a Policyowner, and that no part of any
loan under a Policy will constitute income to the Policyowner unless the Policy
has become a "modified endowment contract." If the Policy is a modified
endowment contract under Code Section 7702A, loans will be fully taxable to the
extent of income in the Policy and could be subject to an additional 10 percent
tax. See the discussion on modified endowment contracts below. Under the
"personal" interest limitation provisions of the Tax Reform Act of 1986,
interest on Policy loans used for personal purposes, which otherwise meet the
requirements of Code Section 264, will no longer be tax-deductible. However,
other rules may apply to allow all or part of the interest expense as a
deduction if the loan proceeds are used for "trade or business" or "investment"
purposes. See your tax advisor for further guidance.

If the Policy is owned by a business or corporation, the 1986 Act may impose
additional restrictions. The Act limits the interest deduction available for
loans against a business-owned Policy. It imposes an indirect tax upon the gain
in corporate-owned life insurance policies by way of the corporate alternative
minimum tax, for those corporations subject to the alternative minimum tax. The
corporate alternative minimum tax could also apply to a portion of the amount by
which Death Benefits received exceed the Policy's date-of-death cash surrender
value.

Federal estate and state and local estate, inheritance, and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policyowner or Beneficiary.

MML Bay State cannot make any guarantee regarding the future tax treatment of
any Policy. For complete information on the impact of changes with respect to
the Policy and federal and state tax considerations, a qualified tax advisor
should be consulted.

Modified Endowment Contracts. Contrary to the rules described above, loans,
collateral assignments, and other amounts distributed under a "modified
endowment contract" are taxable to the extent of any accumulated income in the
Policy. In general, the amount which may be subject to taxation is the excess of
the Account Value (both loaned and unloaned) over the previously unrecovered
premiums paid. Death benefits paid under a modified endowment contract, however,
are not taxed any differently from death benefits payable under other life
insurance contracts.

A Policy is a modified endowment contract if it satisfies the definition of life
insurance set out in the Internal Revenue Code but fails the additional "7-pay
test." A Policy fails this test

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if the accumulated amount paid under the contract at any time during the first
seven contract years exceeds the total premiums that would have been payable
under a policy providing for guaranteed benefits upon the payment of seven level
annual premiums. A Policy which would otherwise satisfy the 7-pay test will
still be taxed as a modified endowment contract if it is received in exchange
for a modified endowment contract.

Certain changes will require a Policy to be retested to determine whether it has
become a modified endowment contract. For example, a reduction in death benefits
during the first seven contract years will cause the Policy to be retested as if
it had originally been issued with the reduced death benefit. If the premiums
actually paid into the Policy exceed the limits under the 7-pay test for a
policy with the reduced death benefit, the Policy will become a modified
endowment contract. This change is effective retroactively to the Policy Year in
which the actual premiums paid exceed the new 7-pay limits.

In addition, a "material change" occurring at any time while the Policy is in
force will require the Policy to be retested to determine whether it continues
to meet the 7-pay test.

A material change starts a new 7-pay test period. The term "material change"
includes many increases in death benefits. A material change does not include an
increase in death benefits which is attributable to the payment of premiums
necessary to fund the lowest level of death benefits payable during the first
seven contract years, or which is attributable to the crediting of interest with
respect to such premiums.

Since the Policy provides for flexible premium payments, the Company has
instituted procedures to monitor whether increases in death benefits or
additional premium payments cause either the start of a new seven-year test
period or the taxation of distributions and loans. All additional premium
payments will have to be considered.

If any amount is taxable as a distribution of income under a modified endowment
contract, it will also be subject to a 10% penalty tax. Limited exceptions from
the additional penalty tax are available for individual Policyowners. The
penalty tax will not apply to distribution: (i) that are made on or after the
date the taxpayer attains age 59 1/2; or (ii) that are attributable to the
taxpayer's becoming disabled; or (iii) that are part of a series of
substantially equal periodic payments (made not less frequently than annually)
made for the life or life expectancy of the taxpayer. For complete information
with respect to modified endowment contract status, a qualified tax advisor
should be consulted.

Once a Policy fails the 7-pay test, loans and distributions occurring in the
year of failure and thereafter become subject to the rules for modified
endowment contracts. In addition, a recapture provision applies to loans and
distributions received in anticipation of failing the 7-pay test. Any
distribution or loan made within two years prior to failing the 7-pay test is
considered to have been made in anticipation of the failure.

Under certain circumstances, a loan, collateral assignment, or other
distribution under a modified endowment contract may be taxable even though it
exceeds the amount of income accumulated in the Policy. For purposes of
determining the amount of income received from a modified endowment contract,
the law requires the aggregation of all modified endowment contracts issued to
the same Policyowner by an insurer and its affiliates within the same calendar
year. Therefore, loans, collateral assignments, and distributions from any one
such Policy are taxable to the extent of the income accumulated in all the
Policies required to be aggregated.

Qualified Plans. The Policy may be used in conjunction with certain tax-
qualified employee benefit plans. Since the rules governing such use are
complex, a purchaser should not use the Policy in conjunction with any such
qualified plan until he has consulted a competent tax advisor. The Policy may
not be used in conjunction with an Individual Retirement Account (IRA).

Diversification Standards. To comply with final regulations under Code Section
817(h) ("Final Regulations"), each Fund of the Trusts is required to diversify
its investments. The Final Regulations generally require that on the last day of
each quarter of a calendar year no more than 55% of the value of a Fund's assets
is represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. A "look-through" rule
applies to treat a pro-rata portion of each asset of a Fund as an asset of the
Separate Account. All securities of the same issuer are treated as a single
investment. However, each government agency or instrumentality is treated as a
separate issuer.

With respect to variable life insurance contracts, the general diversification
requirements are modified if any of the assets of the Separate Account are
direct obligations of the United States Treasury. In this case, there is no
limit on the investment that may be made in United States Treasury securities,
and for purposes of determining whether assets other than United States Treasury
securities are adequately diversified, the generally applicable percentage
limitations are increased based on the value of the Separate Account's
investment in United States Treasury securities. Notwithstanding this
modification of the general diversification requirements, the Funds of the
Trusts will be structured to comply with the general diversification standards
because they serve as an investment vehicle for certain variable annuity
contracts which must comply with the general standards.

In connection with the issuance of the temporary regulations prior to the Final
Regulations, the Treasury announced that such temporary regulations did not
provide guidance concerning the extent to which Policyowners may direct their
investments to particular Divisions of a separate account. Regulations in this
regard were not issued in connection with the Final Regulations, however. It is
not clear, at this time, what future regulations might provide. It is possible
that, if future regulations are issued, the Policy may need to be modified to
comply with such regulations. For these reasons, MML Bay State reserves the
right to modify the Policy, as necessary, to prevent the Policyowner from being
considered the owner of the assets of the Separate Account.

MML Bay State intends to comply with the Final Regulations to assure that the
Policy continues to qualify as life insurance for federal income tax purposes.

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<PAGE>

Your Voting Rights

As long as the Separate Account continues to operate as a unit investment trust
under the Investment Company Act of 1940, the Policyowner is entitled to give
instructions as to how shares of the Funds held in the Separate Account (or
other securities held in lieu of such shares) deemed attributable to the Policy
shall be voted at meetings of shareholders of the Funds or the Trusts. Those
persons entitled to give voting instructions are determined as of the record
date for the meeting.

The number of shares of the Funds held in the Separate Account deemed
attributable to the Policy during the lifetime of the Insured are determined by
dividing the Policy's Account Value held in each Division of the Separate
Account, if any, by $100. Fractional votes are counted.

Policyowners receive proxy material and a form with which such instructions may
be given. Shares of the Funds held by the Separate Account as to which no
effective instructions have been received are voted for or against any
proposition in the same proportion as the shares as to which instructions have
been received.

Reservation Of Rights

We reserve the right to take certain actions in connection with our operations
and the operations of the Separate Account. These actions will be taken in
accordance with applicable laws (including obtaining any required approval of
the Securities and Exchange Commission). If necessary, we will seek approval by
Policyowners.

Specifically, we reserve the right to:

. Create new Divisions of the Separate Account;

. Create new Separate Accounts;

. Combine any two or more Separate Accounts;

. Make available additional Divisions of the Separate Account investing in
additional investment companies;

. Invest the assets of the Separate Account in securities other than shares of
the Funds as a substitute for such shares already purchased or as the
securities to be purchased in the future;

. Operate the Separate Account as a management investment company under the
Investment Company Act of 1940 or in any other form permitted by law; and

. De-register the Separate Account under the Investment Company Act of 1940 in
the event such registration is no longer required.

MML Bay State also reserves the right to change the name of the Separate
Account.

We have reserved all rights to the name MML Bay State Life Insurance Company or
any part of it. We may allow the Separate Account and other entities to use our
name or part of it, but we may also withdraw this right.

Additional Provisions Of The Policy

Additional Benefits You Can Get by Rider

The Policy can include additional benefits that we approve based on our
standards and limits for issuing insurance and classifying risks. An additional
benefit is provided by rider and is subject to the terms of both the rider and
the Policy. The cost of any rider is deducted as part of the Monthly Charges.
Subject to state availability, the following riders are available.

Disability Benefit Rider. This rider provides that, in the event of the
Insured's total disability that begins before Attained Age 65 and continues for
at least six months, MML Bay State will apply a premium payment to the Policy on
each Monthly Calculation Date while the Insured remains totally disabled (but
not after Attained Age 70 if the disability occurred after Attained Age 60).

At the time of application, a Specified Monthly Amount is selected by the
Policyowner. In the event of the Insured's total disability, the amount of the
premium payment applied on each Monthly Calculation Date will be the greater of:
(a) the Specified Monthly Amount; or (b) the Monthly Charge (increased by the
current Premium Expense Charge) on that Monthly Calculation Date.

Accidental Death Benefit Rider. This rider provides for an addition to the Death
Benefit in the event the Insured's death was caused by accidental bodily injury
occurring within six months before the Insured's death. No benefit is provided
under this rider if the Insured dies before his or her first birthday or after
Attained Age 70.

Insurability Protection Rider. This rider allows the Policyowner to increase the
Selected Face Amount of the Policy for a specified amount on specified dates,
without evidence of insurability.

Death Benefit Guarantee Rider. Until Attained Age 70 or 40 years from the Policy
Date, whichever is sooner, the Policy will not terminate when the Account Value
is insufficient to cover the Monthly Charge on a Monthly Calculation Date if (a)
exceeds (b) where:

(a) is the sum of all premiums paid, minus any withdrawals, and minus any Policy
Debt; and

(b) is the sum of Minimum Monthly Premiums, for this rider since the Policy
Date.

Minimum Monthly Premiums may be paid on other than a monthly basis as long as
the sum of premiums paid is at least equal to the total required Minimum Monthly
Premiums on each Monthly Calculation Date. The Minimum Monthly Policy Premium
may change if the Policy's Selected Face Amount is increased or decreased or if
riders are added, changed, or terminated. The new Minimum Monthly Premium will
apply from the effective date of the change.

If, on a Monthly Calculation Date, the Policy premium requirement has not been
met, the Policyowner will be given an additional 61 days to pay a premium
sufficient to maintain the death benefit guarantee. The required payment will be
equal

26
<PAGE>

to (a) the smallest amount needed to meet the Policy premium requirement as of
that date, plus (b) two times the Minimum Monthly Premium for that date. If the
required payment is not received within this period, the rider will terminate
and the death benefit guarantee will be lost. Once the rider is terminated, it
cannot be reinstated.

Accelerated Death Benefit Rider. This rider advances the Policyowner a portion
of the Death Benefit when MML Bay State receives proof, satisfactory to Us, the
insured is terminally ill and is not expected to live more than 12 months. In
return for the advanced payment, a lien is established against the Policy, equal
to the amount of the Death Benefit accelerated under the Policy. Interest is not
charged on the Lien.

Right to Exchange Insured Endorsement. Upon request, the Policy may include a
Right to Exchange Insured Endorsement. Under this endorsement, the Policy may be
exchanged for a new Policy on the life of a new Insured, subject to certain
conditions and satisfactory evidence of insurability.

Exchange Privilege

The Policyowner may transfer the entire Account Value held in the Separate
Account to the GPA at any time. The transfer will take effect following receipt
by MML Bay State of a written request.

Beneficiary

A Beneficiary is any person named on our records to receive insurance proceeds
after the Insured dies. The Policyowner names the Beneficiary in the application
for the Policy. There may be different classes of beneficiaries, such as primary
and secondary. These classes set the order of payment. There may be more than
one Beneficiary in a class.

Any Beneficiary may be named an irrevocable Beneficiary. An irrevocable
Beneficiary is one whose consent is needed to change that Beneficiary. The
consent of any irrevocable Beneficiary is needed to exercise any Policy right
except the right to:

Change the frequency of Planned Premiums;

Change the premium payment plan; and

Reinstate the Policy after termination.

The Beneficiary may be changed during the Insured's lifetime by writing to our
Principal Administrative Office. Generally, the change will take effect as of
the date of the request. If no Beneficiary is living when the Insured dies,
unless provided otherwise the Death Benefit is paid to the Policyowner or, if
deceased, to the Policyowner's estate.

Assignment

The Policy may be assigned as collateral for a loan or other obligation. For any
assignment to be binding on MML Bay State, however, We must receive a signed
copy of it at our Principal Administrative Office. We are not responsible for
the validity of any assignment.

Limits on Our Right to
Challenge the Policy

Except for any increases in Selected Face Amount, we must bring any legal action
to contest the validity of a Policy within two years from its Issue Date. After
that We cannot contest its validity, except for failure to pay premiums. For any
increase in the Selected Face Amount, We must bring legal action to contest that
increase within two years after the effective date of the increase or within two
years after the Issue Date of the Insurability Protection Rider, if the increase
is provided by that rider.

Error of Age or Sex

If the Insured's age or sex is misstated in the Policy application, the Death
Benefit payable under the Policy will be adjusted based on what the Policy would
provide according to the most recent Monthly Charge for the correct date of
birth and correct sex.

Suicide

Suicide within two years of the Policy Date is not covered by the Policy. If the
Insured dies by suicide, while sane or insane, within two years from the Issue
Date (or less where required by law), the amount payable to the Beneficiary will
be limited to premiums paid, less any withdrawals and Policy Debt. If the
Insured, while sane or insane, dies by suicide within two years after the
effective date of any increase in the Selected Face Amount, the death benefit
for that increase will be limited to the amount of the Monthly Charges for that
increase.

When We Pay Proceeds

If the Policy has not terminated, payment of the Cash Surrender Value, loan
proceeds, or the Death Benefit are made within 7 days after we receive all
required documents in a form satisfactory to us at our Principal Administrative
Office. But we can delay payment of the Cash Surrender Value or any withdrawal
from the Separate Account, loan proceeds attributable to the Separate Account,
or the Death Benefit during any period that: it is not reasonably practicable to
determine the amount because the New York Stock Exchange is closed (other than
customary week-end and holiday closings), trading is restricted by the SEC, or
the SEC declares that an emergency exists; or the SEC, by order, permits us to
delay payment in order to protect our policyowners.

We may delay paying any Cash Surrender Value, any withdrawal, or any loan
proceeds based on the GPA for up to 6 months from the date the request is
received at our Principal Administrative Office.

We can delay payment of the entire Death Benefit if payment is contested. We
investigate all death claims arising within the two-year contestable period.
Upon receiving the information from a completed investigation, we generally make
a determination within five days as to whether the claim should be authorized
for payment. Payments are made promptly after authorization.

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<PAGE>

If payment of a Death Benefit, Cash Surrender Value, or withdrawal is delayed
for 30 days or more, we add interest to the date of payment at the same rate as
is paid under the interest payment option.

Payment Options

The Policy proceeds can be paid in cash, or if elected, all or part of these
proceeds can be placed under one of more of the following payment options. The
minimum amount that can be applied under a payment option is $2,000. If the
periodic payment under any option is less than $20, we reserve the right to make
payments at less-frequent intervals. None of these benefits depends on the
performance of the Separate Account or the GPA. For additional information
concerning these options, see the Policy. The following payment options are
currently available.

Fixed Amount Payment Option. Each monthly payment is for an agreed fixed amount
not less than $10 for each $1,000 applied under the option. Interest of at least
2.5% per year is credited each month on the unpaid balance and added to it.
Payments continue until the amount We hold runs out.

Fixed Time Payment Option. Equal monthly payments are made for any period
selected, up to 30 years. The amount of each payment depends on the total amount
applied, the period selected, and the rate We credit interest to the unpaid
balance. This interest rate will not be less than 2.5% per year.

Interest Payment Option. We hold amounts under this option and pay interest on
the unpaid balance of at least 2.5% per year.

Lifetime Payment Option. Equal monthly payments are based on the life of a named
person. Payments continue for the lifetime of that person. Three variations are
available:

. Payments for life only;

. Payments guaranteed for five, ten or twenty years; and

. Payments guaranteed for the amount applied.

Joint Lifetime Payment Option. Equal monthly payments are based on the lives of
two named persons. While both named persons are living, one payment will be made
each month. When one of the named persons dies, the same payment continues for
the lifetime of the other. Two variations are available:

. Payments guaranteed for 10 years; and

. Payments for two lives only. No specific number of payments is guaranteed.
Under this option there may be one payment if the the two named persons die
prior to the second payment.

Joint Lifetime Payment Option with Reduced Payments. Monthly payments are based
on the lives of two named persons. While both named persons are living, one
payment will be made each month. When one dies, payments are reduced by one-
third and will continue for the lifetime of the other.

Withdrawal Rights Under Payment Options. If provided in the payment option
election, all or part of the unpaid balance under the Fixed Amount or Interest
payment option may be withdrawn or applied under any other option. Payments
which are based on a named person's life may not be withdrawn.

Records And Reports

All records and accounts relating to the Separate Account and the GPA are
maintained by MassMutual or MML Bay State. Each year within 30 days after the
Policy Anniversary, MML Bay State will mail you a report showing the Account
Value at the beginning of the previous Policy Year, all premiums paid since that
time, all additions to and deductions from the Account Value during the year,
and the Account Value, Death Benefit, Cash Surrender Value and Policy Debt as of
the latest Policy Anniversary. This report contains any additional information
required by any applicable law or regulation.

Sales And Other Agreements

MML Investors Services, Inc.("MMLISI"), a wholly-owned subsidiary of MassMutual,
is the principal underwriter of the Policy pursuant to a Service Agreement
between MMLISI and MML Bay State. MMLISI is registered with the Securities and
Exchange Commission as a broker-dealer under the Securities Exchange Act of 1934
and is a member of the National Association of Securities Dealers, Inc.

MML Bay State sells the Policy through individuals who are licensed as life
insurance agents for MML Bay State, and are also registered representatives of
MMLISI or of broker-dealers who have entered into written sales agreements with
MMLISI.

When an application for a Policy is completed, it is submitted to MML Bay State.
Under a service agreement between MML Bay State and MassMutual (described below
under Service Agreement) MassMutual performs suitability and insurance
underwriting and determines whether to accept or reject the application. If the
application is not accepted, MML Bay State will refund any premium that has been
paid.

Commission Schedule

Writing agents will receive commissions based on a commission schedule and
rules. Some commissions are paid as a percentage of the premium payable in each
Policy Year. The maximum commission percentages are as follows:

For Policy Year 1, 50% for basic premium and 2% for amount paid above basic
premium; for Policy Years 2 through 5, 6% of basic premium and 2% for amounts
paid above basic premium; for Policy Years 6 and 7, 5% of basic premium and 2%
for amounts paid above basic premium; for Policy Years 8 through 10, 4% of basic
premium and 2% for amounts above basic premium, and 2% for basic premium and
amounts above basic premium for Policy Years 11 through 20. Thereafter, no
premium-based commissions are paid.

Basic premium is an amount established by MML Bay State for the purposes of
determining commissions payable on a Policy.

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<PAGE>

For Policy Years 2 through 20, writing agents will also receive a commission of
0.15% of the average monthly Account Value in each Policy Year. The 0.15%
percentage drops to 0.05% for Policy Years 21 and later.

Agents under financing agreements with a general agent of MassMutual may be
compensated differently. Agents who meet certain productivity and persistency
standards in selling MML Bay State and MassMutual policies are eligible for
additional compensation.

General agents and brokers receive commissions based on different schedules and
rules.

Service Agreement

In addition to acting as an investment manager for the funds underlying the
Divisions of the Separate Account, MassMutual performs certain investment and
administrative duties for MML Bay State. MassMutual does this according to a
written agreement. The agreement is automatically renewed each year, unless
either party terminates it. Under this agreement, MML Bay State pays MassMutual
for salary costs and other services and an amount for indirect costs incurred
through MML Bay State's use of MassMutual's personnel and facilities.

Bonding Arrangement

An insurance company blanket bond is maintained providing $15,000,000 coverage
for officers and employees of MassMutual and MML Bay State (subject to a
$500,000 deductible) and $5,000,000 for MassMutual's general agents and agents
(also subject to a $500,000 deductible).

Directors And Officers Of
MML Bay State

Directors:

Paul D. Adornato

Director (since 1987), MML Bay State; Senior Vice President (since 1986),
MassMutual; Director (1987-1991), MML Life Insurance Company; Director
(since 1987), MML Pension Insurance Company.

Donald D. Cameron

Director (since 1993) and Senior Vice President-Corporate Marketing (since
1991), MML Bay State; Senior Vice President (since 1987), MassMutual.

Daniel J. Fitzgerald

Director (since 1994, 1987-1993), President (1987-1990), President and
Chief Executive Officer (1991-1993), MML Bay State; Executive Vice
President (since 1994), Senior Vice President (1991-1994), Vice President
and Controller (1986-1991), MassMutual; Director (since 1993), MassMutual
Holding Company; Director (since 1994, 1987-1993), President (1987-1990)
MML Life Insurance Company; Director (1987-1990), President (1987-1990),
MML Insurance Agency Inc.; Director (1987-1990), Bay Colony of Arizona,
Inc; Director (1987-1990), President (1987-1990) Bay Colony of Vermont,
Inc.; Director (since 1994) Cornerstone Real Estate Advisors, Inc.;
Director (since 1994), MML Investor Services, Inc.; Director (since 1994),
MML Real Estate Corporation; Director (since 1994), MML Realty Management
Corporation; Director (since 1994), MassMutual of Ireland, Inc.; Director
(1987-1990), President (1987-1990) Mass Life Insurance Company of New York.

Arthur Foresi

Director (since 1994), MML Bay State; Vice President (since 1991), Second
Vice President (1987-1991) MassMutual.

Gary T. Huffman

Director (since 1994), MML Bay State; Senior Vice President (since 1994)
MassMutual; General Agent (1981-1994) for MassMutual; Director and Chief
Executive Officer (since 1994), MML Investor Services, Inc.

Douglas J. Jangraw

Director (since 1992), MML Bay State; Second Vice President and Actuary
(since 1982), MassMutual.

Isadore Jermyn

President (1990-1991), Chief Executive Officer and President, Chief
Executive Officer and Chairman (since 1993), MML Bay State; Vice President
and Actuary (since 1987), MassMutual; Director (1990-1991), MML Life
Insurance Company; Director (since 1990) and Chairman and President (since
1993), MML Pension Insurance Company; Director (since 1992), MML Investors
Services, Inc.; Director (since 1992), MML Insurance Agency, Inc.; Director
(since 1993), MML Insurance Agency of Ohio, Inc.; Director (since 1994),
Cornerstone Real Estate Advisers, Inc.

John J. Libera, Jr.

Director (since 1991), MML Bay State; Senior Vice President (since 1987),
MassMutual; Director (1987-1990), MML Life Insurance Company; Director
(since 1991, 1987-1990), MML Pension Insurance Company.

William T. McElmurray

Director (since 1991), MML Bay State; Director Senior Vice President (since
1991), Vice President (1979-1991), MassMutual; Director (since 1991), MML
Pension Insurance Company.

Stuart H. Reese

Director (since 1994), MML Bay State; Senior Vice President (since 1993),
MassMutual; President (since 1993) MML Series Investment Funds and (since
1994) MassMutual Institutional Funds; Executive Vice President (since 1993)
MassMutual Corporate Investors and MassMutual Participation Investors;
Director (since 1994) MML Pension Insurance Company, MassMutual/Corporate
Value Partners Ltd., and MassMutual Carlson CBO N.V.

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<PAGE>

Jeanne M. Stamant

Director (since 1990), MML Bay State; Vice President and Actuary (since
1980), MassMutual; Director (1990-1991), MML Life Insurance Company;
Director (since 1991), MML Pension Insurance Company.

Officers (other than Directors):

Allan B. Bixby

Treasurer (since 1987), MML Bay State; Second Vice President and Treasurer
(since 1981), MassMutual; Treasurer (1987-1991), MML Life Insurance
Company; Treasurer (since 1987), MML Pension Insurance Company.

Yek Soan S. Cheng

Vice President-Actuarial (since 1988), MML Bay State, Actuary (since 1986),
Second Vice President (since 1987), MassMutual; Vice President-Actuarial
(1988-1991), MML Life Insurance Company; Vice President-Actuarial (since
1988), MML Pension Insurance Company.

William C. Fetherston, Jr.

Vice President and General Auditor (since 1987), MML Bay State; Vice
President and General Auditor (since 1985), MassMutual; Vice President and
General Auditor (1987-1991), MML Life Insurance Company; Vice President and
General Auditor (since 1987), MML Pension Insurance Company.

Thomas J. Finnegan, Jr.

Secretary (since 1990), Director (1990-1991), MML Bay State; Vice
President, Secretary and Associate General Counsel (since 1984),
MassMutual.

Michael A. Macleod

Vice President-Operations (since 1990), MML Bay State; Assistant Controller
(since 1985), MassMutual; Vice President-Operations (1990-1991), MML Life
Insurance Company; Vice President-Operations (since 1990), MML Pension
Insurance Company.

Efrem Marder

Vice President-Investments (since 1990), MML Bay State; Vice President and
Managing Director (since 1989), MassMutual; Vice President-Investments
(1990-1991), MML Life Insurance Company; Vice President-Investments (1990-
1994), MML Pension Insurance Company.

John Miller, Jr.

Second Vice President (since 1991), Comptroller (since 1987), MML Bay
State; Second Vice President (since 1987), MassMutual; Comptroller (1987-
1991), MML Life Insurance Company; Second Vice President (since 1991),
Comptroller (since 1987), MML Pension Insurance Company.

Mary E. Wilson

Vice President-Investments (since 1990), MML Bay State; Vice President and
Managing Director (since 1991), Vice President (1990-1991), Second Vice
President (1989-1990), MassMutual; Vice President-Investments (1990-1991),
MML Life Insurance Company; Vice President-Investments (1990-1994), MML
Pension Insurance Company; Senior Vice President (since 1993), Vice
President (1991-1993), Second Vice President (1990-1991), MML Series
Investment Fund; Vice President (since 1992), MassMutual Corporate
Investors and (since 1991), MassMutual Participation Investors.

Legal Proceedings

We are not currently involved in any legal proceedings which would have a
material impact on the Policy.

Experts

The financial statements of MML Bay State for the years ending December 31,
1994, 1993 and 1992 have been included herein in reliance upon the report of
Coopers & Lybrand L.L.P, independent accountants, given on the authority of that
firm as experts in accounting and auditing.

Actuarial matters in the Prospectus have been examined by Yek Soan S. Cheng,
FSA, MAAA. An opinion on actuarial matters is filed as an exhibit to the
registration statements we filed with the SEC.

Financial Statements

The financial statements of MML Bay State included herein should be considered
only as bearing upon the ability of MML Bay State to meet its obligations under
the Policy.

No financial statements are included for the Separate Account because, as of the
date of this Prospectus, the Divisions of the Separate Account offered by this
Prospectus had not commenced operations and therefore had no assets or
liabilities.

30
<PAGE>

Report Of Independent Accountants

To the Board of Directors
MML Bay State Life Insurance Company

We have audited the statement of financial position of MML Bay State Life
Insurance Company as of December 31, 1994 and 1993, and the related statements
of income, changes in shareholder's equity, and cash flows for the years then
ended December 31, 1994, 1993 and 1992. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MML Bay State Life Insurance
Company as of December 31, 1994 and 1993, and the results of its operations and
its cash flows for the years ended December 31, 1994, 1993 and 1992, in
conformity with generally accepted accounting principles.

As discussed in Note 3, the Company recorded a prior year adjustment through the
Statement of Changes in Shareholder's Equity.

Springfield, Massachusetts

February 10, 1995

31
<PAGE>

MML BAY STATE LIFE INSURANCE COMPANY

STATEMENT OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31,
1994 1993
---------- ----------
(In Thousands)
<S> <C> <C>
Assets:
Bonds........................................ $ 52,336.9 $ 27,833.2
Policy loans................................. 3,918.0 2,631.2
Cash and short-term investments.............. 950.0 501.0
Investment and insurance amounts receivable.. 1,245.3 894.6
Receivable from separate account............. 21,108.0 14,651.8
Receivable from parent....................... 0.0 776.8
Separate account assets...................... 151,057.9 112,748.0
Other assets................................. 80.1 63.4
---------- ----------
Total assets................................. $230,696.2 $160,100.0
========== ==========
Liabilities:
Policyholders' reserves and funds............ $ 11,826.7 $ 9,546.3
Policy claims and other benefits............. 166.0 381.8
Payable to parent............................ 4,368.2 0.0
Federal income taxes......................... 803.2 1,713.5
Asset valuation reserve...................... 106.8 63.5
Separate account reserves and liabilities.... 149,092.7 110,951.3
Other liabilities............................ 8,369.6 4,046.7
---------- ----------
Total liabilities............................ 174,733.2 126,703.1
========== ==========
Shareholder's equity:
Common stock, $200 par value
25,000 shares authorized
10,001 shares issued and outstanding....... 2,000.2 2,000.2
Paid-in capital and contributed surplus...... 46,736.9 21,736.9
Surplus...................................... 7,225.9 9,659.8
---------- ----------
Total shareholder's equity................... 55,963.0 33,396.9
---------- ----------
Total liabilities and shareholder's equity... $230,696.2 $160,100.0
========== ==========
</TABLE>

See Notes to Financial Statements.

32
<PAGE>

MML BAY STATE LIFE INSURANCE COMPANY

STATEMENT OF INCOME

<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
--------- --------- ---------
(In Thousands)
<S> <C> <C> <C>
Revenue:
Premium income............................ $54,481.4 $43,469.2 $33,472.6
Net investment and other income........... 3,531.8 2,898.8 2,656.7
Expense allowance on reinsurance ceded.... 132.4 3,776.2 2,944.4
--------- --------- ---------
Total revenue............................. 58,145.6 50,144.2 39,073.7
--------- --------- ---------
Disposition of revenue:
Policy benefits and payments.............. 2,939.9 2,178.5 1,191.4
Addition to policyholders' reserves and
funds.................................... 30,422.1 27,192.4 21,815.1
Operating expenses........................ 11,960.6 8,956.8 4,578.4
Commissions............................... 10,747.5 8,264.8 5,299.3
State taxes, licenses and fees............ 1,405.1 1,603.4 718.1
--------- --------- ---------
Total disposition of revenue.............. 57,475.2 48,195.9 33,602.3
--------- --------- ---------
Net gain from operations before federal
income taxes............................. 670.4 1,948.3 5,471.4
Federal income taxes (benefit)............ (934.8) 1,283.1 2,352.3
--------- --------- ---------
Net gain from operations.................. 1,605.2 665.2 3,119.1
Net realized capital gain (loss).......... (24.4) (19.3) 346.3
--------- --------- ---------
Net income................................ $ 1,580.8 $ 645.9 $ 3,465.4
========= ========= =========
</TABLE>

See Notes to Financial Statements.

33
<PAGE>

MML BAY STATE LIFE INSURANCE COMPANY

STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
--------- --------- ---------
(In Thousands)
<S> <C> <C> <C>
Shareholder's equity, beginning of year.... $33,396.9 $32,774.5 $29,224.6
--------- --------- ---------
Increases (decrease) due to:
Net income............................... 1,580.8 645.9 3,465.4
Change in asset valuation reserve........ (43.3) (29.4) (34.1)
Change in separate account surplus....... 108.6 5.9 110.9
Change in investment reserves.......... 0.0 0.0 7.7
Surplus contribution................... 25,000.0 0.0 0.0
Prior year adjustment.................. (4,101.5) 0.0 0.0
Change in accounting for mortgage
backed securities..................... 21.5 0.0 0.0
Net increase......................... 22,566.1 622.4 3,549.9
--------- --------- ---------
Shareholder's equity, end of year.......... $55,963.0 $33,396.9 $32,774.5
========= ========= =========
</TABLE>

See Notes to Financial Statements.

34
<PAGE>

MML BAY STATE LIFE INSURANCE COMPANY

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
--------- --------- ---------
(In Thousands)
<S> <C> <C> <C>
Operating activities:
Net income........................................................... $ 1,580.8 $ 645.9 $ 3,465.4
Additions to policyholders' reserves and funds,
net of transfers to separate accounts............................ 2,064.6 2,001.9 1,474.2
Net realized capital (gain) loss................................... 24.4 19.3 (346.3)
Change in receivable from separate accounts........................ (6,456.2) (6,148.2) (3,687.1)
Other changes...................................................... 3,055.8 1,915.4 389.0
--------- --------- ---------
Net cash provided by (used in) operating activities................ 269.4 (1,565.7) 1,295.2
--------- --------- ---------
Investing activities:
Loans and purchases of investments................................. 43,275.8 20,020.2 43,245.1
Sales or maturities of investments and receipts
from repayments of loans......................................... 18,455.4 20,711.1 40,326.4
--------- --------- ---------
Net cash (provided by) used in investing activities................ 24,820.4 (690.9) 2,918.7
--------- --------- ---------
Financing activity:
Surplus contribution............................................... 25,000.0 0.0 0.0
--------- --------- ---------
Increase (decrease) in cash and short-term
investments......................................................... 449.0 (874.8) (1,623.5)
Cash and short-term investments, beginning of year................... 501.0 1,375.8 2,999.3
--------- --------- ---------
Cash and short-term investments, end of year......................... $ 950.0 $ 501.0 $ 1,375.8
========= ========= =========

</TABLE>

See Notes to Financial Statements.

35
<PAGE>

Notes To Financial Statements

1. OPERATIONS

MML Bay State Life Insurance Company ("the Company") is a wholly-owned
subsidiary of Massachusetts Mutual Life Insurance Company ("MassMutual"). The
Company's insurance operation consists primarily of flexible and limited premium
variable whole life insurance.

2. SUMMARY OF ACCOUNTING PRACTICES

The accompanying financial statements, except as to form, have been prepared in
conformity with the practices of the National Association of Insurance
Commissioners and the accounting practices prescribed by the Division of
Insurance of the State of Missouri which are currently considered generally
accepted accounting principles for stock life insurance subsidiaries of a mutual
life insurance company.

The Financial Accounting Standards Board, which has no role in establishing
regulatory accounting practices, issued Interpretation 40, Applicability of
Generally Accepted Accounting Principles to Mutual Life Insurance and Other
Enterprises, and Statement of Financial Accounting Standards No. 120, Accounting
and Reporting by Mutual Life Insurance Enterprises and by Insurance Enterprises
for Certain Long-Duration Participating Contracts. The American Institute of
Certified Public Accountants, which also has no role in establishing regulatory
accounting practices, issued Statement of Position 95-1, Accounting for Certain
Insurance Activities of Mutual Life Insurance Enterprises. These pronouncements
will require mutual life insurance companies and their stock life insurance
subsidiaries to modify their financial statements in order to continue in
accordance with generally accepted accounting principles, effective for 1996
financial statements. The manner in which policy reserves, new business
acquisition costs, asset valuations and related tax effects are recorded will
change. Management has not determined the impact of such changes on the
Company's Statements of Financial Position and Income.

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

a. Investments

Bonds are valued in accordance with rules established by the National
Association of Insurance Commissioners. Generally, bonds are valued at amortized
cost. Premium and discount on bonds are amortized into investment income over
the stated lives of the securities through December 31, 1994.

As promulgated by the National Association of Insurance Commissioners, the
Company adopted the retrospective method of accounting for amortization of
premium and discount on mortgage backed securities as of December 31, 1994.
Prepayment assumptions for mortgage backed securities were obtained from a
prepayment model, which factors in mortgage type, seasoning, coupon, current
interest rate and the economic environment. The effect of this change, $21.5
thousand, is recorded as an increase to shareholder's equity.

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

In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve and an Interest Maintenance Reserve. The Asset Valuation
Reserve stabilizes the shareholder's equity against declines in the value of
bonds.

The Interest Maintenance Reserve captures after-tax realized capital gains and
losses which result from changes in the overall level of interest rates for all
types of fixed income investments, and amortizes these capital gains and losses
into income over the remaining life of the investment sold. Net realized after-
tax capital losses of $7.0 thousand in 1994 and net realized after-tax capital
gains of $53.5 thousand and $359.1 thousand in 1993 and 1992, respectively, were
charged to the Interest Maintenance Reserve. The gains credited for certain
government securities were limited by regulation to 75 percent of the gains
realized in 1993 and 50 percent of the gains realized in 1992. Amortization of
the Interest Maintenance Reserve into net income amounted to $86.9 thousand in
1994, $99.8 thousand in 1993 and $49.7 thousand in 1992. The Interest
Maintenance Reserve is included in other liabilities on the Statement of
Financial Position.

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

36
<PAGE>

Notes To Financial Statements (Continued)

b. Separate Accounts

Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of variable life insurance policy
holders. Assets, consisting of holdings in an open-end series investment fund
affiliated with MassMutual, bonds, common stocks, and short-term investments,
are reported at fair value. Separate account reserves and liabilities are
determined based upon the performance of the related assets within the separate
account. Premiums, benefits and expenses of the separate accounts are reported
on the Statement of Income. The Company receives compensation for providing
administrative services to the separate account and for assuming mortality and
expense risks in connection with the policies. The Company had $1,965.3 thousand
and $1,796.7 thousand of its assets invested in the separate account as of
December 31, 1994 and 1993, respectively.

c. Policyholders' Reserves and Funds

Policyholders' reserves are developed using accepted actuarial methods computed
principally on the net level premium and the Commissioners' Reserve Valuation
Method bases using the 1958 and 1980 Commissioners' Standard Ordinary mortality
tables with assumed interest rates ranging from 3.5 to 5.5 percent.

d. Premium and Related Expense Recognition

Premium revenue is recognized annually on the anniversary date of the policy.
Commissions and other costs related to issuance of new policies, maintenance and
settlement costs are charged to current operations.

e. Cash and Short-term Investments

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

3. RELATED PARTY TRANSACTIONS

Investment and administrative services are provided to the Company pursuant to a
management services agreement with MassMutual. Service fees are accrued based
upon estimated costs and are billed the following period, when actual costs are
available. Fees incurred under the terms of this agreement were $7,762.9
thousand, $5,941.6 thousand and $2,926.8 thousand in 1994, 1993 and 1992,
respectively.

The Company has reinsurance agreements with MassMutual in which MassMutual
assumes specific plans of insurance on a coinsurance basis and on a yearly
renewal term basis. Under terms of the agreements, the Company ceded premiums
amounting to $26,115.1 thousand, $21,862.4 thousand and $19,593.9 thousand in
1994, 1993 and 1992, respectively. Additionally, the Company ceded
administrative and insurance charges of $4,208.3 thousand in 1994, $1,845.0
thousand in 1993 and $875.0 thousand in 1992 for policies issued in those years.
The Company received $8,434.7 thousand, $5,621.2 thousand and $2,944.4 thousand
in 1994, 1993 and 1992, respectively, as commissions and an expense allowance.
Reserves on all business ceded amounted to $5,833.5 thousand in 1994, which
reduced policyholders' reserves and funds. The Company's separate investment
accounts retain the assets applicable to variable life reserves of the policies
reinsured under the agreement with MassMutual. Premium income and the expense
allowance on reinsurance ceded differ from annual statement presentation.

A provision in the Company's coinsurance agreement with MassMutual requires
surrender charge offsets to be included in the ceding provisions of the
reinsurance contract with MassMutual. This surrender charge offset, inherent in
the reserve calculations of the separate account liabilities, is considered
funds which would be due to the general account of MassMutual if the life
policies were surrendered. During 1993, this provision was incorrectly excluded
from amounts recorded for the contract. The effect of correctly recording this
provision was $4,101.5 thousand at December 31, 1993 and was recorded as an
adjustment to shareholder's equity during 1994. The effect of this adjustment in
1994 was included in the expense allowance on reinsurance ceded and all related
tax benefits were recorded in 1994 on the Statement of Income in accordance with
the accounting practices of the National Association of Insurance Commissioners
and the State of Missouri.

During 1994, MassMutual contributed additional paid in capital of $25,000.0
thousand to the Company.

37
<PAGE>

Notes To Financial Statements (Continued)

4. FEDERAL INCOME TAXES

Provision for unpaid federal income taxes is based upon the Company's best
estimate of its tax liability. The Internal Revenue Service has completed
examining the Company's income tax returns through the year 1989, and is
currently examining the years 1990 through 1992. The Company believes any
adjustments resulting from such examinations will not materially affect its
financial statements.

The Company intends to file its 1994 federal income tax return on a consolidated
basis with MassMutual and MassMutual's other life and non-life affiliates.
MassMutual and its affiliates, including the Company, are subject to a written
tax allocation agreement which allocates tax liability in a manner permitted
under Treasury regulations and provides that loss members shall be compensated
for the use of their losses and credits by other members.

No deferred tax effect is recognized for temporary differences that may exist
between financial reporting and taxable income. The Company made no federal tax
payments in 1994. Federal tax payments were $2,696.5 thousand and $1,269.4
thousand in 1993 and 1992, respectively.

5. INVESTMENTS

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

a. Bonds

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

<TABLE>
<CAPTION>
December 31, 1994
-------------------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
---------- ---------- ---------- ----------
(In Thousands)
<S> <C> <C> <C> <C>
U.S. Treasury Securities and Obligations of U.S.
Government Corporations and Agencies $36,162.6 $ 1.7 $ 974.3 $35,190.0
Debt Securities issued by Foreign Governments 494.4 0.0 68.6 425.8
Industrial securities 15,179.9 0.0 439.9 14,740.0
Utilities 500.0 0.0 4.7 495.3
--------- --------- --------- ---------
TOTAL $52,336.9 $ 1.7 $ 1,487.5 $50,851.1

December 31, 1993
-------------------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
---------- ---------- ---------- ----------
(In Thousands)
<S> <C> <C> <C> <C>
U.S. Treasury Securities Obligations of U.S.
Government Corporations and Agencies $18,499.6 $ 379.7 $ 21.0 $18,858.3
Industrial securities 8,083.8 183.2 17.2 8,249.8
Utilities 1,249.8 8.1 0.0 1,257.9
--------- --------- --------- ---------
TOTAL $27,833.2 $ 571.0 $ 38.2 $28,366.0

</TABLE>

The carrying value and estimated fair value of bonds at December 31, 1994 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.

38
<PAGE>

Notes To Financial Statements (Continued)

Estimated
Carrying Fair
Value Value
--------- ---------
(In Thousands)
<S> <C> <C>
Due in one year or less $20,486.6 $20,229.0
Due after one year through five years 13,113.9 12,838.1
Due after five years 7,749.6 7,368.5
--------- ---------
41,350.1 40,435.6
Mortgage-backed securities, including securities guaranteed
by the U.S. Government 10,986.8 10,415.5
--------- ---------
TOTAL $52,336.9 $50,851.1
</TABLE>

Proceeds from sales of investments in bonds were $17,742.4 thousand during 1994,
$20,374.8 thousand during 1993 and $40,074.6 thousand during 1992. Gross capital
gains of $44.5 thousand in 1994, $154.5 thousand in 1993 and $1,117.5 thousand
in 1992 and gross capital losses of $52.3 thousand in 1994 and $42.5 thousand in
1993 were realized on those sales, a portion of which were included in the
Interest Maintenance Reserve. The estimated fair value of non-publicly traded
bonds is determined by the Company using a pricing matrix.

b. Other

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

6. LIQUIDITY

The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1994 are illustrated below:

<TABLE>
<CAPTION>
(In Thousands)
<S> <C> <C>
Total policyholders' reserves and funds and separate account liabilities $160,919.3
Policy loans (3,918.0)
---------
Subject to discretionary withdrawal $157,001.3
---------
Total invested assets, including separate investment account $208,262.9
Policy loans and other invested assets (3,918.0)
---------
Readily marketable investments $204,344.9
---------

</TABLE>

7. RECLASSIFICATION

Certain 1993 and 1992 balances have been reclassified to conform to current year
presentation.

39
<PAGE>

Notes To Financial Statements (Continued)

8. AFFILIATED COMPANIES

The relationship of the Company and its parent and affiliated companies is
illustrated below.

Parent
Massachusetts Mutual Life Insurance Company

Subsidiaries
MML Bay State Life Insurance Company
MassMutual Holding Company
MassMutual Holding Company Two, Inc.
MML Series Investment Fund
MassMutual Institutional Funds
Oppenheimer Value Stock Fund
Oppenheimer Investment Grade Bond Fund

Subsidiaries of MassMutual Holding Company
Concert Capital Management, Inc.
Cornerstone Real Estate Advisors, Inc.
MML Investors Services, Inc.
MML Real Estate Corporation
MML Realty Management Corporation
Oppenheimer Acquisition Corporation
MML Reinsurance (Bermuda) Ltd.
MassMutual/Carlson CBO N.V.
MassMutual Corporate Value Limited

Subsidiaries of MassMutual Corporate Value Limited
MassMutual Corporate Value Partners Limited

Subsidiaries of MassMutual Holding Company Two, Inc.
MassMutual Holding Company Two MSC, Inc.

Subsidiaries of MassMutual Holding Company Two MSC, Inc.
MML Pension Insurance Company
MassMutual of Ireland, Limited
Sloan's Lake Management Corporation

Affiliates

MassMutual Corporate Investors
MassMutual Participation Investors

40
<PAGE>

Appendix A

Illustration Of Death Benefits, Cash Surrender Values And Accumulated Premiums

The following tables illustrate the way in which a Policy operates. They show
how the Death Benefit and Cash Surrender Value could vary over an extended
period of time, assuming the Funds experience hypothetical gross rates of
investment return (i.e., investment income and capital gains and losses,
realized or unrealized), equivalent to constant gross annual rates of 0%, 6%,
and 12%. The tables are based on annual premium of $1,200 for a nonsmoker male
and female age 35 both issued standard based on full underwriting. Separate
tables are shown for the current and guaranteed schedule of charges. These
tables will assist in comparison of Death Benefits and Cash Surrender Values for
the Policy with those under other variable life policies which may be issued by
MML Bay State or other companies.

1. The illustration on page 43 is for a Policy issued to a male nonsmoker age 35
for a Selected Face Amount of $100,000 using Death Benefit Option 1. The
premium payment is $1,200 using a current schedule of charges.

2. The illustration on page 44 is for a Policy issued to a male nonsmoker age 35
for a Selected Face Amount of $100,000 using Death Benefit Option 1. The
premium payment is $1,200 using a guaranteed schedule of charges.

3. The illustration on page 45 is for a Policy issued to a male nonsmoker age 35
for a Selected Face Amount of $100,000 using Death Benefit Option 2. The
premium payment is $1,200 using a current schedule of charges.

4. The illustration on page 46 is for a Policy issued to a male nonsmoker age 35
for a Selected Face Amount of $100,000 using Death Benefit Option 2. The
premium payment is $1,200 using a guaranteed schedule of charges.

5. The illustration on page 47 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000 using Death Benefit Option 1. The
premium payment is $1,200 using a current schedule of charges.

6. The illustration on page 48 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000 using Death Benefit Option 1. The
premium payment is $1,200 using a guaranteed schedule of charges.

7. The illustration on page 49 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000 using Death Benefit Option 2. The
premium payment is $1,200 using a current schedule of charges.

8. The illustration on page 50 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000 using Death Benefit Option 2. The
premium payment is $1,200 using a guaranteed schedule of charges.

The Death Benefits and Cash Surrender Values for a Policy would be different
from the amount shown if the rates of return averaged 0%, 6%, and 12% over a
period of years but varied above and below that average in individual Policy
Years. They would differ if any Policy loan were made during the period of time
illustrated. They would also be different depending upon the allocation of
investment value to each Division. They would also be different depending upon
the allocation of investment value to each Division, if the rates of return for
all the Funds averaged 0%, 6%, and 12% but varied above or below that average
for particular Funds.

The Death Benefits and Cash Surrender Values should, in illustrations 1, 3, 5
and 7, reflect the following current charges:

1. Administrative Charges equal to $6.00 per Policy charge for nonqualified
policies.

2. Cost of Insurance Charge, based on the current rates being charged by the
Company for standard, fully underwritten risks.

3. Mortality and Expense Risk Charge, which is equal to .55% on an annual basis,
of the net asset value of the Fund shares held by the Separate Account.

4. Fund level expenses of .67% on an annual basis, of the net assets value of
the Fund shares held by the Separate Account. These fund level expenses
represent the unweighted average of all fund expenses.

The Death Benefits and Cash Surrender Values show in illustrations 2, 4, 6 and 8
reflect these guaranteed maximum charge*:

1. Administrative Charges equal to $9.00 per Policy.

2. Cost of Insurance Charge based on 1980 CSO Mortality Table.

3. Mortality and Expense Risk Charge, which is equal to .90% on an annual basis,
of the net asset value of the Fund shares held by the Separate Account.

4. Fund level expenses of .74% on an annual basis, of the net assets value of
the Fund shares held by the Separate Account. These fund level expenses
represent the unweighted average of all fund expenses. *The Oppenheimer Trust
does not have a guaranteed maximum for Fund expenses; therefore, this figure
assumes the current charges for the Oppenheimer Trust.

Cash Surrender Values shown in the tables reflect the deduction of the
applicable Administrative Surrender Charge (during the first 15 Policy Years)
and the applicable Sales Load Surrender Charge (also during the first 15 Policy
Years.) Taking into account the current Mortality and Expense Risk Charge and
the Fund level expenses, the effect is that for gross annual rates of return of
0%, 6%, and 12%, the actual rate of return would be -1.241, 4.685 and 10.611%
respectively.

MassMutual has agreed to bear the expenses of the Funds(other than the
management fee, interest taxes, brokerage commissions and extraordinary
expenses) in excess of .11% of average daily net assets value of each MML Fund
through April 30, 1996.

41
<PAGE>

Currently no charge is made against the Separate Account for federal income
taxes but the Company reserves the right to charge the Separate Account for
federal income taxes attributable to the Separate Account if such taxes are
imposed in the future.

The second column of each table shows the amount which would accumulate if an
amount equal to the annual premium were invested to earn interest after taxes of
5% per year, compounded annually.

The tables are based on the assumptions that the Policyowner has not requested
an increase or decrease in the Selected Face Amount, that no Policy loans have
been made, and no transaction charges have been incurred, and that the entire
Account Value under the Policy is allocated to the Funds.

42
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 1
$1,200 Annual Premium
Using Current Schedule of Charges

Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 148.36 $ 209.50 $ 270.78
2 2,583 100,000 100,000 100,000 995.34 1,174.59 1,361.37
3 3,972 100,000 100,000 100,000 1,848.34 2,204.36 2,590.13
4 5,431 100,000 100,000 100,000 2,704.68 3,297.81 3,966.36
5 6,982 100,000 100,000 100,000 3,540.80 4,433.30 5,480.01
6 8,570 100,000 100,000 100,000 4,448.83 5,704.81 7,238.03
7 10,259 100,000 100,000 100,000 5,342.98 7,028.70 9,171.26
8 12,032 100,000 100,000 100,000 6,214.52 8,398.24 11,289.18
9 13,893 100,000 100,000 100,000 7,062.95 9,815.22 13,611.73
10 15,848 100,000 100,000 100,000 7,887.85 11,281.51 16,161.19
15 27,189 100,000 100,000 100,000 11,492.82 19,280.36 33,143.33
20 41,663 100,000 100,000 142,696.69 14,236.10 28,695.54 60,464.70
25 60,136 100,000 100,000 213,307.52 16,481.76 40,544.99 104,562.51
30 83,713 100,000 100,000 311,186.65 17,135.63 54,808.93 173,847.29
35 113,804 100,000 113,586.69 444,791.08 15,301.17 71,890.31 281,513.34
40 152,208 100,000 130,869.80 639,201.68 9,274.71 91,517.20 446,994.18
45 201,222 0 148,940.44 915,176.99 0 113,694.88 698,608.39
50 263,778 0 170,016.65 1,323,368.59 0 138,224.92 1,075,909.42
</TABLE>

<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
----------- --------------------------------------------
0% 6% 12%
------- ------- -------
<S> <C> <C> <C>
1 $ 914.38 $ 975.52 $ 1,036.80
2 1,809.36 1,988.61 2,175.39
3 2,685.28 3,041.30 3,427.07
4 3,541.62 4,134.75 4,803.30
5 4,377.74 5,270.24 6,316.95
6 5,194.12 6,450.10 7,983.32
7 5,988.27 7,673.99 9,816.55
8 6,759.81 8,943.53 11,834.47
9 7,508.24 10,260.51 14,057.02
10 8,233.14 11,626.80 16,506.48
15 11,501.24 19,288.78 33,151.75
</TABLE>

For years following Policy Year 15, Account Value equals Cash Surrender Value
assuming no increase in Selected Face Amount.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND CASH
SURRENDER VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE
OR BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF INVESTMENT VALUE TO EACH DIVISION OF THE SEPARATE
ACCOUNT, IF THE RATES OF RETURN OVER ALL DIVISIONS AVERAGED 0%, 6% OR 12% BUT
VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL DIVISIONS. THEY WOULD ALSO
DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE
MADE BY MML BAY STATE OR THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

43
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 1
Using Guaranteed Schedule Of Charges

Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 94.69 $ 153.98 $ 213.42
2 2,583 100,000 100,000 100,000 887.09 1,058.97 1,238.18
3 3,972 100,000 100,000 100,000 1,681.77 2,020.65 2,388.13
4 5,431 100,000 100,000 100,000 2,476.14 3,037.55 3,670.78
5 6,982 100,000 100,000 100,000 3,245.91 4,086.52 5,072.95
6 8,570 100,000 100,000 100,000 4,082.33 5,259.91 6,698.19
7 10,259 100,000 100,000 100,000 4,899.87 6,473.40 8,474.51
8 12,032 100,000 100,000 100,000 5,690.81 7,720.55 10,409.12
9 13,893 100,000 100,000 100,000 6,452.96 9,000.47 12,516.53
10 15,848 100,000 100,000 100,000 7,187.05 10,315.18 14,815.75
15 27,189 100,000 100,000 100,000 8,449.16 17,233.26 29,764.03
20 41,663 100,000 100,000 125,004.60 9,052.58 24,632.08 52,968.05
25 60,136 100,000 100,000 179,984.65 10,204.00 32,570.25 88,227.77
30 83,713 100,000 100,000 251,550.94 11,861.08 40,674.09 140,531.25
35 113,804 0 100,000 341,427.75 11,865.20 48,131.31 216,093.51
40 152,208 0 100,000 460,714.17 9,191.44 53,552.55 322,177.74
45 201,222 0 100,000 609,877.50 1,535.20 53,336.97 465,555.34
50 263,778 0 100,000 804,490.01 0 36,889.72 654,056.92
</TABLE>

<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
----------- --------------------------------------------
0% 6% 12%
------- ------- -------
<S> <C> <C> <C>
1 $ 860.71 $ 920.00 $ 979.44
2 1,701.11 1,872.99 2,052.20
3 2,518.71 2,857.59 3,225.07
4 3,313.08 3,874.49 4,507.72
5 4,082.85 4,923.46 5,909.89
6 4,827.62 6,005.20 7,443.48
7 5,545.16 7,118.69 9,119.80
8 6,236.10 8,265.84 10,954.41
9 6,898.25 9,445.76 12,961.82
10 7,532.34 10,660.47 15,161.04
15 10,212.42 17,241.68 29,772.75
</TABLE>

For policy years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.

44
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 2
$1,200 Annual Premium
Using Current Schedule Of Charges

Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,912.72 $100,973.77 $101,034.94 $ 146.70 $ 207.75 $ 268.92
2 2,583 101,804.50 101,983.25 102,169.50 990.48 1,169.23 1,355.48
3 3,972 102,675.59 103,030.12 103,414.31 1,838.65 2,193.18 2,577.37
4 5,431 103,525.16 104,115.05 104,779.93 2,688.22 3,278.11 3,942.99
5 6,982 104,352.52 105,238.85 106,275.36 3,515.58 4,401.91 5,441.42
6 8,570 105,158.05 106,403.45 107,923.61 4,412.76 5,658.16 7,178.32
7 10,259 105,938.92 107,607.59 109,728.10 5,293.63 6,962.30 9,082.81
8 12,032 106,694.36 108,852.05 111,707.75 6,149.07 8,306.76 11,162.46
9 13,893 107,423.84 110,137.85 113,890.16 6,978.55 9,692.56 13,434.87
10 15,848 108,126.59 111,465.83 116,264.76 7,781.30 11,120.54 15,919.47
15 27,189 111,228.89 118,787.74 132,225.57 11,220.47 18,779.32 32,217.15
20 41,663 113,699.20 127,481.51 158,078.68 13,699.20 27,481.51 58,078.68
25 60,136 115,522.51 137,882.11 204,714.22 15,522.51 37,882.11 100,350.11
30 83,713 115,417.02 148,888.93 299,227.62 15,417.02 48,888.93 167,166.27
35 113,804 112,396.27 159,394.33 428,233.61 12,396.27 59,394.33 271,033.93
40 152,208 104,938.32 167,321.49 615,992.59 4,938.32 67,321.49 430,764.05
45 201,222 0 169,011.34 882,732.44 0 69,011.34 676,841.56
50 263,778 0 158,134.40 277,767.64 0 58,134.40 1,038,835.48
</TABLE>

<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
----------- --------------------------------------------
0% 6% 12%
------- ------- -------
<S> <C> <C> <C>
1 $ 912.72 $ 973.77 $ 1,034.94
2 1,804.50 1,983.25 2,169.50
3 2,675.59 3,030.12 3,414.31
4 3,525.16 4,115.05 4,779.93
5 4,352.52 5,238.85 6,278.36
6 5,158.05 6,403.45 7,923.61
7 5,293.63 7,607.59 9,728.10
8 6,149.07 8,852.05 11,707.75
9 6,978.55 10,137.85 13,880.16
10 7,781.30 11,465.83 16,264.76
15 11,220.47 18,787.74 32,225.57
</TABLE>

For Policy Years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.

45
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 2
$1,200 Annual Premium
Using Guaranteed Schedule Of Charges

Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,859.04 $100,918.22 $100,977.55 $ 93.02 $ 152.20 $ 211.53
2 2,583 101,696.15 101,867.51 102,046.18 882.13 1,053.49 1,232.16
3 3,972 102,508.86 102,846.27 103,212.11 1,671.92 2,009.33 2,375.17
4 5,431 103,296.49 103,854.64 104,484.13 2,459.55 3,017.70 3,647.19
5 6,982 104,057.42 104,891.80 105,870.86 3,220.48 4,054.86 5,033.92
6 8,570 104,791.13 105,958.00 107,383.00 4,045.84 5,212.71 6,637.71
7 10,259 105,495.09 107,051.42 109,030.14 4,849.80 6,406.13 8,384.85
8 12,032 106,169.80 108,173.22 110,826.13 5,624.51 7,627.93 10,280.84
9 13,893 106,812.75 109,321.56 112,782.91 6,367.46 8,876.27 12,337.62
10 15,848 107,424.45 110,497.57 114,916.80 7,079.16 10,152.28 14,571.51
15 27,189 109,932.19 116,726.48 128,822.11 9,923.77 16,718.06 28,813.69
20 41,663 111,265.50 123,288.51 150,124.92 11,265.50 23,288.51 50,124.92
25 60,136 110,732.55 129,359.93 182,407.58 10,732.55 29,359.93 82,407.58
30 83,713 107,289.69 133,466.56 234,426.65 7,289.69 33,466.56 130,964.61
35 113,804 0 132,650.31 318,986.45 0 32,650.31 201,890.16
40 152,208 0 121,781.66 431,286.88 0 21,781.66 301,599.22
45 201,222 0 0 571,992.03 0 0 436,635.14
50 263,778 0 0 756,131.97 0 0 614,741.44
</TABLE>

<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
----------- -------------------------------------------
0% 6% 12%
------- ------- -------
<S> <C> <C> <C>
1 $ 859.04 $ 918.22 $ 977.55
2 1,696.15 1,867.51 2,046.18
3 2,508.86 2,846.27 3,212.11
4 3,296.49 3,854.64 4,484.13
5 4,057.42 4,891.80 5,870.86
6 4,791.13 5,958.00 7,383.00
7 5,495.09 7,051.42 9,030.14
8 6,169.80 8,173.22 10,826.13
9 6,812.75 9,321.56 12,782.91
10 7,424.45 10,497.57 14,916.80
15 9,932.19 16,726.48 28,822.11
</TABLE>

For Policy Years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.

46
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 1
$1,200 Annual Premium
Using Current Schedule Of Charges

Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $ 100,000 $ 195.69 $ 257.27 $ 319.01
2 2,583 100,000 100,000 100,000 1,056.15 1,237.17 1,425.71
3 3,972 100,000 100,000 100,000 1,939.19 2,299.07 2,688.93
4 5,431 100,000 100,000 100,000 2,806.56 3,406.47 4,082.50
5 6,982 100,000 100,000 100,000 3,651.66 4,554.49 5,613.18
6 8,570 100,000 100,000 100,000 4,566.59 5,837.20 7,388.02
7 10,259 100,000 100,000 100,000 5,472.24 7,177.49 9,344.55
8 12,032 100,000 100,000 100,000 6,359.64 8,568.73 11,492.76
9 13,893 100,000 100,000 100,000 7,228.25 10,012.88 13,853.10
10 15,848 100,000 100,000 100,000 8,078.43 11,512.86 16,449.25
15 27,189 100,000 100,000 105,241.19 11,900.81 19,802.05 33,832.44
20 41,663 100,000 100,000 165,231.27 15,170.31 29,910.19 61,884.37
25 60,136 100,000 100,000 247,330.18 18,221.03 42,850.23 107,534.86
30 83,713 100,000 116,782.93 359,137.11 20,393.31 58,684.89 180,470.91
35 113,804 100,000 135,251.33 516,073.59 21,417.06 77,730.65 296,594.02
40 152,208 100,000 153,620.48 734,651.32 20,569.98 100,405.54 480,164.26
45 201,222 100,000 174,705.24 1,055,918.14 15,737.57 126,598.00 765,158.07
50 263,778 100,000 196,681.99 1,512,223.91 2,172.90 156,096.82 1,200,177.71
</TABLE>

<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
----------- --------------------------------------------
0% 6% 12%
------- ------- -------
<S> <C> <C> <C>
1 $ 929.15 $ 990.73 $ 1,052.47
2 1,837.61 2,018.63 2,207.17
3 2,725.81 3,085.69 3,475.55
4 3,593.18 4,193.09 4,869.12
5 4,438.28 5,341.11 6,399.80
6 5,261.56 6,532.17 8,082.99
7 6,067.21 7,772.46 9,939.52
8 6,854.61 9,063.70 11,987.73
9 7,623.22 10,407.85 14,248.07
10 8,373.40 11,807.83 16,744.22
15 11,907.98 19,809.22 33,839.61
</TABLE>

For Policy Years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.

47
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 1
$1,200 Annual Premium
Using Guaranteed Schedule Of Charges

Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $100,000 $ 148.82 $ 208.83 $ 268.92
2 2,583 100,000 100,000 100,000 961.32 1,135.85 1,317.74
3 3,972 100,000 100,000 100,000 1,793.42 2,138.14 2,511.74
4 5,431 100,000 100,000 100,000 2,607.00 3,178.66 3,823.15
5 6,982 100,000 100,000 100,000 3,395.54 4,252.08 5,256.81
6 8,570 100,000 100,000 100,000 4,250.33 5,450.85 6,916.51
7 10,259 100,000 100,000 100,000 5,085.85 6,690.70 8,730.54
8 12,032 100,000 100,000 100,000 5,894.39 7,965.14 10,706.50
9 13,893 100,000 100,000 100,000 6,676.60 9,276.18 12,861.94
10 15,848 100,000 100,000 100,000 7,433.04 10,625.94 15,216.48
15 27,189 100,000 100,000 100,000 10,597.80 17,786.31 30,576.64
20 41,663 100,000 100,000 145,150.41 12,676.88 25,779.44 54,363.45
25 60,136 100,000 100,000 208,818.08 13,730.97 35,033.06 90,790.47
30 83,713 100,000 100,000 291,034.24 13,413.08 45,819.25 146,248.36
35 113,804 100,000 101,109.66 397,798.99 10,375.36 58,109.00 228,620.11
40 152,208 100,000 109,783.93 534,195.64 2,532.76 71,754.20 349,147.48
45 201,222 0 117,666.72 713,579.05 0 85,265.74 517,086.27
50 263,778 0 123,403.64 937,693.11 0 97,939.40 744,200.88
</TABLE>

<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
----------- --------------------------------------------
0% 6% 12%
------- ------- -------
<S> <C> <C> <C>
1 $ 882.28 $ 942.29 $ 1,002.38
2 1,742.78 1,917.31 2,049.20
3 2,580.04 2,924.76 3,298.36
4 3,393.62 3,965.28 4,609.77
5 4,182.16 5,038.70 6,043.43
6 4,945.30 6,145.82 7,611.48
7 5,680.82 7,285.67 9,325.51
8 6,389.36 8,460.11 11,201.47
9 7,071.57 9,671.15 13,256.91
10 7,728.01 10,920.91 15,511.45
15 10,604.97 17,793.48 30,583.81
</TABLE>

For Policy Years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.

48
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 2
$1,200 Annual Premium
Using Current Schedule Of Charges

<TABLE>
<CAPTION>
Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,927.64 $100,989.14 $ 101,050.79 $ 194.18 $ 255.68 $ 317.33
2 2,583 101,833.19 102,013.76 102,201.89 1,051.73 1,232.30 1,420.43
3 3,972 102,716.81 103,075.38 103,463.83 1,930.19 2,288.76 2,677.21
4 5,431 103,577.80 104,174.76 104,847.43 2,791.18 3,388.14 4,060.81
5 6,982 104,414.52 105,311.70 106,363.58 3,627.90 4,525.08 5,576.96
6 8,570 105,227.17 106,487.87 108,026.25 4,532.20 5,792.90 7,331.28
7 10,259 106,020.07 107,709.30 109,855.36 5,425.10 7,114.33 9,260.39
8 12,032 106,792.41 108,977.01 111,867.56 6,297.44 8,482.04 11,372.59
9 13,893 107,543.47 110,292.32 114,081.33 7,148.50 9,897.35 13,686.36
10 15,848 108,273.51 111,657.35 116,518.04 7,978.54 11,362.38 16,223.07
15 27,189 111,671.50 119,373.09 133,034.87 11,664.33 19,365.92 33,027.10
20 41,663 114,742.92 128,941.04 160,871.61 14,742.92 28,941.04 60,251.54
25 60,136 117,502.83 140,863.21 241,263.54 17,502.83 40,863.21 104,897.19
30 83,713 119,167.09 154,801.08 350,722.20 19,167.09 54,801.08 176,242.31
35 113,804 119,374.10 170,789.79 504,341.84 19,374.10 70,789.79 289,851.63
40 152,208 117,246.36 188,269.11 718,329.37 17,246.36 88,269.11 469,496.32
45 201,222 110,476.82 204,845.46 1,032,980.62 10,476.82 104,845.46 748,536.68
50 263,778 0 215,528.01 1,480,331.16 0 115,528.01 1,174,866.00
</TABLE>

<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
----------- --------------------------------------------
0% 6% 12%
------- ------- -------
<S> <C> <C> <C>
1 $ 927.64 $ 989.14 $ 1,050.79
2 1,833.19 2,013.76 2,201.89
3 2,716.81 3,075.38 3,463.83
4 3,577.80 4,174.76 4,847.43
5 4,414.52 5,311.70 6,363.58
6 5,227.17 6,487.87 8,026.25
7 6,020.07 7,709.30 9,855.36
8 6,792.41 8,977.01 11,867.56
9 7,543.47 10,292.32 14,081.33
10 8,273.51 11,657.35 16,518.04
15 11,671.50 19,373.09 33,034.87
</TABLE>

For Policy Years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.

49
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount,
Death Benefit Option 2
$1,200 Annual Premium
Using Guaranteed Schedule Of Charges

<TABLE>
<CAPTION>
Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest --------------------------- ---------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
- ------ -------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,880.79 $100,940.68 $101,000.72 $ 147.33 $ 207.22 $ 267.26
2 2,583 101,738.37 101,912.41 102,093.84 956.91 1,130.95 1,312.38
3 3,972 102,571.21 102,914.57 103,286.77 1,784.59 2,127.95 2,500.15
4 5,431 103,378.64 103,947.34 104,588.53 2,592.02 3,160.72 3,801.91
5 6,982 104,159.05 105,009.95 106,008.05 3,372.43 4,223.33 5,221.43
6 8,570 104,911.93 106,102.70 107,556.29 4,216.96 5,407.73 6,861.32
7 10,259 105,634.75 107,223.80 109,243.22 5,039.78 6,628.83 8,648.25
8 12,032 106,328.01 108,374.48 111,083.07 5,833.04 7,879.51 10,588.10
9 13,893 106,992.18 109,555.99 113,091.33 6,597.21 9,161.02 12,696.36
10 15,848 107,627.73 110,769.66 115,285.10 7,332.76 10,474.69 14,990.13
15 27,189 110,349.26 117,324.01 129,718.80 10,342.09 17,316.84 29,711.63
20 41,663 112,149.16 124,594.33 152,228.40 12,149.16 24,594.33 52,228.40
25 60,136 112,772.07 132,362.95 200,796.05 12,772.07 32,362.95 87,302.63
30 83,713 111,824.60 140,208.36 280,404.73 11,824.60 40,208.36 140,906.90
35 113,804 107,902.12 146,380.82 383,778.02 7,902.12 46,380.82 220,562.08
40 152,208 0 148,311.82 515,899.20 0 48,311.82 337,189.02
45 201,222 0 138,686.50 689,863.86 0 38,686.50 499,901.35
50 263,778 0 105,848.02 907,771.28 0 5,848.02 720,453.40
</TABLE>

<TABLE>
<CAPTION>
End Of Account Value Assuming Hypothetical Gross
Policy Year Annual Investment Return of
----------- --------------------------------------------
0% 6% 12%
------- ------- -------
<S> <C> <C> <C>
1 $ 880.79 $ 940.68 $ 1,000.72
2 1,138.37 1,912.41 2,093.84
3 2,571.21 2,914.57 3,286.77
4 3,378.64 3,947.34 4,588.53
5 4,159.05 5,009.95 6,008.05
6 4,911.93 6,102.70 7,556.29
7 5,634.75 7,223.80 9,243.22
8 6,328.01 8,374.48 11,083.07
9 6,992.18 9,555.99 13,091.33
10 7,627.73 10,769.66 15,285.10
15 10,349.26 17,324.01 29,718.80
</TABLE>

For Policy Years following Policy Year 15, Account Value equals Cash Surrender
Value assuming no increase in Selected Face Amount.

50
<PAGE>

PROSPECTUS

DATED MAY 1, 1995

MML SERIES INVESTMENT FUND
1295 STATE STREET
SPRINGFIELD, MASSACHUSETTS
(413) 788-8411

MML Series Investment Fund (the "MML Trust") is a no-load, diversified, open-end
management investment company having four separate series of shares (the
"Funds"), each of which has different investment objectives and is designed to
meet different investment needs.

THE FUNDS

MML EQUITY FUND - The investment objectives are primarily to achieve a superior
total rate of return over an extended period of time from both capital
appreciation and current income and secondarily, depending upon business and
economic conditions, to preserve capital. The Fund invests primarily in
equity-type securities.

MML MONEY MARKET FUND - The investment objectives are to achieve high current
income, the preservation of capital, and liquidity. The Fund invests in
short-term debt instruments, including commercial paper, certificates of
deposit, bankers' acceptances, and obligations of the United States, its
agencies and instrumentalities. AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

MML MANAGED BOND FUND - The investment objective is to achieve as high a total
rate of return on an annual basis as is considered consistent with the
preservation of capital. The Fund invests primarily in investment grade,
publicly-traded, fixed income securities.

MML BLEND FUND - The investment objective is to achieve as high a level of total
rate of return over an extended period of time as is considered consistent with
prudent investment risk and the preservation of capital. The Fund invests in a
portfolio of common stocks and other equity-type securities, bonds and other
debt securities with maturities generally exceeding one year, and money market
instruments and other debt securities with maturities not exceeding one year.

For further information about each Fund's investment objectives and policies,
see "THE FUNDS" on page 8. There is no assurance that the investment objectives
of the Funds will be realized.

This Prospectus sets forth concisely the information about MML Trust and the
Funds that a prospective investor ought to know before investing. Certain
additional information about MML Trust and the Funds is contained in a Statement
of Additional Information dated May 1, 1995, which has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. This
additional information is available upon request and without charge. To obtain
such information, please contact the Secretary, MML Series Investment Fund, 1295
State Street, Springfield, Massachusetts 01111.

This Prospectus should be retained for future reference for information about
MML Trust and the Funds.

_________________________________

<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
<S> <C>
FINANCIAL HIGHLIGHTS..................................................... 2
MANAGEMENT DISCUSSION.................................................... 5
GENERAL INFORMATION...................................................... 8
THE FUNDS................................................................ 8
INVESTMENT PRACTICES OF THE FUNDS AND RELATED RISKS...................... 10
INVESTMENT RESTRICTIONS.................................................. 13
INVESTMENT MANAGERS...................................................... 13
CAPITAL SHARES........................................................... 14
NET ASSET VALUE.......................................................... 15
SALE AND REDEMPTION OF SHARES............................................ 15
TAX STATUS............................................................... 15
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS................................ 16
INVESTMENT PERFORMANCE................................................... 16
MANAGEMENT OF MML TRUST.................................................. 16
</TABLE>

I. FINANCIAL HIGHLIGHTS

The information in the following tables has been audited by Coopers & Lybrand
L.L.P., independent accountants, whose report on the financial statements of the
Funds is included in MML Trust's Annual Report and in its Statement of
Additional Information. Further information about the performance of the Funds
is contained in the Annual Report which may be obtained from MML Trust's
Secretary without charge.

MML EQUITY FUND

Selected per share data for each series share outstanding throughout each year
ended December 31:

<TABLE>
<CAPTION>
1994 1993* 1992 1991 1990 1989 1988 1987 1986 1985
---- ----- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value:
Beginning of year.............. $20.510 $19.862 $18.735 $15.659 $16.764 $14.929 $13.828 $15.591 $13.832 $11.749
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income from investment
operations:
Net investment income........... .594 .524 .543 .563 .636 .694 .646 .525 .495 .551
Net realized and
unrealized gain (loss)
on investments................. .248 1.365 1.420 3.440 (.722) 2.746 1.660 (.066) 2.174 2.792
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total from investment
operations..................... .842 1.889 1.963 4.003 (.086) 3.440 2.306 .459 2.669 3.343
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less distributions:
Dividends from net
investment income.............. (.594) (.524) (.543) (.562) (.665) (.711) (.639) (.988) (.412) (.738)
Distribution from net
realized gains................. (.238) (.717) (.288) (.365) (.354) (.894) (.566) (1.234) (.498) (.522)
Distribution in excess of
net realized gains............. - - (.005) - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions............. (.832) (1.241) (.836) (.927) (1.019) (1.605) (1.205) (2.222) (.910) (1.260)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value:
End of year.................... $20.520 $20.510 $19.862 $18.735 $15.659 $16.764 $14.929 $13.828 $15.591 $13.832
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total return.................... 4.10% 9.52% 10.48% 25.56% (.51)% 23.04% 16.68% 2.10% 20.15% 30.54%
Net assets (in millions):
End of year.................... $ 820.8 $ 663.1 $ 490.6 $ 355.0 $ 235.4 $ 226.4 $ 172.8 $ 150.4 $ 141.5 $ 104.7
Ratio of expenses to
average net assets............. .43% .44% .46% .48% .49% .50% .50% .51% .52% .55%
Ratio of net investment
income to average net assets... 3.04% 3.23% 3.09% 3.43% 4.09% 4.30% 4.05% 3.44% 3.54% 4.49%
Portfolio turnover rate......... 9.99% 11.28% 9.07% 9.37% 13.50% 15.71% 15.97% 15.73% 14.73% 20.83%
</TABLE>

*As of January 1, 1993, Concert Capital Management, Inc. became the Investment
Sub-Adviser. See Investment Managers, page 13 for further information.

2
<PAGE>

MML MONEY MARKET FUND

Selected per share data for each series share outstanding throughout each year
ended December 31:

<TABLE>
<CAPTION>
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value:
Beginning of year.................. $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment operations:
Net investment income............... .038 .027 .034 .059 .078 .088 .072 .063 .064 .078
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment operations.... .038 .027 .034 .059 .078 .088 .072 .063 .064 .078
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
Dividends from net
investment income.................. (.038) (.027) (.034) (.059) (.078) (.088) (.072) (.063) (.064) (.078)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions................. (.038) (.027) (.034) (.059) (.078) (.088) (.072) (.063) (.064) (.078)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value:
End of year........................ $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total return........................ 3.84% 2.75% 3.48% 6.01% 8.12% 9.16% 7.39% 6.49% 6.60% 8.03%
Net assets (in millions):
End of year........................ $ 91.8 $ 73.7 $ 84.6 $ 94.4 $114.6 $ 70.2 $ 66.4 $ 52.3 $ 33.5 $ 36.4
Ratio of expenses to
average net assets................. .55% .54% .53% .52% .54% .54% .55% .57% .57% .59%
Ratio of net investment
income to average net assets....... 3.81% 2.71% 3.42% 5.91% 7.80% 8.79% 7.20% 6.35% 6.44% 7.76%
</TABLE>

MML MANAGED BOND FUND

Selected per share data for each series share outstanding throughout each year
ended December 31:

<TABLE>
<CAPTION>
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value:
Beginning of year................ $12.405 $12.041 $12.219 $11.318 $11.354 $10.919 $11.052 $12.541 $11.978 $11.160
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income from investment operations:
Net investment income............. .792 .785 .870 .903 .943 .918 .906 .969 1.061 1.227
Net realized and unrealized gain
(loss) on investments and forward
commitments..................... (1.264) .618 .001 .916 (.036) .454 (.133) (.673) .597 .851
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total from investment operations.. (.472) 1.403 .871 1.819 .907 1.372 .773 .296 1.658 2.078
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Less distributions:
Dividends from net
investment income................ (.792) (.784) (.869) (.902) (.943) (.918) (.906) (1.229) (1.095) (1.260)
Distribution from net realized
gains............................ - (.255) (.158) (.016) - (.019) - (.556) - -
Distribution in excess
of net realized gains............ - - (.022) - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions............... (.792) (1.039) (1.049) (.918) (.943) (.937) (.906) (1.785) (1.095) (1.260)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value:
End of year...................... $11.141 $12.405 $12.041 $12.219 $11.318 $11.354 $10.919 $11.052 $12.541 $11.978
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Total return...................... (3.76%) 11.81% 7.31% 16.66% 8.38% 12.83% 7.13% 2.60% 14.46% 19.94%
Net assets (in millions):
End of year...................... $ 121.2 $ 129.1 $ 88.2 $ 67.0 $ 43.1 $ 40.0 $ 31.3 $ 26.2 $ 30.4 $ 24.7
Ratio of expenses to
average net assets............... .52% .54% .56% .57% .57% .59% .61% .60% .60% .62%*
Ratio of net investment
income to average net assets..... 6.69% 6.37% 7.28% 7.96% 8.40% 8.35% 8.25% 8.24% 8.87% 10.73%*
Portfolio turnover rate........... 32.77% 58.81% 39.51% 61.85% 69.93% 64.77% 74.92% 55.60% 203.76% 154.48%
</TABLE>

*Computed after giving effect to the expense reduction in management fee by
MassMutual. Without this reduction, (a) the ratio of expenses to average net
assets would have been .65% for the year ended December 31, 1985, and (b) the
ratio of net investment income to average net assets would have been 10.70% for
the year ended December 31, 1985.

3
<PAGE>

MML BLEND FUND

Selected per share data for each series share outstanding throughout each year
ended December 31:

<TABLE>
<CAPTION>
1994 1993* 1992 1991 1990 1989 1988 1987 1986 1985
-------- -------- -------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value:
Beginning of year............ $ 18.305 $ 17.846 $ 17.307 $14.839 $15.428 $13.876 $13.095 $13.774 $12.244 $10.392
-------- -------- -------- ------- ------- ------- ------- ------- ------- -------
Income from investment
operations:
Net investment income......... .707 .655 .707 .736 .792 .823 .734 .624 .540 .608
Net realized and
unrealized gain (loss)
on investments and
forward commitments.......... (.271) 1.057 .880 2.771 (.445) 1.921 1.000 (.148) 1.653 1.887
-------- -------- -------- ------- ------- ------- ------- ------- ------- -------
Total from investment
operations................... .436 1.712 1.587 3.507 .347 2.744 1.734 .476 2.193 2.495
-------- -------- -------- ------- ------- ------- ------- ------- ------- -------
Less distributions:
Dividends from net
investment income............ (.707) (.655) (.707) (.736) (.811) (.835) (.728) (.747) (.560) (.613)
Distribution from net
realized gains............... (.359) (.598) (.326) (.303) (.125) (.357) (.225) (.408) (.103) (.030)
Distribution in excess of
net realized gains........... (.003) - (.015) - - - - - - -
-------- -------- -------- ------- ------- ------- ------- ------- ------- -------
Total distributions........... (1.069) (1.253) (1.048) (1.039) (.936) (1.192) (.953) (1.155) (.663) (.643)
-------- -------- -------- ------- ------- ------- ------- ------- ------- -------
Net asset value:
End of year.................. $ 17.672 $ 18.305 $ 17.846 $17.307 $14.839 $15.428 $13.876 $13.095 $13.774 $12.244
======== ======== ======== ======= ======= ======= ======= ======= ======= =======
Total return.................. 2.48% 9.70% 9.36% 24.00% 2.37% 19.96% 13.40% 3.12% 18.30% 24.88%

Net assets (in millions):
End of year.................. $1,444.3 $1,296.5 $1,013.3 $ 797.0 $ 574.2 $ 524.3 $ 401.2 $ 346.1 $ 236.2 $ 91.6
Ratio of expenses to
average net assets........... .39% .40% .41% .42% .44% .45% .46% .48% .51% .57%
Ratio of net investment
income to average net assets. 3.93% 3.60% 4.07% 4.54% 5.37% 5.57% 5.29% 4.77% 4.81% 6.29%
Portfolio turnover rate....... 26.59% 20.20% 25.43% 26.92% 24.55% 22.39% 25.70% 36.56% 58.75% 31.06%
</TABLE>

*As of January 1, 1993, Concert Capital Management, Inc. became the Investment
Sub-Adviser. See Investment Managers page 13 for further information.

Total return information shown in the Financial Highlights tables does not
reflect expenses that apply at the separate account level or to related
insurance products. Inclusion of these charges would reduce the total return
figures for all periods shown.

4
<PAGE>

II. MANAGEMENT DISCUSSION

A. ECONOMIC AND INVESTMENT ENVIRONMENT

The U.S. economy turned in a strong economic performance during 1994 with real
Gross Domestic Product growth in the 3.5 to 4 percent range. The force behind
the expansion continued to be the consumer, whose confidence rose early during
the year and remained high throughout the period. This performance is
especially impressive given that the growth occurred against a background of
sharply rising interest rates and a Federal Reserve Board (``Fed'') determined
to keep the economy from overheating. The Fed moved strongly during 1994,
raising the discount rate 3 times and the Fed funds' target 6 times. Reflecting
this tightening, yields on three month Treasury bills climbed more than 2.5
percent during the year.

One of the most notable economic statistics for 1994 was the growth in nonfarm
payrolls. Approximately $3.5 million new additions were made to nonfarm
payrolls throughout the year. This figure clearly benefited the consumer
causing personal incomes to rise at a pace around 6 percent. Another strong
point for the U.S. economy last year was the price picture which remained calm
as the Consumer Price Index moved up at roughly a 2.7 percent pace. Housing
starts remained high during 1994, despite an almost 2 percent increase in
mortgage rates. Other bright spots last year included business investment, auto
and truck sales, consumer durables and productivity in the manufacturing sector.

A notable drag on the economy was the performance of the trade deficit which
widened during the year. Our strong economy, combined with slower than expected
recoveries in other parts of the world, caused our net imports to rise. Another
drag on the economy, as noted above, was the 1994 performance of interest rates.
Three month Treasury bills climbed by more than 2.5 percent, while 30 year
Treasury bonds rose by more than 1.5 percent. Price increases were also evident
last year with base commodities climbing at double digit rates. Another concern
with regard to pricing is the level of capacity utilization (a measure of
producer output), which is at levels where price increases have historically
developed.

B. INVESTMENT OUTLOOK

In response to the Fed's tightening, interest rates moved significantly higher
during 1994, resulting in poorly performing bond markets. As an example, the
total return of the Lehman Government/Corporate index was a negative 3.5 percent
for 1994. Despite increasing corporate profits, the stock markets were hampered
by the sharp increase in rates. As a result, the 1994 total return for the
Standard & Poor's 500 index was only 1.3 percent.

During the first quarter of 1995, the bond market will likely be impacted by the
actions of the Federal Reserve. It seems reasonable to assume that the Fed will
continue to increase rates in early-mid 1995. This should cause economic growth
to moderate over the second half, which would be more beneficial to bonds. The
stock market will take its cue from the interaction of interest rate moves and
corporate profits.

C. MML EQUITY

The Standard & Poor's 500 Stock Index closed out 1994 with the third consecutive
year of very low volatility. However, the narrow trading range for the S & P
500 masked considerable volatility within the market. This internal volatility,
although possibly detrimental to investment performance, is not totally
unwelcome because it creates opportunities for value-oriented investors.

In the second half of 1994, we repurchased two portfolio companies previously
sold a few years ago, and implemented three new equity positions. In an effort
to increase the portfolio's exposure to the health care area, Schering-Plough, a
pharmaceutical and personal care products company, was repurchased after being
sold in 1990. Roadway Services, a diversified transportation company, was
repurchased at an attractive price after being sold off in 1992 at a substantial
gain. New companies to the portfolio included Honeywell, a leading factor in
commercial avionic systems and industrial process controls, Kerr-McGee, a medium
sized integrated energy company, and Pepsico, the leading producer of salty
snacks in the U. S. and the number two producer of soft drink concentrates in
the world.

5
<PAGE>

Three stocks were eliminated from the portfolio during the period. Gerber
Products was sold at a substantial gain subsequent to a tender offer; Crane
Company, a relatively small holding in the fund, was sold at a more modest
profit, and Lehman Brothers Holdings was sold. Fourteen positions were reduced
in size during the fourth quarter, while 16 were increased through additional
purchases. For the full year, eleven new stocks were added to the portfolio
while ten were eliminated.

EQUITY FUND

[EQUITY FUND GRAPH APPEARS HERE]

<TABLE>

<TABLE>
<CAPTION>
MML Equity S&P 500
<S> <C> <C>
1/1/85 10,000 10,000
1985 13,049 13,177
1986 15,678 15,639
1987 16,007 16,460
1988 18,677 19,192
1989 22,981 25,278
1990 22,863 24,476
1991 28,707 31,934
1992 31,715 34,367
1993 34,733 37,828
1994 36,159 38,324
</TABLE>

D. MML MONEY MARKET

The Fed aggressively tightened monetary policy throughout 1994 as it strived to
maintain economic expansion at a sustainable pace. During 1994 the Fed raised
the Federal funds target rate on six occasions between February and November for
an increase of 250 basis points to 5.50 percent. Additionally, the Fed
increased the discount rate three times for a total of 175 basis points to 4.75
percent.

As anticipation of the Fed's actions continued to convey uncertainty to the
market, the portfolio's average life fluctuated in the range of 32 to 52 days.
The Fund ended the year with an average life of 36 days as the portfolio was
continually monitored and adjusted to optimize return. Appropriately, given the
higher interest rate environment, the portfolio's seven-day yield increased
nearly 240 basis points to end the year at 5.31 percent.

MONEY MARKET FUND

[MONEY MARKET FUND GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
MML Money Lipper Taxable
Market Money Mkt.
<S> <C> <C>
1 Yr 3.84% 3.65%
5 Yr 4.82% 4.59%
10 Yr 6.17% 5.89%
</TABLE>

E. MML MANAGED BOND

This past calendar year was one of the worst in the bond market's history.
Negative returns were posted across almost the entire maturity spectrum and
across almost all market sectors. Only short maturities posted positive returns
for the year. Short-term rates responded dramatically to the Fed's actions as
they increased between 261 and 350 basis points. Intermediate-term Treasuries
rose approximately 250 basis points. The long-end of the market, thirty-year
bonds, reacted modestly in comparison by rising only 153 basis points. The
Treasury yield curve flattened dramatically during the year as short-term
interest rates rose more than long rates. The bulk of the flattening of the
curve occurred beyond the two year area.

The Managed Bond Fund has remained relatively consistent in its sector
allocations over the course of the year. Early in the first quarter, we
increased our position in the corporate sector, however by year-end we moved
this position back slightly. The reduction in our corporate holdings was made as
spreads declined to historically low levels. During the later part of the third
quarter and the first part of the fourth quarter, additional purchases of
asset-backed securities were made. Our mortgage position, however, was
relatively unchanged over the year. The remaining holdings are invested in
Treasuries, U.S. government agencies, and money market instruments.

6
<PAGE>

MANAGED BOND FUND

[MANAGED BOND FUND GRAPH APPEARS HERE]

<TABLE>

<S> <C>
1 Yr -3.76%
5 Yr 7.86%
10 Yr 9.53%

</TABLE>

MML Managed Lehman Brothers
Bond G/C Bond
<S> <C> <C>
1/1/85 10,000 10,000
1985 11,994 12,134
1986 13,729 14,022
1987 14,086 14,346
1988 15,090 15,431
1989 17,026 17,631
1990 18,452 19,091
1991 21,526 22,170
1992 23,099 23,848
1993 25,827 26,486
1994 24,855 25,556

</TABLE>

F. MML BLEND

The Blend Fund combines the profiles of the MML Equity, Bond, and Money Market
Funds into a single portfolio. The specific allocation of stocks, bonds, and
money market issues is based upon the interrelation of current economic and
financial conditions and the values available in the stock and bond markets. As
these relationships change, the exposure to each capital market is gradually
adjusted within the designated ranges. On December 31, 1994, 53 percent of the
Fund was invested in common stocks, 19 percent in marketable bonds, and 28
percent in short-term securities.

BLEND FUND

[BLEND FUND GRAPH APPEARS HERE]

<TABLE>

<S> <C>
1 Yr 2.48%
5 Yr 9.31%
10 Yr 12.46%

</TABLE>

Lipper
MML Blend Balanced
<S> <C> <C>
1/1/85 10,000 10,000
1985 12,488 12,983
1986 14,774 15,376
1987 15,234 16,010
1988 17,276 17,800
1989 20,725 21,306
1990 21,216 21,446
1991 26,309 26,985
1992 28,772 28,942
1993 31,561 32,329
1994 32,343 31,523

</TABLE>

7
<PAGE>

III. GENERAL INFORMATION

MML Trust is a no-load, diversified, open-end management investment company,
objectives and policies. MML Trust was organized as a business trust under the
laws of The Commonwealth of Massachusetts pursuant to an Agreement and
Declaration of Trust dated December 19, 1984, as most recently amended on or
about April 16, 1993. MML Trust was established by Massachusetts Mutual Life
Insurance Company ("MassMutual") for the purpose of providing a vehicle for the
investment of assets of various separate investment accounts established by
MassMutual and its life insurance company subsidiaries, including MML Bay State
Life Insurance Company ("MML Bay State").

Shares of the Funds are offered solely to separate investment accounts
established by MassMutual and any life insurance company subsidiary.

MassMutual is responsible for providing all investment advisory, management, and
administrative services needed by the Funds pursuant to investment management
agreements. MassMutual has entered into investment sub-advisory agreements with
Concert Capital Management, Inc. ("Concert"), a second tier, wholly-owned
subsidiary of MassMutual. These agreements provide that Concert will manage the
equity investments of MML Equity Fund ("MML Equity") and the Equity Sector (the
"Equity Sector") of MML Blend Fund ("MML Blend"). Both MassMutual and Concert
are registered with the Securities and Exchange Commission (the "SEC") as
investment advisers (MassMutual and Concert referred to hereafter as
"Advisers"). For further information, see "Investment Managers" p.13.

IV. THE FUNDS

The investment objectives of each Fund discussed below are fundamental policies
and may not be changed without the vote of a majority of that Fund's outstanding
voting shares (as used in this Prospectus, a majority of the outstanding voting
shares of any Fund means the lesser of (1) 67% of that Fund's outstanding shares
present at a meeting of the shareholders if more than 50% of the outstanding
shares are present in person or by proxy, or (2) more than 50% of that Fund's
outstanding shares). There is no assurance that the investment objectives of the
Funds will be realized. The success of these objectives depends to a great
extent upon managements' ability to assess changes in business and economic
conditions. For further information about investment policies and techniques,
see "Investment Practices of the Fund and Related Risks," at page 10.

A. MML EQUITY FUND

THE PRIMARY INVESTMENT OBJECTIVE OF MML EQUITY FUND ("MML EQUITY") IS TO
ACHIEVE A SUPERIOR TOTAL RATE OF RETURN OVER AN EXTENDED PERIOD OF TIME FROM
BOTH CAPITAL APPRECIATION AND CURRENT INCOME.

A secondary investment objective is the preservation of capital when business
and economic conditions indicate that investing for defensive purposes is
appropriate. Occasional investments may be made with the objective of short-term
appreciation when in the judgment of Concert general economic conditions dictate
that they may benefit MML Equity and are consistent with sound investment
procedure.

Normally, the assets of MML Equity will be invested primarily in common stocks
and other equity-type securities such as preferred stocks, securities
convertible into common stocks and warrants. Investments are made in securities
of companies which, in the opinion of Concert Capital, are of high quality,
offer above-average dividend growth potential and are attractively valued in the
marketplace. Investment quality and dividend growth potential are evaluated
using fundamental analysis emphasizing each issuer's historical financial
performance, balance sheet strength, management capability and competitive
position. Various valuation parameters are examined to determine the
attractiveness of individual securities. On average, the Fund's portfolio
securities will have price/earnings ratios and price/book value ratios below
those of the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500
Stock Index"). Consideration is also given to securities of companies whose
current prices do not adequately reflect, in the opinion of Concert Capital, the
ongoing business value of the enterprise. These investments may be maintained in
both rising and declining markets. Concert intends to engage in the active
management of MML Equity's portfolio. The portfolio of the Fund is managed by
David B. Salerno, Managing Director of the Value Equity Group of Concert
Capital. He has been associated with MassMutual since 1975 and with Concert
Capital since January 1, 1993.

B. MML MONEY MARKET FUND

THE INVESTMENT OBJECTIVES OF MML MONEY MARKET FUND ("MML MONEY MARKET") ARE TO
ACHIEVE HIGH CURRENT INCOME, THE PRESERVATION OF CAPITAL, AND LIQUIDITY. THESE
OBJECTIVES ARE OF EQUAL IMPORTANCE.

MML Money Market will invest only in short-term (i.e., 397 days or less
remaining to maturity) debt instruments, including but not limited to commercial
paper; certificates of deposit; bankers' acceptances; short-term corporate
obligations; obligations issued, sponsored, assumed or guaranteed as to
principal and interest by the government of the United States, its agencies or
instrumentalities ("U.S. Government securities"); and certain repurchase
agreements with respect to any of the securities listed above (which underlying
securities must be of the highest quality at the time the repurchase agreement
is entered into but which securities may have maturities of more than one year).
MML Money Market's dollar-weighted average portfolio maturity will be maintained
at 90 days or less.

MML Money Market's non-fundamental investment policy is that, at the time it
acquires a security, it will invest 100% of its net assets in Tier 1 Securities,
but it retains the right to invest no more than 5% of its net assets in Tier 2
Securities. A Tier 1 Security is one that is rated in the highest rating
category by at least one nationally recognized statistical rating organization
("NRSRO") such as Standard & Poor's Corporation ("S&P") or Moody's Investors
Service, Inc. ("Moody's"). MML Money Market will invest no more than 5% of its
total assets in Tier 2 Securities. A Tier 2 Security is one that is rated in the
second highest rating category by at least one NRSRO. Securities which are
unrated may also qualify as

8
<PAGE>

Tier 1 and Tier 2 Securities if so determined by the Board of Trustees of MML
Trust (the "Board of Trustees"). For a description of S&P and Moody's ratings,
see the Statement of Additional Information.

Certificates of deposit and bankers' acceptances will be limited to obligations
of banks having deposits of at least $1,000,000,000 as of their most recently
published financial statements. The obligations of U.S. banks in which MML Money
Market may invest include Eurodollar obligations of their foreign branches. In
the case of foreign banks, the $1,000,000,000 deposit requirement will be
computed using exchange rates in effect at the time of their most recently
published financial statements.

Obligations of foreign issuers, including foreign branches of U.S. banks, will
not be acquired if MML Money Market's investment in such obligations would
exceed in the aggregate 25% of its net assets. Foreign obligations may be
affected by foreign governmental action, including imposition of currency
controls, interest limitations, withholding taxes, seizure of assets or the
declaration of a moratorium or restriction on payments of principal or interest.
Foreign branches of U.S. banks and foreign banks may provide less public
information than, and may not be subject to the same accounting, auditing and
financial record-keeping standards, as domestic banks.

MML Money Market will make portfolio investments primarily in anticipation of or
in response to changing economic and money market conditions and trends. Trading
activity is expected to be relatively low. However, it is anticipated that from
time to time, MML Money Market will take advantage of temporary disparities in
the yield relationships among the different segments of the money market or
among particular instruments within the same segment of the market to make
purchases and sales when MassMutual deems that such transactions will improve
the yield or the quality of the portfolio.

The high quality debt instruments in which MML Money Market invests may not
offer as high a yield as may be achieved from lower quality instruments having
less safety. While MML Money Market invests exclusively in First and Second Tier
Securities, investment in MML Money Market is not without risk. If MML Money
Market disposes of an obligation prior to maturity, it may realize a loss or
gain. An increase in interest rates will generally reduce the value of portfolio
investments. In addition, investments are subject to the ability of the issuer
to make payment at maturity. MML Money Market will reassess whether a particular
security presents minimal credit risks in certain circumstances. For example, if
a security ceases to be a Second Tier Security, MML Money Market would dispose
of any such security as soon as practical.

C. MML MANAGED BOND FUND

THE INVESTMENT OBJECTIVE OF MML MANAGED BOND FUND ("MML MANAGED BOND") IS TO
ACHIEVE AS HIGH A TOTAL RATE OF RETURN ON AN ANNUAL BASIS AS IS CONSIDERED
CONSISTENT WITH THE PRESERVATION OF CAPITAL.

Normally, the assets of MML Managed Bond will be invested primarily in
investment grade, publicly-traded, fixed income securities of such maturities as
MassMutual deems appropriate from time to time in light of market conditions and
prospects. Except when invested for defensive purposes, at least 80% of total
invested assets at market value at the time of a purchase will consist of U.S.
Government securities and investment grade quality debt securities which have
been rated in the top four rating categories by S&P (AAA, AA, A or BBB) or
Moody's (Aaa, Aa, A or Baa) or, if unrated, which are judged by MassMutual to be
of equivalent quality to securities so rated. While debt securities rated BBB or
Baa are investment grade securities, they have speculative characteristics and
are subject to greater credit risk, and may be subject to greater market risk,
than higher-rated investment grade securities.

The remaining 20% of MML Managed Bond's total invested assets may be invested in
lower quality debt instruments and preferred stocks. Lower quality debt
instruments generally provide higher yields but are generally subject to greater
market fluctuations and risk of loss of income and principal than higher quality
debt securities. MassMutual seeks to reduce these risks through diversification,
credit analysis and attention to current developments and trends in both the
economy and the financial markets. During 1994, no debt securities were acquired
by MML Managed Bond which were not rated at least BBB/-/ by S&P or Baa/3/ by
Moody's.

In implementing the policies set forth in the preceding two paragraphs, MML
Managed Bond may also invest in the following:

(1) obligations (payable in U.S. dollars) issued or guaranteed as to principal
and interest by the Government of Canada, a Province of Canada, or any
instrumentality or political subdivision thereof, provided that no such
investment will be made if it would result in more than 25% of MML Managed
Bond's net assets being invested in such securities;

(2) publicly-traded debt securities issued or guaranteed by a national or state
bank holding company (as defined in the Federal Bank Holding Company Act, as
amended) having a rating within the three highest grades as determined by
Moody's (Aaa, Aa, or A) or S&P (AAA, AA, or A), and certificates of deposit of
such banks; and

(3) securities of foreign issuers, provided however, MML Managed Bond may invest
not more than 10% of its net assets in such securities, except as provided in
(1) above.

If MML Managed Bond disposes of an obligation prior to maturity, it may realize
a loss or a gain. An increase in interest rates will generally reduce the value
of portfolio investments, and a decline in interest rates will generally
increase the value of portfolio investments. In addition, investments are
subject to the ability of the issuer to make payment at maturity.

Normally, the Fund's duration will range from four to seven years. Portfolio
changes will be accomplished primarily through the reinvestment of cash flows
and selective trading.

The portfolio of the Fund is managed by Mary E. Wilson, Vice President and
Managing Director of MassMutual, with which she has been associated since 1982.
As such, she oversees all public fixed income trading for MassMutual and its
related subsidiaries and affiliates.

9
<PAGE>

D. MML BLEND FUND

THE INVESTMENT OBJECTIVE OF MML BLEND FUND ("BLEND") IS TO ACHIEVE AS HIGH
A LEVEL OF TOTAL RATE OF RETURN OVER AN EXTENDED PERIOD OF TIME AS IS CONSIDERED
CONSISTENT WITH PRUDENT INVESTMENT RISK AND THE PRESERVATION OF CAPITAL.

The Advisers will adjust the mix of investments among its three market sectors
to capitalize on perceived variations in return potential produced by the
interaction of changing financial market and economic conditions. The Advisers
expects that such adjustments will normally be made in a gradual manner over a
period of time. No investment will be made that would result in more than 90% of
MML Blend's net assets being invested in the Equity Sector or in more than 50%
of MML Blend's net assets being invested in the Bond Sector. Up to 100% of MML
Blend's net assets may be invested in the Money Market Sector. No minimum
percentage has been established for any of the sectors.

In addition to MML Blend's investment objective, each of its market sectors has
a specific investment objective. Within the Equity Sector, MML Blend will
attempt to achieve a superior total rate of return over an extended period of
time from both capital appreciation and current income. Within the Bond Sector,
MML Blend will attempt to achieve as high a total rate of return on an annual
basis as is considered consistent with the preservation of capital. Within the
Money Market Sector, MML Blend will attempt to achieve high current income, the
preservation of capital, and liquidity. The portfolio of the Fund is managed by
committee.

In seeking a high rate of return from dividends, interest income and capital
appreciation as well as in seeking to preserve capital, Advisers intend to
engage in the active management of MML Blend's portfolio. (See "Portfolio
Management" on page 12).

The portfolio of MML Blend will be invested in the following three market
sectors:

1. EQUITY SECTOR

The Equity Sector generally invests in equity-type securities in a substantially
similar manner as described in the discussion of MML Equity Fund on page 8.

2. BOND SECTOR

The Bond Sector generally invests in the types of bonds and other debt
securities described in the discussion of MML Managed Bond on page 9 with
maturities usually exceeding one year. The Bond Sector may also invest in debt
securities not described above, including lower quality securities and non-rated
securities acquired directly from issuers in direct placement transactions,
provided no such transaction shall cause such debt securities to exceed 10% of
MML Blend's total assets. Lower quality debt instruments generally provide
higher yields but are generally subject to greater market fluctuations and risk
of loss of income and principal than higher quality debt securities. During
1994, no debt securities were acquired by MML Blend which were not rated at
least BBB by S&P or Baa by Moody's.

3. MONEY MARKET SECTOR

The Money Market Sector invests in money market instruments and other debt
securities with maturities generally not exceeding one year, including:

(a) U.S. Treasury Bills and other U.S. Government securities;

(b) obligations (payable in U.S. dollars) issued or guaranteed as to principal
and interest by the Government of Canada, a Province of Canada, or any
instrumentality or political subdivision thereof, provided such obligations do
not exceed 25% of MML Blend Fund's total assets;

(c) obligations payable in U.S. dollars (including certificates of deposit, time
deposits or bankers' acceptances) of U.S. or Canadian chartered banks having
total deposits in excess of $1,000,000,000, U.S. branches of foreign banks where
said foreign banks have total deposits in excess of $1,000,000,000, U.S. savings
and loan associations having total deposits in excess of $1,000,000,000, and
Eurodollar certificates of deposit issued by foreign branches of U.S. banks
where said U.S. banks have total deposits in excess of $1,000,000,000;

Obligations of foreign banks and of foreign branches of U.S. banks may be
affected by foreign governmental action, including imposition of currency
controls, interest limitations, withholding taxes, seizure of assets or the
declaration of a moratorium or restriction on payments of principal or interest.
Foreign banks and foreign branches of U.S. banks may provide less public
information than, and may not be subject to the same accounting, auditing and
financial record-keeping standards as, domestic banks;

(d) commercial paper, including variable amount master notes, having a rating at
the time of purchase within the two highest grades as determined by Moody's (P-1
or P-2) or S&P (A-1 or A-2), or commercial paper or notes issued by companies
with an unsecured debt issue outstanding having a rating at the time of purchase
within the three highest grades as determined by Moody's (Aaa, Aa or A) or S&P
(AAA, AA or A) and U.S. dollar denominated foreign commercial paper;

(e) publicly-traded bonds, debentures and notes having a rating within the four
highest grades as determined by Moody's (Aaa, Aa, A or Baa) or S&P (AAA, AA, A
or BBB);

(f) repurchase agreements on any of the securities listed in paragraphs (a)
through (e) above, and

(g) securities of foreign issuers; provided, however, MML Blend may invest not
more than 10% of its net assets in such securities except as provided in (b) and
(c) above.

While debt securities rated BBB or Baa are investment grade securities, they
have speculative characteristics and are subject to greater credit risk, and may
be subject to greater market risk, than higher-rated investment grade
securities.

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<PAGE>

V. INVESTMENT PRACTICES
OF THE FUNDS AND
RELATED RISKS

In managing their portfolios of investments, the Funds, pursuant to policies
adopted by the Board of Trustees or where considered appropriate by Advisers,
may engage in various investment-related practices. The Funds' significant
investment practices, which are pursuant to non-fundamental policies and
therefore may be changed by the Board of Trustees without consent of
shareholders, regarding these investment transactions and practices are
discussed below. For further information see the Statement of Additional
Information.

A. DERIVATIVES TRANSACTIONS

Each Fund is authorized to engage in transactions involving derivatives, as more
fully described in the Statement of Additional Information. For example, the
Funds may enter into financial futures transactions, write and purchase call and
put options, including call options on securities and futures, enter into
forward contracts and swap agreements, and other similar instruments
(collectively referred to as "Derivatives").

The Funds may use Derivatives to attempt to: (a) protect against possible
declines in the market value of a Fund's portfolio resulting from downward
trends in the debt securities markets generally due to increasing interest
rates, (b) protect a Fund's unrealized gains or limit unrealized losses in the
value of its securities, (c) to establish a position in the debt securities
markets as a temporary substitute for purchasing or selling particular debt
securities, (d) to manage the effective maturity or duration of fixed-income
securities in a Fund's portfolio, or (e) to manage its exposure to changing
security prices (collectively, "Derivatives Transactions"). Most, if not all, of
the hedging activity will involve the portfolios of MML Managed Bond and the
Bond Sector of MML Blend as MML Trust has no present intent to enter into
derivatives transactions with regard to MML Money Market, MML Equity, or the
Equity or Money Market Sectors of MML Blend. The Funds will not use Derivatives
for speculative purposes.

1. DERIVATIVES

Some of the Derivatives a Fund may use in Derivatives Transactions are described
below.

a. FINANCIAL FUTURES: Each Fund may enter into exchange-traded futures contracts
for the purchase or sale of debt obligations in order to hedge against
anticipated changes in interest rates. The purpose of hedging in debt
obligations is to establish with more certainty than would otherwise be possible
the effective rate of return on portfolio securities. A futures contract on debt
obligations is a binding contractual commitment which, if held to maturity, will
result in an obligation to make or accept delivery, during a particular month,
of obligations having a standardized face value and rate of return. However,
positions taken in the futures markets are not normally held to maturity, but
are instead liquidated through offsetting transactions which may result in a
gain or a loss.

b. CALL AND PUT OPTIONS: Each Fund may write covered call options which are
traded on a national securities exchange with respect to securities in its
portfolio, provided that at all times it will have in its portfolio the
securities which it may be obligated to deliver if the option is exercised or
securities currently convertible into those securities. Each Fund may write call
options on securities in its portfolio in an attempt to realize a greater
current return than would be realized on the securities alone. The Fund may also
enter into "closing purchase transactions" in order to terminate its obligation
as a writer of a call option prior to the expiration of the option.

Each Fund may write covered put options. Put options are "covered" by a Fund,
for example, when it has established a segregated account of cash, short-term
money market instruments or high quality debt securities that can be liquidated
quickly to satisfy any obligation of the Fund to purchase the underlying
security. Each Fund may also write straddles (combinations of calls and puts on
the same underlying security). The writing of straddles generates additional
premium income but may present greater risk.

c. FORWARD CONTRACTS: Each Fund may purchase or sell securities on a "when
issued" or delayed delivery or on a forward commitment basis ("forward
contracts"). When such transactions are negotiated, the price is fixed at the
time of commitment, but delivery and payment for the securities can take place a
month or more after the commitment date. The securities so purchased or sold are
subject to market fluctuations, and no interest accrues to the purchaser during
this period. At the time of delivery, the securities may be worth more or less
than the purchase or sale price.

If a Fund enters into a forward contract, it will establish a segregated account
consisting of cash or high-grade obligations having a current market value equal
to or greater than the aggregate amount of that Fund's commitment under forward
contracts (that is, the purchase price of the underlying security on the
delivery date). While the Funds may also enter into forward contracts with the
initial intention of acquiring securities for its portfolio, they may dispose of
a commitment prior to settlement if Advisers deems it appropriate to do so. The
Funds may realize short-term gains or losses upon the sale of forward contracts.
As an alternative to maintaining all or part of the segregated account, a Fund
could buy call or put options to "cover" the forward contracts.

d. INTEREST RATE SWAP AGREEMENTS: Each Fund may enter into interest rate swap
agreements and related products, such as interest rate caps and floors, in an
attempt to preserve a return or spread on a particular investment or portion of
its portfolio, or, to protect against any increase in the price of securities a
Fund might consider purchasing at a later date. Interest rate swaps involve the
exchange by a Fund with another party of their respective commitments to pay or
receive interest, such as an exchange of floating rate payments for fixed rate
payments.

e. CURRENCY TRANSACTIONS: The Bond Fund and the Bond Sector of MML Blend may
invest in foreign securities that are not denominated in U.S. dollars only if
the Fund contemporaneously enters into a foreign currency transaction to hedge
the currency risk associated with the particular foreign security.

11
<PAGE>

f. OTHER INSTRUMENTS: Each Fund may use other Derivatives and enter into other
Derivatives transactions that are, or become, appropriate in the context of each
Fund's investment objectives and policies - and in a manner and to the extent
permitted by law and authorized by the Board of Trustees.

2. DERIVATIVES - RISK FACTORS

There can be no assurance that the use of Derivatives by any of the Funds will
assist it in achieving its investment objectives. Risks inherent in the use of
Derivatives include: (1) the risk that interest rates and securities prices will
not move in the direction anticipated; (2) imperfect correlation between the
prices of futures, options, and forward contracts and the prices of the
securities being hedged; (3) the fact that skills needed to use these strategies
are different from those needed to select portfolio securities; (4) the possible
absence of a liquid secondary market for any particular instrument at any time;
(5) futures contracts and options can be highly volatile; (6) the writing of
call options could result in increases in the Funds' portfolio turnover rate,
especially during periods when market prices of the underlying securities
appreciate; (7) the possible need to defer closing out certain hedged positions
to avoid adverse tax consequences; (8) the risk that a Fund will not be able to
effect closing purchase transactions as to call options it has written at any
particular time or at any acceptable price; (9) forward contracts involve a risk
of a loss if the value of the security to be purchased declines prior to the
settlement date, which is in addition to the risk of decline of the Funds' other
assets, and (10) the inability of counterparties to perform.

3. DERIVATIVES - LIMITATIONS

MML Trust has imposed certain specific limitations on its use of derivatives.
For example: (1) a Fund would not enter into a futures contract if, as a result,
more than 5% of the Fund's total assets would be committed to initial margin
deposits on such contracts; (2) a Fund will not purchase a put or call option on
securities or investment related instruments if as a result more than 5% of its
total assets would be attributable to premiums paid for such options; (3) a Fund
would not write a covered call or put option if as a result more than 20% of the
Fund's total assets would be in one or more segregated accounts covering call
and put options; and (4) a Fund would not enter into a forward contract if as a
result more than 25% of the Fund's total assets would be in one or more
segregated accounts covering forward contracts.

B. PORTFOLIO MANAGEMENT

Advisers intend to use trading as a means of managing the portfolios of the
Funds in seeking to achieve their investment objectives. Advisers, on behalf of
the Funds, will engage in trading when they believe that the trade, net of
transaction costs, will improve interest income or capital appreciation
potential, or will lessen capital loss potential.

Whether the goals discussed above will be achieved through trading depends on
Advisers' ability to evaluate particular securities and anticipate relevant
market factors, including interest rate trends and variations from such trends.
Such trading places a premium on Advisers' ability to obtain relevant
information, evaluate it properly and take advantage of their evaluations by
completing transactions on a favorable basis. If Advisers' evaluations and
expectations prove to be incorrect, a Fund's income or capital appreciation may
be reduced and its capital losses may be increased. Portfolio trading involves
transaction costs, but, as explained above, will be engaged in when Advisers
believe that the result of the trading, net of transaction costs, will benefit
the Funds.

C. RESTRICTED AND ILLIQUID SECURITIES

The Funds may invest in illiquid securities up to 15% (10% in the case of MML
Money Market) of each Fund's net assets. Each Fund currently expects to invest,
if anything, no more than 10% of its net assets in such securities. This policy
does not limit purchases of securities eligible for resale to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933 that
are determined to be liquid by the Board of Trustees or by Advisers pursuant to
Board approved guidelines. Such guidelines take into account trading activity
for such securities and the availability of reliable pricing information, among
other factors. If there is a lack of trading interest in particular Rule 144A
securities, a Fund's holdings of those securities may be illiquid. There may be
undesirable delays in selling these securities at prices representing fair
value.

D. REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS

MML Money Market, MML Managed Bond and MML Blend may engage in repurchase
agreements and MML Blend may engage in reverse repurchase agreements. A
repurchase agreement is a contract pursuant to which a Fund agrees to purchase a
security and simultaneously agrees to resell it at an agreed-upon price at a
stated time, thereby determining the yield during the Fund's holding period. A
reverse repurchase agreement is a contract pursuant to which a Fund agrees to
sell a security and simultaneously agrees to repurchase it at an agreed-upon
price at a stated time. For a more detailed description of repurchase agreements
and reverse repurchase agreements, see the Statement of Additional Information.

E. SECURITIES LENDING

MML Managed Bond and MML Blend may make loans of portfolio securities of not
more than 10% of their respective total assets taken at current value, thereby
realizing additional income. Although lending portfolio securities may involve
the risk of delay in recovery of the securities loaned or possible loss of
rights in the collateral should the borrower fail financially, loans will be
made only to borrowers deemed by MassMutual to be of good standing.

F. FEDERAL TAXES

The extent to which the Funds may enter into Derivatives transactions and engage
in portfolio trading may be limited by the Internal Revenue Code's requirements
for qualification for regulated investment companies. It is each Fund's
intention to qualify as such. See "Certain Tax and Accounting Information" in
the Statement of Additional Information.

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<PAGE>

G. CASH POSITIONS

Each Fund, other than MML Money Market, may hold cash or cash equivalents to
provide for liquidity (e.g. expenses and anticipated redemption payments) and so
that an orderly investment program may be carried out in accordance with the
Fund's investment policies. To provide liquidity or for temporary defensive
purposes, each Fund may invest any portion of its assets in investment grade
debt securities and MML Equity may also invest in non-convertible preferred
stocks.

VI. INVESTMENT RESTRICTIONS

The following is a description of certain investment restrictions, and
exceptions to such restrictions, that apply to each Fund which may not be
changed without a vote of a majority of the outstanding shares of such Fund.
(For a description of additional investment restrictions, reference should be
made to the Statement of Additional Information.)

A. INVESTMENT RESTRICTIONS

Each Fund will not:

(1) Pledge or mortgage assets taken at market to an extent greater than 15% of
the total assets of the Fund taken at cost;

(2) Borrow money, except from banks as a temporary measure for extraordinary or
emergency purposes (but not for the purpose of making investments), and except
to the extent that each Fund engages in financial futures transactions (as
described on page 11) and in reverse repurchase agreements (as described on page
12), provided (a) that the aggregate amount of all such borrowings at the time
of borrowing does not exceed 10% of the total assets of the Fund taken at cost,
and (b) that immediately after the borrowing, and at all times thereafter, there
will be an asset coverage of at least 300% for all of the Fund's borrowings
(including all obligations under financial futures contracts on debt
obligations); and

(3) Concentrate its investments in any one industry, as determined by the Board
of Trustees, and in this connection it will not acquire securities of companies
in any one industry if, immediately after giving effect to any such acquisition,
more than 25% of the value of the total assets of the Fund would be invested in
such industry, with the following exceptions:

(a) In the case of MML Money Market there is no limitation in respect of
certificates of deposit and bankers' acceptances (see "The Funds - MML Money
Market Fund" on pages 8-9).

(b) MML Money Market, MML Managed Bond and the Bond Sector of MML Blend each
may invest up to 40% of the value of their respective total assets in each
of the electric utility and telephone industries. However, it currently is
MassMutual's intent not to invest more than 25% of any one of these funds
total assets in either the electric utility or telephone industries.

B. EXCEPTIONS

(1) Notwithstanding any of the above investment restrictions or those set forth
in the Statement of Additional Information, and in addition to the authority
each Fund had as of April 30, 1993, each Fund may engage in derivatives
transactions, techniques, and practices using futures, options, swap agreements,
and similar instruments, to the extent and in a manner permitted by law.

(2) Notwithstanding any of the above investment restrictions or those set forth
in the Statement of Additional Information, each Fund may invest in any security
or investment related instrument, or engage in any investment related
transaction or practice, such as newly developed debt securities or hedging
programs, provided that the Board of Trustees has determined that to do so is
consistent with the Fund's investment objectives and policies, has adopted
reasonable guidelines for use by the Fund's Advisers and provided further that
at the time of entering into such investment or transaction such investments or
instruments account for no more than 10% of the Fund's total assets.

VII. INVESTMENT MANAGERS

MassMutual serves as investment manager of each Fund pursuant to a separate
investment management agreement executed by MassMutual and each Fund. Under the
agreements, which are substantially identical, MassMutual is authorized to
engage in portfolio transactions on behalf of the Funds, subject to such general
or specific instructions as may be given by the Board of Trustees. MassMutual
also acts as the transfer agent and the dividend paying agent.

The investment management agreements between MassMutual and the Funds provide
that MassMutual will perform all administrative functions relating to the Funds
and will bear all expenses of the Funds except (1) taxes and corporate fees
payable to government agencies, (2) brokerage commissions (which may be higher
than other brokers charge if paid to a broker which provides brokerage and
research services to Advisers or for use in providing investment advice and
management to the Funds and other accounts over which Advisers exercise
investment discretion) and other capital items payable in connection with the
purchase or sale of Fund investments, (3) interest on account of any borrowings
by the Funds, (4) fees and expenses of Trustees of MML Trust who are not
interested persons, as defined in the Investment Company Act of 1940, as amended
(the "1940 Act"), of the Advisers or MML Trust, and (5) fees of the Funds'
independent certified public accountants.

For providing the services described above, MassMutual is paid a quarterly fee
at the annual rate of .50% of the first $100,000,000 of the average daily net
asset value of each Fund, .45% of the next $200,000,000, .40% of the next
$200,000,000 and .35% of any excess over $500,000,000. MassMutual has agreed to
bear expenses of each Fund (other than the management fee, interest, taxes,
brokerage commissions and extraordinary expenses) in excess of .11% of average
daily net asset value through April 30, 1996. In 1994 MML Equity, MML Money
Market, MML Managed Bond, and MML Blend paid fees to MassMutual amounting to
.41%, .50%, .49% and .38%, respectively, of their average daily net assets
during the year.

13
<PAGE>

The investment management agreement between MassMutual and each Fund
automatically terminates: (1) unless its continuance is specifically approved at
least annually by the affirmative vote of a majority of the Board of Trustees,
which affirmative vote shall include a majority of the members of the Board who
are not interested persons (as defined in the 1940 Act) of MassMutual or of MML
Trust, or (2) upon its assignment. Under the terms of each investment management
agreement, each Fund recognizes MassMutual's control of the initials "MML" and
each Fund agrees that its right to use these initials is non-exclusive and can
be terminated by MassMutual at any time. Under each agreement, MassMutual's
liability regarding its investment management obligations and duties is limited
to situations involving its willful misfeasance, bad faith, gross negligence or
reckless disregard of such obligations and duties.

MassMutual is a mutual life insurance company organized in 1851 under the laws
of The Commonwealth of Massachusetts. MassMutual is licensed to transact a life,
accident and health insurance business in all states of the United States, the
District of Columbia and certain Provinces of Canada. At December 31, 1994
MassMutual had total assets of approximately $35.2 billion, including
approximately $17.7 billion in debt securities, $3.0 billion in mortgage loans,
$197.0 million in common stocks (excluding investments in subsidiaries), $1.3
billion in real estate and $2.4 billion in other investments. The persons who
are responsible for the management of the bond and money market portfolios of
MassMutual are also responsible for managing investments of the Funds.

As of January 1, 1993, MassMutual transferred its equity investment advisory
operations to Concert. All of the senior investment professionals of
MassMutual's Equity Management Department transferred to and became employees of
Concert. MassMutual indirectly owns 100% of Concert's voting stock and a
majority of Concert's Directors are officers and employees of MassMutual.
Concert manages institutional investment advisory accounts pursuant to written
contracts. As of December 31, 1994, Concert had $4.4 billion of assets under
management.

Pursuant to two investment sub-advisory agreements with MassMutual, Concert
manages the investment of the assets of MML Equity and the Equity Sector of MML
Blend and MassMutual pays Concert a quarterly fee equal to an annual rate of
.13% of the average daily net asset value. The agreements provide that they
automatically terminate upon the termination of the respective investment
management agreements between MassMutual and MML Equity and MML Blend. Concert
also serves as the investment sub-adviser to Oppenheimer Value Stock Fund which
had net assets of $104 million as of December 31, 1994.

Securities held by the Funds are also frequently held by Advisers in their
investment accounts and by other investment companies for which Advisers act as
investment advisers. If the same security is purchased or sold for any Fund and
such investment account or companies at the same time, such purchases or sales
normally will be combined, to the extent practicable, and will be allocated as
nearly as practicable on a pro rata basis in proportion to the amounts to be
purchased or sold for each. In determining the amounts to be purchased or sold,
the main factors to be considered will be the investment objectives of the
respective portfolios, the relative size of portfolio holdings of the same or
comparable security, availability of cash for investment by the various
portfolios and the size of their respective investment commitments. It is
believed that the ability of the Funds to participate in larger volume
transactions will, in most cases, produce better execution for the Funds. In
some cases, however, this procedure could have a detrimental effect on the price
and amount of a security available to a Fund or the price at which a security
may be sold. It is the opinion of MML Trust's management that, such execution
advantage and the desirability of retaining Advisers as investment managers of
the Funds outweigh the disadvantages, if any, which might result from this
procedure.

VIII. CAPITAL SHARES

MML Trust is a "series" company which is authorized to issue shares in separate
series of the same class. Shares of four series have been authorized,
constituting the interests in the four Funds described in this Prospectus. Under
MML Trust's Declaration of Trust, however, the Board of Trustees is authorized
to create new shares in addition to the Funds without the necessity of a vote of
shareholders of MML Trust. MML Trust may issue an unlimited number of shares of
the same class, in one or more series as MML Trustees may authorize, with or
without par value as MML Trustees may prescribe. Each share of a particular
series represents an equal proportionate interest in that series with each other
share of the same series, none having priority or preference over another. Each
series shall be preferred over all other series in respect of the assets
allocated to that series. Each share of a particular series is entitled to a pro
rata share of any distributions declared by that series and, in the event of
liquidation, a pro rata share of the net assets of that series remaining after
satisfaction of outstanding liabilities. When issued, shares are fully paid and
nonassessable and have no preemptive, conversion or subscription rights.

MML Trust is not required to hold annual meetings of shareholders. Special
meetings may be called for purposes such as electing MML Trustees, voting on
management agreements, and with respect to such additional matters relating to
MML Trust as may be required by MML Trust's Declaration of Trust and the 1940
Act. Shareholders holding 10% of the shares of MML Trust may call a meeting to
be held to consider removal of MML Trustees. On any matter submitted to
shareholders, shares of each Fund entitle their holder to one vote per share
(with proportionate voting for fractional shares), irrespective of the relative
net asset values of the Funds' shares. On any matters submitted to a vote of
shareholders, all shares of MML Trust then entitled to vote shall be voted by
individual Fund, except that (i) when required by the 1940 Act, shares shall be
voted in the aggregate and not by individual Fund, and (ii) when MML Trustees
have determined that any matter affects only the interests of one or more Funds,
then only shareholders of such Fund or Funds shall be entitled to vote thereon.
Shareholder inquiries should be made by contacting the Secretary, MML Series
Investment Fund, 1295 State Street, Springfield, Massachusetts 01111.

The assets of certain variable annuity and variable life insurance separate
accounts for which MassMutual or an affiliate is the depositor are invested in
shares of the Funds. Because these separate accounts are invested in the same
underlying Funds it is possible that material conflicts could arise between
owners of the variable life insurance contracts and owners

14
<PAGE>

of the variable annuity contracts. Possible conflicts could arise if (i) state
insurance regulators should disapprove or require changes in investment
policies, investment advisers or principal underwriters or if the depositor
should be permitted to act contrary to actions approved by holders of the
variable life or variable annuity contracts under rules of the Securities and
Exchange Commission, (ii) adverse tax treatment of the variable life or variable
annuity contracts would result from utilizing the same underlying Funds, (iii)
different investment strategies would be more suitable for the variable annuity
contracts than the variable life contracts, or (iv) state insurance laws or
regulations or other applicable laws would prohibit the funding of both variable
life and variable annuity separate accounts by the same Funds.

The Board of Trustees will follow monitoring procedures which have been
developed to determine whether material conflicts have arisen and what action,
if any, should be taken in the event of such conflicts. If a material
irreconcilable conflict should arise between owners of the variable life
insurance contracts and owners of the variable annuity contracts, one or the
other group of owners may have to terminate its participation in the Funds. More
information regarding possible conflicts between variable annuity and variable
life insurance contracts is contained in the prospectuses for those contracts.

Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of MML Trust. However, MML Trust's
Declaration of Trust disclaims liability of the shareholders, MML Trustees, or
officers of MML Trust for acts or obligations of MML Trust, which are binding
only on the assets and property of MML Trust, and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by MML Trust or MML Trustees. MML Trust's Declaration of Trust provides
for indemnification out of MML Trust property for all loss and expense of any
shareholder held personally liable for the obligations of MML Trust. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is considered remote since it is limited to circumstances in which the
disclaimer is inoperative and MML Trust itself would be unable to meet its
obligations.

IX. NET ASSET VALUE

The net asset value of each Fund's shares is determined once daily as of the
normal close of trading on the New York Stock Exchange (presently 4:00 p.m.) on
each day on which the Exchange is open for trading.

A. MML MONEY MARKET FUND

It is the intention of MML Money Market to maintain a per share net asset value
of $1.00, although this cannot be assured. Since the net income of MML Money
Market is declared as a dividend each time it is determined, the net asset value
per share of MML Money Market remains at $1.00 per share immediately after each
determination and dividend declaration. Any increase in the value of a
shareholder's investment in MML Money Market representing the reinvestment of
dividend income is reflected by an increase in the number of shares of MML Money
Market in the shareholder's account, which increase is recorded promptly after
the end of each calendar month. MML Money Market's portfolio instruments are
valued on the basis of amortized cost.

B. OTHER FUNDS

Generally, the other Funds value portfolio securities on the basis of market
value. For example, equity securities, including those traded on national
securities exchanges, the NASDAQ national market system, or over-the-counter
securities not so listed, are valued by one or more pricing services, as
authorized by the Board of Trustees. Normally, the values are based upon the
last reported sale price of the security. Long-term bonds are valued on the
basis of valuations furnished by a pricing service, authorized by the Board of
Trustees, which determines valuations taking into account appropriate factors
such as institutional-size trading in similar groups of securities, yield,
quality, coupon rate, maturity, type of issue, trading characteristics and other
market data. Debt obligations with less than one year but more than sixty days
to maturity are valued on the basis of their market value, and debt obligations
having a maturity of sixty days or less are generally valued at amortized cost
when the Board of Trustees believes that amortized cost approximates market
value. If acquired, preferred stocks will be valued on the basis of their market
value if market quotations are readily available. Futures contracts are valued
based on market prices unless such prices do not reflect the fair value of the
contract, in which case they will be valued by or under the direction of the
Board of Trustees. In all other cases, assets (including restricted securities)
will be valued at fair value as determined in good faith by the Board of
Trustees, although the actual calculations may be made by persons acting
pursuant to the direction of the Board of Trustees.

X. SALE AND REDEMPTION OF SHARES

The shares of each Fund are sold at their net asset value (which in the case of
MML Money Market is expected to remain at $1.00) as next computed after receipt
of the purchase order, without the deduction of any selling commission or "sales
load."

Each Fund redeems its shares at their net asset value (which in the case of MML
Money Market is expected to remain at $1.00) as next computed after receipt of
the request for redemption. The redemption price for shares of MML Equity, MML
Managed Bond and MML Blend may be more or less than the shareholder's cost. No
fee is charged on redemption.

Redemption payments will be made within seven days after receipt of the written
request therefore by MML Trust, except that the right of redemption may be
suspended or payments postponed when permitted by applicable law and
regulations.

XI. TAX STATUS

It is the policy of each Fund to comply, and in 1994 each Fund did comply, with
the provisions of the Internal Revenue Code applicable to regulated investment
companies. As a result, none of the Funds will be subject to federal income tax
on

15
<PAGE>

any net income or any capital gains to the extent they are distributed or are
deemed to have been distributed to shareholders.

Regulations issued under Internal Revenue Code Section 817(h) require each of
the Funds to be adequately diversified in order for a variable annuity and
variable life contract funded by MML Trust to receive favorable tax treatment as
an annuity or life insurance contract. Among other requirements, the regulations
limit each Fund's investment in a single issuer to 55% of its assets; while this
requirement applies to U.S. Government securities, each government agency or
instrumentality is treated for this purpose as a separate issuer. The Funds
intend to comply with these diversification requirements. For further
information, see the Statement of Additional Information.

Tax consequences to investors in the separate investment accounts which are
invested in the Funds are described in the prospectuses for such accounts.

XII. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Funds intend to declare capital gain and ordinary income dividends and to
distribute such dividends in a manner designed to avoid a 4% excise tax on
undistributed regulated investment company income, imposed by the Tax Reform Act
of 1986. The declaration and distribution policies specific to each Fund are
outlined below.

A. MML EQUITY FUND

Distributions, if any, are declared and paid annually. Distributions may be
taken either in cash or in additional shares of MML Equity at net asset value on
the day after the record date for the distribution, at the option of the
shareholder.

B. MML MONEY MARKET FUND

The net income of MML Money Market, as defined below, is determined as of the
normal close of trading on the New York Stock Exchange on each day on which the
Exchange is open, and all the net income so determined is declared as a dividend
to shareholders of record as of that time. Dividends are distributed promptly
after the end of each calendar month in additional shares of MML Money Market at
the then current net asset value, or in cash, at the option of the shareholder.

For this purpose the net income of MML Money Market (from the time of the
immediately preceding determination thereof) consists of all interest income
accrued on its portfolio, plus realized gains or minus realized losses, and less
all expenses and liabilities chargeable against income. Interest income includes
discount earned (including both original issue and market discount) on paper
purchased at a discount, less amortization of premium, accrued ratably to the
date of maturity. Expenses, including the compensation payable to MassMutual,
are accrued each day.

Should MML Money Market incur or anticipate any unusual expense, or loss or
depreciation which would adversely affect its net asset value per share or
income for a particular period, the Board of Trustees would at that time
consider whether to adhere to the present dividend policy described above or to
revise it in the light of the then prevailing circumstances. For example, if MML
Money Market's net asset value per share were reduced, or were anticipated to be
reduced, below $1.00, the Board of Trustees might suspend further dividend
payments until the net asset value returned to $1.00. Thus, such expenses or
losses or depreciation might result in an investor receiving no dividends for
the period during which he held his shares and in his receiving upon redemption
a price per share lower than that which he paid.

C. MML MANAGED BOND AND MML BLEND FUNDS

Dividends out of net investment income are declared and paid quarterly. Capital
gains declarations and distributions of net capital gains, if any, for the year
are made annually. Distributions may be taken either in cash or in additional
shares of the applicable Fund at net asset value on the day after the record
date for the distribution, at the option of the shareholder.

XIII. INVESTMENT PERFORMANCE

Each of the Funds may from time to time advertise certain investment performance
figures. These figures are based on historical earnings and are not intended to
indicate future performance.

MML Money Market may quote its yield and its effective yield. The yield of MML
Money Market refers to the income generated by the Fund over a seven-day period
(which period will be stated in the advertisement). This income is then assumed
to be earned each week over a 52-week period. The effective yield is calculated
similarly, but the income earned by an investment in the Fund is assumed to be
reinvested.

MML Managed Bond, MML Blend and MML Equity may also quote yield. The yield for
each of these Funds refers to the net investment income earned by the Fund over
a 30-day period (which period will be stated in the advertisement). This income
is then assumed to be earned for a full year and to be reinvested each month for
six months. The resulting semi-annual yield is doubled.

Each of the Funds may advertise its total return and its holding period return
for various periods of time. Total return is calculated by determining, over a
period of time, which will be stated in the advertisement, the average annual
compounded rate of return that an investment in the Fund earned over that
period, assuming reinvestment of all distributions. Holding period return refers
to the percentage change in the value of an investment in a Fund over a period
of time (which period will be stated in the advertisement), assuming
reinvestment of all distributions. Total return and holding period return differ
from yield in that the return figures include capital changes in an investment
while yield measures the rate of net income generated by a Fund. Total return
differs from holding period return principally in that total return is an
average annual figure while holding period return is an aggregate figure for the
entire period.

These investment performance figures may be of limited use for comparative
purposes because they do not reflect charges imposed by the separate investment
accounts invested in the Funds which, if included, would decrease the
performance fig-

16
<PAGE>

ures. For more information about the investment performance of the Funds, see
the Statement of Additional Information.

XIV. MANAGEMENT OF MML TRUST

The affairs of MML Trust are generally supervised by its Board of Trustees and
officers. As stated previously, MassMutual acts as investment manager of each of
the Funds and Concert is the sub-adviser to MML Equity and the Equity Sector of
MML Blend. In those capacities, MassMutual and Concert are part of the
management of MML Trust. For more information concerning the management of MML
Trust, reference should be made to the Statement of Additional Information.

The name MML Series Investment Fund is the designation of Trustees under a
Declaration of Trust dated December 19, 1984, as amended from time to time. The
obligations of MML Trust are not personally binding upon, nor shall resort be
had to the property of, any of the Trustees, shareholders, officers, employees
or agents of MML Trust, but MML Trust's property only shall be bound.

17
<PAGE>

MML SERIES INVESTMENT FUND
1295 State Street
Springfield, Massachusetts 01111

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

INVESTMENT MANAGER

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111

INVESTMENT SUB-ADVISOR

CONCERT CAPITAL MANAGEMENT, INC.
125 High Street
Boston, Massachusetts 02110

INDEPENDENT ACCOUNTANTS

COOPERS & LYBRAND L.L.P.
2300 BayBank Tower
Springfield, Massachusetts 01101

CUSTODIAN

CITIBANK N.A.
111 Wall Street
New York, New York 10005

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

This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made. No person is authorized to make any
representations in connection with this offering other than those contained in
this Prospectus.

<PAGE>

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Prospectus dated May 1, 1995

OPPENHEIMER VARIABLE ACCOUNT FUNDS (the "Trust") is a diversified open-end
investment company consisting of nine separate funds, four of which
(collectively, the "Funds"), are as follows:

OPPENHEIMER CAPITAL APPRECIATION FUND ("Capital Appreciation Fund") seeks to
achieve capital appreciation by investing in "growth-type" companies.

OPPENHEIMER GROWTH FUND ("Growth Fund") seeks to achieve capital appreciation by
investing in securities of well-known established companies.

OPPENHEIMER GLOBAL SECURITIES FUND ("Global Securities Fund") seeks long-term
capital appreciation by investing a substantial portion of assets in securities
of foreign issuers, "growth-type" companies, cyclical industries and special
situations which are considered to have appreciation possibilities. Current
income is not an objective. These securities may be considered to be
speculative.

OPPENHEIMER STRATEGIC BOND FUND ("Strategic Bond Fund") seeks a high level of
current income principally derived from interest on debt securities and seeks to
enhance such income by writing covered call options on debt securities. The
Fund intends to invest principally in: (i) foreign government and corporate debt
securities, (ii) U.S. Government securities, and (iii) lower-rated high yield
domestic debt securities, commonly known as "junk bonds", which are subject to a
greater risk of loss of principal and nonpayment of interest than higher-rated
securities. These securities may be considered to be speculative.

THIS PROSPECTUS MAY BE USED TO OFFER OR SELL SHARES OF ONLY THOSE FUNDS LISTED
ABOVE.

Shares of the Funds are sold only to provide benefits under variable life
insurance policies and variable annuity contracts (collectively, the
"Accounts"). The Accounts invest in shares of one or more of the Funds in
accordance with allocation instructions received from Account owners. Such
allocation rights are further described in the accompanying Account Prospectus.
Shares are redeemed to the extent necessary to provide benefits under an
Account.

This Prospectus explains concisely what you should know before investing in the
Trust and the Funds. Please read this Prospectus carefully and keep it for
future reference. You can find more detailed information about the Funds in the
May 1, 1995 Statement of Additional Information. For a free copy, call
Oppenheimer Shareholder Services, the Funds' Transfer Agent, at 1-800-525-7048,
or write to the Transfer Agent at the address on the back cover. The Statement
of Additional Information has been filed with the Securities and Exchange
Commission and is incorporated into this Prospectus by reference (which means
that it is legally part of this Prospectus).

1
<PAGE>

CONTENTS

ABOUT THE FUNDS

OVERVIEW OF THE FUNDS......................................... 3
FINANCIAL HIGHLIGHTS.......................................... 4
INVESTMENT OBJECTIVES AND POLICIES............................ 8
HOW THE FUNDS ARE MANAGED..................................... 14
PERFORMANCE OF THE FUNDS...................................... 15

ABOUT YOUR ACCOUNT

HOW TO BUY SHARES............................................. 18
HOW TO SELL SHARES............................................ 18
DIVIDENDS, CAPITAL GAINS AND TAXES............................ 18
APPENDIX A: DESCRIPTION OF TERMS.............................. A-1
APPENDIX B: DESCRIPTION OF SECURITIES RATINGS................. B-1

2
<PAGE>

ABOUT THE FUNDS

OVERVIEW OF THE FUNDS

Some of the important facts about the Funds are summarized below, with
references to the section of this Prospectus where more complete information can
be found. You should carefully read the entire Prospectus before making a
decision about investing. Keep the Prospectus for reference after you invest.

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES? The CAPITAL APPRECIATION FUND'S
investment objective is to achieve capital appreciation by investing in "growth-
type" companies. The GROWTH FUND'S investment objective is to seek to achieve
capital appreciation by investing in securities of well-known established
companies. The GLOBAL SECURITIES FUND'S investment objective is to seek long-
term capital appreciation by investing a substantial portion of assets in
securities of foreign issuers, "growth-type" companies, cyclical industries and
special situations which are considered to have appreciation possibilities. The
STRATEGIC BOND FUND'S investment objective is to seek a high level of current
income principally derived from interest on debt securities and seeks to enhance
such income by writing covered call options on debt securities.

WHAT DO THE FUNDS INVEST IN? To seek their respective investment objectives, the
Funds invest as follows. CAPITAL APPRECIATION FUND primarily invests in "growth-
type" companies. GROWTH FUND primarily invests in securities of well-known
established companies. GLOBAL SECURITIES FUND primarily invests in securities of
foreign issuers, "growth-type" companies, cyclical industries and special
situations. STRATEGIC BOND FUND primarily invests in foreign government and
corporate debt securities, U.S. Government securities, and lower-rated high
yield domestic and foreign debt securities, commonly known as "junk bonds."
These investments are more fully explained for each Fund in "Investment
Objectives and Policies," starting on page 8.

WHO MANAGES THE FUNDS? The Funds' investment adviser is Oppenheimer Management
Corporation, which (including a subsidiary) advises investment company
portfolios having over $29 billion in assets. Each Fund's portfolio manager is
primarily responsible for the selection of securities of that Fund. The
portfolio managers are as follows: for STRATEGIC BOND FUND, David Negri and
Arthur Steinmetz; for CAPITAL APPRECIATION FUND, Paul LaRocco; for GROWTH FUND,
Jane Putnam; and for GLOBAL SECURITIES FUND, George Evans. The Manager is paid
an advisory fee by each Fund, based on its assets. The Trust's Board of
Trustees, elected by shareholders, oversees the investment adviser and the
portfolio manager. Please refer to "How The Funds Are Managed," starting on page
14 for more information about the Manager and its fees.

HOW RISKY ARE THE FUNDS? While different types of investments have risks that
differ in type and magnitude, all investments carry risk to some degree. Changes
in overall market movements or interest rates, or factors affecting a particular
industry or issuer, can affect the value of the Funds' investments and their
price per share. Equity investments are generally subject to a number of risks
including the risk that values will fluctuate as a result of changing
expectations for the economy and individual issuers. For both equity and income
investments, foreign investments are subject to the risk of adverse currency
fluctuation and additional risks and expenses in comparison to domestic
investments. In comparing levels of risk among the equity funds, Growth Fund is
most conservative, followed by Capital Appreciation Fund and Global Securities
Fund. Fixed-income investments are generally subject to the risk that values
will fluctuate with inflation, with lower-rated fixed-income investments being
subject to a greater risk that the issuer will default in its interest or
principal payment obligations. Fixed income funds such as Strategic Bond Fund
are less conservative than money market funds.

HOW CAN I BUY OR SELL SHARES? Shares of each Fund are offered only for purchase
by Accounts as an investment medium for variable life insurance policies and
variable annuity contracts. Account owners should refer to the accompanying
Account Prospectus on how to buy or sell shares of the Funds.

HOW HAVE THE FUNDS PERFORMED? Strategic Bond Fund measures its performance by
quoting its yield. All of the Funds may measure their performance by quoting
average annual total return and cumulative total return, which measure
historical performance. Those returns can be compared to the returns (over
similar periods) of other funds. Of course, other funds may have different
objectives, investments, and levels of risk. The performance of all but one of
the Funds can also be compared to broad market indices, which we have done
starting on page 16. Please remember that past performance does not guarantee
future results.

3
<PAGE>

FINANCIAL HIGHLIGHTS

The table on the following pages presents selected financial information,
including per share data and expense ratios and other data about all the Funds.
The information is based on each such Fund's average net assets. This
information has been audited by Deloitte & Touche LLP, the Funds' independent
auditors, whose report on the Funds' financial statements for the fiscal year
ended December 31, 1994, is included in the Statement of Additional Information.

OPPENHEIMER CAPITAL APPRECIATION FUND
---------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986(2) 1986(1)
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period $ 31.64 $ 26.04 $ 23.24 $ 15.24 $ 20.40 $ 16.31 $ 14.39 $ 13.12 $ 16.21 $13.71

Income (loss) from investment
operations:

Net investment income .10 .05 .06 .08 .32 .50 .33 .21 .12 .09

Net realized and unrealized gain
(loss) on investments and
options written (2.22) 6.71 3.43 8.18 (3.54) 3.93 1.60 1.67 (1.24) 3.40
---------------------------------------------------------------------------------------------
Total income (loss) from
investment operations (2.12) 6.76 3.49 8.26 (3.22) 4.43 1.93 1.88 (1.12) 3.49
---------------------------------------------------------------------------------------------
Dividends and distributions to
shareholders:

Dividends from net investment income (.04) (.06) (.14) (.26) (.53) (.34) -- (.34) (.21) (.20)

Distributions from net realized gain
on investments and options written (3.53) (1.10) (.55) -- (1.41) -- (.01) (.27) (1.76) (.79)
---------------------------------------------------------------------------------------------
Total dividends and distributions to
shareholders (3.57) (1.16) (.69) (.26) (1.94) (.34) (.01) (.61) (1.97) (.99)
---------------------------------------------------------------------------------------------
Net asset value, end of period $ 25.95 $ 31.64 $ 26.04 $ 23.24 $ 15.24 $ 20.40 $ 16.31 $ 14.39 $ 13.12 $16.21
==============================================================================================
TOTAL RETURN, AT NET ASSET VALUE(3) (7.59)% 27.32% 15.42% 54.72% (16.82)% 27.57% 13.41% 14.34% (1.65)% N/A

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period
(in thousands) $185,774 $136,885 $83,335 $49,371 $ 23,295 $27,523 $13,667 $ 9,692 $ 4,549 $3,852

Average net assets (in thousands) $153,832 $ 98,228 $56,371 $34,887 $ 24,774 $21,307 $13,239 $ 8,598 $ 3,099 $2,292

Number of shares outstanding at
end of period
(in thousands) 7,158 4,326 3,201 2,125 1,528 1,349 838 674 347 238

Ratios to average net assets:

Net investment income .50% .23% .30% .81% 1.93% 3.27% 2.13% 1.68% 2.36%(4) 2.27%

Expenses .57% .47% .54% .63% .71% .68% .73% .75% 1.01%(4) 2.17%

Portfolio turnover rate(6) 96.5% 122.8% 78.9% 122.3% 222.0% 130.5% 128.7% 138.7% 100.1% 464.8%

</TABLE>

1. For the year ended June 30, 1986. Operating results were achieved by
Centennial Capital Appreciation Fund, a separate investment company acquired
by OCAP on August 14, 1986.
2. For the six months ended December 31, 1986. Operating results prior to August
15, 1986 were achieved by Centennial Capital Appreciation Fund, a separate
investment company acquired by OCAP on August 14, 1986.
3. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal period.
Total return information does not reflect expenses that apply at the separate
account level or to related insurance products. Inclusion of these charges
would reduce the total return figures for all periods shown.
4. Annualized.
5. The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.

4
<PAGE>

FINANCIAL HIGHLIGHTS (Continued)

<TABLE>
<CAPTION>
OPPENHEIMER GLOBAL SECURITIES FUND
---------------------------------------------------------
1994 1993 1992 1991 1990(1)
---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:

Net asset value, beginning of period $ 16.30 $ 9.57 $ 10.38 $10.04 $10.00

Income (loss) from investment operations:

Net investment income .04 (.02) .07 .04 --

Net realized and unrealized gain (loss)
on investments and foreign currency
transactions (.96) 6.75 (.80) .30 .04
---------------------------------------------- --------
Total income (loss) from investment
operations (.92) 6.73 (.73) .34 .04
---------------------------------------------- --------
Dividends and distributions to shareholders:

Dividends from net investment income (.04) -- (.04) -- --

Distributions from net realized gain on
investments and foreign currency
transactions (.25) -- (.04) -- --
---------------------------------------------------------
Total dividends and distributions to
shareholders (.29) -- (.08) -- --
---------------------------------------------------------
Net asset value, end of period $ 15.09 $ 16.30 $ 9.57 $10.38 $10.04
=========================================================

TOTAL RETURN, AT NET ASSET VALUE(2) (5.72)% 70.32% (7.11)% 3.39% .40%

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (in thousands) $297,842 $96,425 $13,537 $7,339 $ 432

Average net assets (in thousands) $214,545 $31,696 $11,181 $3,990 $ 263

Number of shares outstanding at end
of period (in thousands) 19,743 5,917 1,415 707 43

Ratios to average net assets:

Net investment income .54% .72% 1.04% .75% .08%(3)

Expenses .91% .92% 1.06% 1.32% 6.84%(3)

Portfolio turnover rate(4) 70.4% 65.1% 34.1% 29.5% 0.0%

</TABLE>

1. For the period from November 12, 1990 (commencement of operations) to
December 31, 1990.
2. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal period.
Total return information does not reflect expenses that apply at the separate
account level or to related insurance products. Inclusion of these charges
would reduce the total return figures for all periods shown.
3. Annualized.
4. The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.

5
<PAGE>

FINANCIAL HIGHLIGHTS (Continued)

OPPENHEIMER GROWTH FUND
-----------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985(1)
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:

Net asset value, beginning of period $ 17.70 $ 16.96 $ 15.17 $ 12.54 $ 16.38 $ 13.64 $ 11.21 $ 12.53 $10.95 $10.00

Income (loss) from investment operations:

Net investment income .22 .46 .16 .30 .56 .66 .29 .20 .13 .16

Net realized and unrealized gain (loss)
on investments and foreign currency
transactions (.05) .74 1.99 2.82 (1.79) 2.50 2.19 .24 1.76 .79
-----------------------------------------------------------------------------------------
Total income from investment operations .17 1.20 2.15 3.12 (1.23) 3.16 2.48 .44 1.89 .95
-----------------------------------------------------------------------------------------
Dividends and distributions to
shareholders:

Dividends from net investment income (.15) (.14) (.36) (.49) (.62) (.35) -- (.34) (.15) --

Distributions from net realized gain on
investments and foreign currency
transactions (.04) (.32) -- -- (1.99) (.07) (.05) (1.42) (.16) --
-----------------------------------------------------------------------------------------
Total dividends and distributions to
shareholders (.19) (.46) (.36) (.49) (2.61) (.42) (.05) (1.76) (.31) --
-----------------------------------------------------------------------------------------
Net asset value, end of period $ 17.68 $ 17.70 $ 16.96 $ 15.17 $ 12.54 $ 16.38 $ 13.64 $ 11.21 $12.53 $10.95
=========================================================================================
TOTAL RETURN, AT NET ASSET VALUE(2) .97% 7.25% 14.53% 25.54% (8.21)% 23.59% 22.09% 3.32% 17.76% 9.50%

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (in thousands) $63,283 $56,701 $36,494 $22,032 $15,895 $19,301 $17,746 $14,692 $8,287 $ 820

Average net assets (in thousands) $59,953 $46,389 $25,750 $18,810 $17,235 $18,596 $15,585 $15,121 $3,744 $ 388

Number of shares outstanding at end of
period (in thousands) 3,580 3,203 2,152 1,453 1,267 1,179 1,301 1,311 661 75

Ratios to average net assets:

Net investment income 1.38% 1.13% 1.36% 2.82% 4.09% 3.72% 2.39% 1.56% 2.62% 4.25%(3)

Expenses .58% .50% .61% .70% .71% .70% .70% .75% .75% .75%(3)

Portfolio turnover rate(4) 53.8% 12.6% 48.7% 133.9% 267.9% 148.0% 132.5% 191.0% 100.9% 132.9%

</TABLE>

1. For the period from April 3, 1985 (commencement of operations) to December
31, 1985.
2. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal period.
Total return information does not reflect expenses that apply at the separate
account level or to related insurance products. Inclusion of these charges
would reduce the total return figures for all periods shown.
3. Annualized.
4. The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.

6
<PAGE>

FINANCIAL HIGHLIGHTS (Continued)

<TABLE>
<CAPTION>
OPPENHEIMER STRATEGIC BOND FUND
-----------------------------------------
1994 1993(1)
-----------------------------------------
<S> <C> <C>
PER SHARE OPERATING DATA:

Net asset value, beginning of period $5.12 $5.00

Income (loss) from investment operations:

Net investment income .35 .10

Net realized and unrealized gain (loss) on
investments, options written and foreign
currency transactions (.54) .11
-----------------------------------------
Total income (loss) from investment operations (.19) .21
-----------------------------------------
Dividends and distributions to shareholders:

Dividends from net investment income (.32) (.09)

Distributions from net realized gain on investments,
options written and foreign currency transactions -- --

Distributions in excess of net realized gain on
investments (.01) --
-----------------------------------------
Total dividends and distributions to shareholders (.33) (.09)
-----------------------------------------
Net asset value, end of period $4.60 $5.12
=========================================

TOTAL RETURN, AT NET ASSET VALUE(2) (3.78)% 4.25%

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (in thousands) $20,320 $9,887

Average net assets (in thousands) $15,389 $4,259

Number of shares outstanding at end of period
(in thousands) 4,418 1,930

Ratios to average net assets:

Net investment income 8.36% 5.67%(3)

Expenses .87% .96%(3)

Portfolio turnover rate(4) 136.6% 10.9%

</TABLE>

1. For the period from May 3, 1993 (commencement of operations) to December 31,
1993.
2. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal period.
Total return information does not reflect expenses that apply at the separate
account level or to related insurance products. Inclusion of these charges
would reduce the total return figures for all periods shown.
3. Annualized.
4. The lesser of purchases or sales of portfolio securities for a period,
divided by the monthly average of the market value of portfolio securities
owned during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.

7
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES - STRATEGIC BOND FUND.

The investment objective of Strategic Bond Fund is to seek a high level of
current income principally derived from interest on debt securities and to
enhance such income by writing covered call options on debt securities. Although
the premiums received by Strategic Bond Fund from writing covered calls are a
form of capital gain, the Fund generally will not make investments in securities
with the objective of seeking capital appreciation.

The Fund intends to invest principally in: (i) lower-rated high yield domestic
debt securities; (ii) U.S. Government securities, and (iii) foreign government
and corporate debt securities. Under normal circumstances, the Fund's assets
will be invested in each of these three sectors. However, Strategic Bond Fund
may from time to time invest up to 100% of its total assets in any one sector
if, in the judgment of the Manager, the Fund has the opportunity of seeking a
high level of current income without undue risk to principal. Accordingly, the
Fund's investments should be considered speculative. Distributable income will
fluctuate as the Fund assets are shifted among the three sectors.

. High Yield Securities. The higher yields and high income sought by Strategic
Bond Fund are generally obtainable from securities in the lower rating
categories of the established rating services, commonly known as "junk bonds."
Such securities are rated "Baa" or lower by Moody's or "BBB" or lower by
Standard & Poor's. Strategic Bond Fund may invest in securities rated as low
as "C" by Moody's or "D" by Standard & Poor's. Such ratings indicate that the
obligations are speculative in a high degree and may be in default. Risks of
high yield, high risk securities are discussed under "Risk Factors" below.
Strategic Bond Fund's portfolio at December 31, 1994, contained securities in
the following rating categories as rated by Standard & Poor's (the percentages
relate to the weighted average of the bonds in each rating category as a
percentage of that Fund's total assets): AAA, 22.53%; AA, 2.41%; BBB, .41%;
BB, 5.32%; B, 20.57%; CCC, 3.17%; D, .62%; unrated, 17.76%. If a bond was not
rated by Standard & Poor's but was rated by Moody's, it is included in the
comparable category. The Manager will not rely principally on the ratings
assigned by rating services. Strategic Bond Fund is not obligated to dispose
of securities whose issuers subsequently are in default or if the rating of
such securities is reduced. Appendix B of this Prospectus describes these
rating categories. Strategic Bond Fund may also invest in unrated securities
which, in the opinion of the Manager, offer yields and risks comparable to
those of securities which are rated.

. International Securities. The Fund may invest in foreign government and
foreign corporate debt securities (which may be denominated in U.S. dollars or
in non-U.S. currencies) issued or guaranteed by foreign corporations, certain
supranational entities (such as the World Bank) and foreign governments
(including political subdivisions having taxing authority) or their agencies
or instrumentalities. These investments may include (i) U.S. dollar-
denominated debt obligations known as "Brady Bonds," which are issued for the
exchange of existing commercial bank loans to foreign entities for new
obligations that are generally collateralized by zero coupon Treasury
securities having the same maturity, (ii) debt obligations such as bonds
(including sinking fund and callable bonds), (iii) debentures and notes
(including variable rate and floating rate instruments), and (iv) preferred
stocks and zero coupon securities. Further information about investments in
foreign securities is set forth below under "Other Investment Techniques and
Strategies - Foreign Securities."

. U.S. Government Securities. U.S. Government Securities are debt obligations
issued by or guaranteed by the United States Government or one of its agencies
or instrumentalities. Although U.S. Government Securities are considered
among the most creditworthy of fixed-income investments and their yields are
generally lower than the yields available from corporate debt securities, the
values of U.S. Government Securities (and of fixed-income securities
generally) will vary inversely to changes in prevailing interest rates. To
compensate for the lower yields available on U.S. Government securities,
Strategic Bond Fund will attempt to augment these yields by writing covered
call options against them. See "Hedging," below. Certain of these obligations,
including U.S. Treasury notes and bonds, and mortgage-backed securities
guaranteed by the Government National Mortgage Association ("Ginnie Maes"),
are supported by the full faith and credit of the United States. Certain other
U.S. Government Securities, issued or guaranteed by Federal agencies or
government-sponsored enterprises, are not supported by the full faith and
credit of the United States. These latter securities may include obligations
supported by the right of the issuer to borrow from the U.S. Treasury, such as
obligations of Federal Home Loan Mortgage Corporation ("Freddie Macs"), and
obligations supported by the credit of the instrumentality, such as Federal
National Mortgage Association bonds ("Fannie Maes"). U.S. Government
Securities in which the Fund may invest include zero coupon U.S. Treasury
securities, mortgage-backed securities and money market instruments.

Zero coupon Treasury securities are: (i) U.S. Treasury notes and bonds which
have been stripped of their unmatured interest coupons and receipts; or (ii)
certificates representing interests in such stripped debt obligations or
coupons. Because a zero coupon security pays no interest to its holder during
its life or for a substantial period of time, it usually trades at a deep
discount from its face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities which make current distributions of
interest. Because the Fund accrues taxable income from these securities
without receiving cash, the Fund may be required to sell portfolio securities
in order to pay cash dividends or to meet redemptions. The Fund may invest up
to 50% of its total assets at the time of purchase in zero coupon securities
issued by either corporations or the U.S. Treasury.

. Domestic Securities. The Fund's investments in domestic securities may include
preferred stocks, participation interests and zero coupon securities. Domestic
investments include fixed-income securities and dividend-paying common stocks
issued by domestic corporations in any industry which may be denominated in
U.S. dollars or non-U.S. currencies.

The Fund's investments may include securities which represent participation
interests in loans made to

8
<PAGE>

corporations (see "Participation Interests," below) and in pools of
residential mortgage loans which may be guaranteed by agencies or
instrumentalities of the U.S. Government (e.g. Ginnie Maes, Freddie Macs and
Fannie Maes), including collateralized mortgage-backed obligations ("CMOs"),
or which may not be guaranteed. Such securities differ from conventional debt
securities which provide for periodic payment of interest in fixed amounts
(usually semi-annually) with principal payments at maturity or specified call
dates. Mortgage-backed securities provide monthly payments which are, in
effect, a "pass-through" of the monthly interest and principal payments
(including any prepayments) made by the individual borrowers on the pooled
mortgage loans. The Fund's reinvestment of scheduled principal payments and
unscheduled prepayments it receives may occur at lower rates than the original
investment, thus reducing the yield of the Fund. CMOs in which the Fund may
invest are securities issued by a U.S. Government instrumentality or private
corporation that are collateralized by a portfolio of mortgages or mortgage-
backed securities which may or may not be guaranteed by the U.S. Government.
The issuer's obligation to make interest and principal payments is secured by
the underlying portfolio of mortgages or mortgage-backed securities. Mortgage-
backed securities may be less effective than debt obligations of similar
maturity at maintaining yields during periods of declining interest rates.

The Fund may also invest in CMOs that are "stripped." That means that the
security is divided into two parts, one of which receives some or all of the
principal payments (and is known as a "P/O") and the other which receives some
or all of the interest (and is known as an "I/O"). P/Os and I/Os are generally
referred to as "derivative investments," discussed further below.

The yield to maturity on the class that receives only interest is extremely
sensitive to the rate of payment of the principal on the underlying mortgages.
Principal prepayments increase that sensitivity. Stripped securities that pay
"interest only" are therefore subject to greater price volatility when
interest rates change, and they have the additional risk that if the
underlying mortgages are prepaid, the Fund will lose the anticipated cash flow
from the interest on the prepaid mortgages. That risk is increased when
general interest rates fall, and in times of rapidly falling interest rates,
the Fund might receive back less than its investment.

The value of "principal only" securities generally increases as interest rates
decline and prepayment rates rise. The price of these securities is typically
more volatile than that of coupon-bearing bonds of the same maturity.

Stripped securities are generally purchased and sold by institutional
investors through investment banking firms. At present, established trading
markets have not yet developed for these securities. Therefore, some stripped
securities may be deemed "illiquid." If the Fund holds illiquid stripped
securities, the amount it can hold will be subject to the Fund's investment
policy limiting investments in illiquid securities to 15% of the Fund's
assets.

The Fund may also enter into "forward roll" transactions with mortgage-backed
securities. The Fund sells mortgage-backed securities it holds to banks or
other buyers and simultaneously agrees to repurchase a similar security from
that party at a later date at an agreed-upon price. Forward rolls are
considered to be a borrowing. The Fund is required to place liquid assets in a
segregated account with its custodian bank in an amount equal to its
obligation under the forward roll. The main risk of this investment strategy
is risk of default by the counterparty.

The Fund may also invest in asset-backed securities, which are securities that
represent fractional undivided interests in pools of consumer loans and trade
receivables, similar in structure to the mortgage-backed securities in which
the Fund may invest, described above. Payments of principal and interest are
passed through to holders of asset-backed securities and are typically
supported by some form of credit enhancement, such as a letter of credit,
surety bond, limited guarantee by another entity or having a priority to
certain of the borrower's other securities. The degree of credit enhancement
varies, and generally applies to only a fraction of the asset-backed
security's par value until exhausted.

RISK FACTORS. The securities in which Strategic Bond Fund principally invest
are considered speculative and involve greater risk than lower yielding, higher
rated fixed-income securities, while providing higher yields than such
securities. Lower rated securities may be less liquid, and significant losses
could be experienced if a substantial number of other holders of such securities
decide to sell at the same time. Other risks may involve the default of the
issuer or price changes in the issuer's securities due to changes in the
issuer's financial strength or economic conditions. Issuers of lower rated or
unrated securities are generally not as financially secure or creditworthy as
issuers of higher-rated securities. These Funds are not obligated to dispose of
securities when issuers are in default or if the rating of the security is
reduced. These risks are discussed in more detail in the Statement of
Additional Information.

INVESTMENT OBJECTIVES AND POLICIES - CAPITAL APPRECIATION FUND, GROWTH FUND AND
GLOBAL SECURITIES FUND.

CAPITAL APPRECIATION FUND. In seeking its objective of capital appreciation,
Capital Appreciation Fund will emphasize investments in securities of "growth-
type" companies. Such companies are believed to have relatively favorable long-
term prospects for increasing demand for their goods or services, or to be
developing new products, services or markets, and normally retain a relatively
larger portion of their earnings for research, development and investment in
capital assets. "Growth-type" companies may also include companies developing
applications for recent scientific advances. Capital Appreciation Fund may also
invest in cyclical industries and in "special situations" that the Manager
believes present opportunities for capital growth. "Special situations" are
anticipated acquisitions, mergers or other unusual developments which, in the
opinion of the Manager, will increase the value of an issuer's securities,
regardless of general business conditions or market movements. An additional
risk is present in this type of investment since the price of the security may
be expected to decline if the anticipated development fails to occur.

9
<PAGE>

GROWTH FUND. In seeking its objective of capital appreciation, Growth Fund will
emphasize investments in securities of well-known and established companies.
Such securities generally have a history of earnings and dividends and are
issued by seasoned companies (having an operating history of at least five
years, including predecessors). Current income is a secondary consideration in
the selection of Growth Fund's portfolio securities.

GLOBAL SECURITIES FUND. The objective of Global Securities Fund is to seek
long-term capital appreciation. Current income is not an objective. In seeking
its objective, the Fund will invest a substantial portion of its invested assets
in securities of foreign issuers, "growth-type" companies (those which, in the
opinion of the Manager, have relatively favorable long-term prospects for
increasing demand or which develop new products and retain a significant part of
earnings for research and development), cyclical industries (e.g. base metals,
paper and chemicals) and special investment situations which are considered to
have appreciation possibilities (e.g., private placements of start-up
companies). The Fund may invest without limit in "foreign securities" (as
defined below in "Other Investment Techniques and Strategies - Foreign
Securities") and thus the relative amount of such investments will change from
time to time. It is currently anticipated that Global Securities Fund may
invest as much as 80% or more of its total assets in foreign securities. Under
normal market conditions, the Fund will invest its total assets in securities of
issuers traded in markets of at least three countries (which may include the
United States). See "Other Investment Techniques and Strategies - Foreign
Securities," below, for further discussion as to the possible rewards and risks
of investing in foreign securities and as to additional diversification
requirements for the Fund's foreign investments.

CAN THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES CHANGE? The Funds have
investment objectives, described above, as well as investment policies each
follows to try to achieve its objectives. Additionally, the Funds use certain
investment techniques and strategies in carrying out those investment policies.
The Funds' investment policies and techniques are not "fundamental" unless this
Prospectus or the Statement of Additional Information says that a particular
policy is "fundamental." Each Fund's investment objectives are fundamental
policies.

The Trust's Board of Trustees may change non-fundamental policies without
shareholder approval, although significant changes will be described in
amendments to this Prospectus. Fundamental policies are those that cannot be
changed without the approval of a "majority" of the Fund's outstanding voting
shares. The term "majority" is defined in the Investment Company Act to be a
particular percentage of outstanding voting shares (and this term is explained
in the Statement of Additional Information).

OTHER INVESTMENT TECHNIQUES AND STRATEGIES. Some of the Funds can also use the
investment techniques and strategies described below. These techniques involve
certain risks. The Statement of Additional Information contains more information
about these practices, including limitations on their use that are designed to
reduce some of the risks.

SPECIAL RISKS - BORROWING FOR LEVERAGE. From time to time, Capital Appreciation
Fund, Strategic Bond Fund, Growth Fund and Global Securities Fund may borrow
money from banks to buy securities. These Funds will borrow only if they can do
so without putting up assets as security for a loan. This is a speculative
investment method known as "leverage." This investing technique may subject the
Fund to greater risks and costs than funds that do not borrow. These risks may
include the possibility that a Fund's net asset value per share will fluctuate
more than funds that don't borrow, since a Fund pays interest on borrowings and
interest expense affects a Fund's share price and yield. Growth Fund may borrow
only up to 5% of the value of its total assets and Global Securities Fund may
borrow up to 10% of the value of its total assets. Global Securities Fund will
not borrow, if as a result of such borrowing more than 25% of its total assets
would consist of investments in when-issued or delayed delivery securities or
borrowed funds. Borrowing for Leverage is subject to regulatory limits
described in more detail in "Borrowing" in the Statement of Additional
Information.

Pursuant to an undertaking by Capital Appreciation Fund, Strategic Bond Fund and
Global Securities Fund, borrowing by each such Fund is limited to 25% of the
value of its net assets, which is further limited to 10% if the borrowing is for
a purpose other than to facilitate redemptions. Neither percentage limitation
is a fundamental policy.

INVESTMENTS IN SMALL, UNSEASONED COMPANIES. Capital Appreciation Fund, Growth
Fund, Global Securities Fund and Strategic Bond Fund may each invest in
securities of small, unseasoned companies. These are companies that have been
in operation for less than three years, counting the operations of any
predecessors. Securities of these companies may have limited liquidity (which
means that the Fund may have difficulty selling them at an acceptable price when
it wants to) and the prices of these securities may be volatile. It is not
currently intended that investments in securities of companies (including
predecessors) that have operated less than three years will exceed 5% of the net
assets of Growth Fund. Capital Appreciation Fund, Global Securities Fund and
Strategic Bond Fund are not subject to this restriction.

PARTICIPATION INTERESTS. Strategic Bond Fund and Global Securities Fund may
acquire participation interests in U.S. dollar-denominated loans that are made
to U.S. or foreign companies (the "borrower"). They may be interests in, or
assignments of, the loan, and are acquired from the banks or brokers that have
made the loan or are members of the lending syndicate. No more than 5% of a
Fund's net assets can be invested in participation interests of the same
borrower. The Manager has set certain creditworthiness standards for issuers of
loan participations, and monitors their creditworthiness. The value of loan
participation interests primarily depends upon the creditworthiness of the
borrower, and its ability to pay interest and principal. Borrowers may have
difficulty making payments. If a borrower fails to make scheduled interest or
principal payments, the Fund could experience a decline in the net asset value
of its shares. Some borrowers may have senior securities rated as low as "C" by
Moody's or "D" by Standard & Poor's, but may be deemed acceptable credit risks.
Participation interests are subject to each Fund's limitations on investments in
illiquid securities. See "Illiquid and Restricted Securities" below.

FOREIGN SECURITIES. Each Fund may purchase "foreign securities" that is,
securities of companies organized under the laws of countries other than the
United States that are traded

10
<PAGE>

on foreign securities exchanges or in the foreign over-the-counter markets.
Securities of foreign issuers that are represented by American Depository
Receipts ("ADRs"), or that are listed on a U.S. securities exchange or are
traded in the United States over-the-counter markets are not considered "foreign
securities" for this purpose because they are not subject to many of the special
considerations and risks (discussed below and in the Statement of Additional
Information) that apply to foreign securities traded and held abroad. If a
Fund's securities are held abroad, the countries in which such securities may be
held and the sub-custodians holding them must be approved by the Fund's Board of
Trustees under applicable SEC rules. Each Fund may also invest in debt
obligations issued or guaranteed by foreign corporations, certain supranational
entities (such as the World Bank) and foreign governments (including political
subdivisions having taxing authority) or their agencies or instrumentalities,
subject to the investment policies described above. Foreign securities which the
Funds may purchase may be denominated in U.S. dollars or in non-U.S. currencies.
The Funds may convert U.S. dollars into foreign currency, but only to effect
securities transactions and not to hold such currency as an investment, other
than in hedging transactions (see "Hedging" below).

It is currently intended that each Fund (other than Global Securities Fund or
Strategic Bond Fund) will invest no more than 25% of its total assets in foreign
securities or in government securities of any foreign country or in obligations
of foreign banks. Global Securities Fund and Strategic Bond Fund have no
restrictions on the amount of their assets that may be invested in foreign
securities. Investments in securities of issuers in non-industrialized
countries generally involve more risk and may be considered highly speculative.

The Funds have undertaken to comply with the foreign country diversification
guidelines of Section 10506 of the California Insurance Code, as follows:
Whenever a Fund's investment in foreign securities exceeds 25% of its net
assets, it will invest its assets in securities of issuers located in a minimum
of two different foreign countries; this minimum is increased to three foreign
countries if foreign investments comprise 40% or more of a Fund's net assets, to
four if 60% or more and to five if 80% or more. In addition, no such Fund will
have more than 20% of its net assets invested in securities of issuers located
in any one foreign country; that limit is increased to 35% for Australia,
Canada, France, Japan, the United Kingdom or Germany.

The percentage of each Fund's assets that will be allocated to foreign
securities will vary depending on the relative yields of foreign and U.S.
securities, the economies of foreign countries, the condition of their financial
markets, the interest rate climate of such countries, and the relationship of
such countries' currencies to the U.S. dollar. These factors are judged on the
basis of fundamental economic criteria (e.g., relative inflation levels and
trends, growth rate forecasts, balance of payments status, and economic
policies) as well as technical and political data. Subsequent foreign currency
losses may result in a Fund having previously distributed more income in a
particular period than was available from investment income, which could result
in a return of capital to shareholders. Each such Fund's portfolio of foreign
securities may include those of a number of foreign countries or, depending upon
market conditions and subject to the above diversification requirements those of
a single country. In summary, foreign securities markets may be less liquid and
more volatile than the markets in the U.S. Risks of foreign securities
investing may include foreign withholding taxation, changes in currency rates or
currency blockage, currency exchange costs, difficulty in obtaining and
enforcing judgments against foreign issuers, relatively greater brokerage and
custodial costs, risk of expropriation or nationalization of assets, less
publicly available information, and differences between domestic and foreign
legal, auditing, brokerage and economic standards. See "Investment Objectives
and Policies - Foreign Securities" in the Statement of Additional Information
for further details.

WARRANTS AND RIGHTS. Warrants basically are options to purchase stock at set
prices that are valid for a limited period of time. Rights are options to
purchase securities, normally granted to current holders by the issuer. Each of
the Funds may invest up to 5% of its total assets in warrants and rights. That
5% does not apply to warrants and rights that have been acquired as part of
units with other securities or that were attached to other securities. No more
than 2% of each such Fund's total assets may be invested in warrants that are
not listed on either the New York or American Stock Exchanges. For further
details about these investments, see "Warrants and Rights" in the Statement of
Additional Information.

REPURCHASE AGREEMENTS. Each Fund may acquire securities that are subject to
repurchase agreements to generate income while providing liquidity. In a
repurchase transaction, the Fund buys a security and simultaneously sells it to
the vendor for delivery at a future date. Repurchase agreements must be fully
collateralized. However, if the vendor fails to pay the resale price on the
delivery date, the Fund may incur costs in disposing of the collateral and may
experience losses if there is any delay in its ability to do so. No Fund will
enter into a repurchase agreement that causes more than 15% of its net assets to
be subject to repurchase agreements having a maturity beyond seven days. There
is no limit on the amount of a Fund's net assets that may be subject to
repurchase agreements of seven days or less.

ILLIQUID AND RESTRICTED SECURITIES. Under the policies and procedures
established by the Board of Trustees, the Manager determines the liquidity of a
Fund's investments. Investments may be illiquid because of the absence of a
trading market, making it difficult to value them or dispose of them promptly at
an acceptable price. A restricted security is one that has a contractual
restriction on resale or cannot be sold publicly until it is registered under
the Securities Act of 1933. No Fund will invest more than 15% of its net assets
in illiquid or restricted securities; no Fund presently intends to invest more
than 10% of its net assets in illiquid or restricted securities. This policy
applies to participation interests, bank time deposits, master demand notes and
repurchase transactions maturing in more than seven days, over-the-counter
("OTC") options held by any Fund and that portion of assets used to cover such
OTC options [Global Securities and Strategic Bond Funds]; it does not apply to
certain restricted securities that are eligible for resale to qualified
institutional purchasers.

LOANS OF PORTFOLIO SECURITIES. To attempt to increase its income, each Fund may
lend its portfolio securities to brokers, dealers and other financial
institutions. These loans

11
<PAGE>

are limited to 25% of the Fund's net assets and are subject to other conditions
described in the Statement of Additional Information. The Funds presently do not
intend to lend portfolio securities, but if any Fund does, the value of
securities loaned is not expected to exceed 5% of the value of that Fund's total
assets.

"WHEN-ISSUED" OR DELAYED DELIVERY TRANSACTIONS. Each Fund may purchase
securities on a "when-issued" basis and may purchase or sell securities on a
"delayed delivery" basis. These terms refer to securities that have been created
and for which a market exists, but which are not available for immediate
delivery. There may be a risk of loss to a Fund if the value of the security
changes prior to the settlement date.

HEDGING. As described below, the Funds may purchase and sell certain kinds of
futures contracts, put and call options, forward contracts, and options on
futures and broadly-based stock or bond indices, or enter into interest rate
swap agreements. These are all referred to as "hedging instruments." The Funds
do not use hedging instruments for speculative purposes, and have limits on the
use of them, described below. The hedging instruments the Funds may use are
described below and in greater detail in "Other Investment Techniques and
Strategies" in the Statement of Additional Information.

The Funds may buy and sell options, futures and forward contracts for a number
of purposes. They may do so to try to manage their exposure to the possibility
that the prices of their portfolio securities may decline, or to establish a
position in the securities market as a temporary substitute for purchasing
individual securities. Strategic Bond Fund may do so to try to manage its
exposure to changing interest rates. Some of these strategies, such as selling
futures, buying puts and writing covered calls, hedge the Funds' portfolio
against price fluctuations.

Other hedging strategies, such as buying futures and call options, tend to
increase the Funds' exposure to the securities market. Forward contracts are
used to try to manage foreign currency risks on Funds' foreign investments.
Foreign currency options are used to try to protect against declines in the
dollar value of foreign securities the Funds own, or to protect against an
increase in the dollar cost of buying foreign securities. Writing covered call
options may also provide income to the Funds for liquidity purposes or to raise
cash to distribute to shareholders.

FUTURES. Global Securities Fund, Capital Appreciation Fund, Growth Fund and
Strategic Bond Fund may buy and sell futures contracts that relate to broadly-
based stock indices (these are referred to as Stock Index Futures). Strategic
Bond Fund and Global Securities Fund may buy and sell futures contracts that
relate to interest rates (these are referred to as Interest Rate Futures).
These types of Futures are described in "Hedging" in the Statement of Additional
Information.

PUT AND CALL OPTIONS. The Funds may buy and sell certain kinds of put options
(puts) and call options (calls).

The Funds may buy calls only on securities, broadly-based stock and bond
indices, foreign currencies and Futures that the Fund is permitted to buy and
sell (as explained above) or to terminate their obligation on a call that the
Fund previously wrote. The Funds may write (that is, sell) covered call options
on up to 100% of each Fund's assets. When a Fund writes a call, it receives
cash (called a premium). The call gives the buyer the ability to buy the
investment on which the call was written from that Fund at the call price during
the period in which the call may be exercised. If the value of the investment
does not rise above the call price, it is likely that the call will lapse
without being exercised, while the Fund keeps the cash premium (and the
investment).

The Funds may purchase put options. Buying a put on an investment gives that
Fund the right to sell the investment at a set price to a seller of a put on
that investment. The Funds can buy only those puts that relate to (1)
securities (whether or not that Fund owns such securities), (2) Futures that the
Fund is permitted to buy and sell (as explained above), (3) broadly-based stock
or bond indices or (4) foreign currencies. A Fund can buy a put on a Future
whether or not that Fund owns the particular Future in its portfolio. A Fund
may not sell a put other than a put that it previously purchased.

The Funds may buy and sell puts and calls only if certain conditions are met:
(1) calls the Funds buy or sell must be listed on a securities or commodities
exchange, or quoted on the Automated Quotation System of the National
Association of Securities Dealers, Inc. ("NASDAQ"); (2) in the case of puts and
calls on foreign currency, they must be traded on a securities or commodities
exchange, or in the over-the-counter market, or quoted by recognized dealers in
those options; (3) none of the Funds will write puts if, as a result, more than
50% of its net assets would be required to be segregated liquid assets; (4) each
call the Funds write must be "covered" while it is outstanding: that means a
Fund must own the investment on which the call was written or it must own other
securities that are acceptable for the escrow arrangements required for calls;
(5) a Fund may write calls on Futures contracts it owns, but these calls must be
covered by securities or other liquid assets the Fund owns and segregates to
enable it to satisfy its obligations if the call is exercised; (6) a call or put
option may not be purchased if the value of all of a Fund's put and call options
would exceed 5% of that Fund's total assets.

If a call written by a Fund is exercised, the Fund forgoes any possible profit
from an increase in the market price of the underlying security over the
exercise price less the commissions paid on the sale. In addition, the Fund
could experience capital losses which might cause previously distributed short-
term capital gains to be recharacterized as non-taxable return of capital to
shareholders.

FORWARD CONTRACTS. Forward contracts are foreign currency exchange contracts.
They are used to buy or sell foreign currency for future delivery at a fixed
price. The Funds use them to "lock-in" the U.S. dollar price of a security
denominated in a foreign currency that a Fund has bought or sold, or to protect
against losses from changes in the relative values of the U.S. dollar and a
foreign currency. Such Funds may also use "cross hedging," where a Fund hedges
against changes in currencies other than the currency in which a security it
holds is denominated.

INTEREST RATE SWAPS. Strategic Bond Fund can also enter into interest rate swap
transactions. In an interest rate swap, a Fund and another party exchange their
right to receive or their obligation to pay interest on a security. For
example, they may swap a right to receive floating rate payments for fixed rate
payments. A Fund enters into swaps only on securities it owns. Each of these
Funds may not enter into

12
<PAGE>

swaps with respect to more than 50% of its total assets. Also, each Fund will
segregate liquid assets (such as cash or U.S. Government securities) to cover
any amounts it could owe under swaps that exceed the amounts it is entitled to
receive, and it will adjust that amount daily, as needed.

Hedging instruments can be volatile investments and may involve special risks.
The use of hedging instruments requires special skills and knowledge of
investment techniques that are different than what is required for normal
portfolio management. If the Manager uses a hedging instrument at the wrong time
or judges market conditions incorrectly, hedging strategies may reduce that
Fund's return. A Fund could also experience losses if the prices of its futures
and options positions were not correlated with its other investments or if it
could not close out a position because of an illiquid market for the future or
option.

Options trading involves the payment of premiums and has special tax effects on
the Funds. There are also special risks in particular hedging strategies. If a
covered call written by a Fund is exercised on a security that has increased in
value, that Fund will be required to sell the security at the call price and
will not be able to realize any profit if the security has increased in value
above the call price. The use of forward contracts may reduce the gain that
would otherwise result from a change in the relationship between the U.S. dollar
and a foreign currency. To limit its exposure in foreign currency exchange
contracts, each Fund limits its exposure to the amount of its assets denominated
in the foreign currency. Interest rate swaps are subject to credit risks (if the
other party fails to meet its obligations) and also to interest rate risks. The
Funds could be obligated to pay more under their swap agreements they receive
under them, as a result of interest rate changes. These risks are described in
greater detail in the Statement of Additional Information.

DERIVATIVE INVESTMENTS. Each Fund can invest in a number of different kinds of
"derivative investments." Such Funds may use some types of derivatives for
hedging purposes, and may invest in others because they offer the potential for
increased income and principal value. In general, a "derivative investment" is a
specially-designed investment whose performance is linked to the performance of
another investment or security, such as an option, future, index or currency. In
the broadest sense, derivative investments include exchange-traded options and
futures contracts (please refer to "Hedging").

One risk of investing in derivative investments is that the company issuing the
instrument might not pay the amount due on the maturity of the instrument. There
is also the risk that the underlying investment or security might not perform
the way the Manager expected it to perform. The performance of derivative
investments may also be influenced by interest rate changes in the U.S. and
abroad. All of these risks can mean that a Fund will realize less income than
expected from its investments, or that it can lose part of the value of its
investments, which will affect that Fund's share price. Certain derivative
investments held by the Funds may trade in the over-the-counter markets and may
be illiquid. If that is the case, the Funds' investment in them will be limited,
as discussed in "Illiquid and Restricted Securities."

Another type of derivative the Funds may invest in is an "index-linked" note. On
the maturity of this type of debt security, payment is made based on the
performance of an underlying index, rather than based on a set principal amount
for a typical note. Another derivative investment such Funds may invest in are
currency-indexed securities. These are typically short-term or intermediate-term
debt securities. Their value at maturity or the interest rates at which they pay
income are determined by the change in value of the U.S. dollar against one or
more foreign currencies or an index. In some cases, these securities may pay an
amount at maturity based on a multiple of the amount of the relative currency
movements. This variety of index security offers the potential for greater
income but at a greater risk of loss.

Other derivative investments the Funds may invest in include "debt exchangeable
for common stock" of an issuer or "equity-linked debt securities" of an issuer.
At maturity, the debt security is exchanged for common stock of the issuer or is
payable in an amount based on the price of the issuer's common stock at the time
of maturity. In either case there is a risk that the amount payable at maturity
will be less than the principal amount of the debt (because the price of the
issuer's common stock is not as high as was expected).

PORTFOLIO TURNOVER. A change in the securities held by the Fund is known as
"portfolio turnover." The Funds may engage frequently in short-term trading to
try to achieve their objectives. High turnover and short-term trading involve
correspondingly greater commission expenses and transaction costs for Capital
Appreciation Fund, Growth Fund and Global Securities Fund and to a lesser
extent, higher transaction costs for Strategic Bond Fund. The "Financial
Highlights," above show the portfolio turnover for the past fiscal years for
each Fund which is not expected to exceed a portfolio turnover rate of 200% in
the current fiscal year. If any Fund derives 30% or more of its gross income
from the sale of securities held less than three months, it may fail to qualify
under the tax laws as a regulated investment company (see "Dividends, Capital
Gains and Taxes," below).

SHORT SALES AGAINST-THE-BOX. In a short sale, the seller does not own the
security that is sold, but normally borrows the security to fulfill its delivery
obligation. The seller later buys the security to repay the loan, in the
expectation that the price of the security will be lower when the purchase is
made, resulting in a gain. The Funds may not sell securities short except that
each Fund may sell securities short in collateralized transactions referred to
as "short sales against-the-box." No more than 15% of any Fund's net assets will
be held as collateral for such short sales at any one time.

OTHER INVESTMENT RESTRICTIONS

Each of the Funds has certain investment restrictions which, together with its
investment objective, are fundamental policies. Under some of those
restrictions, each Fund cannot: (1) with respect to 75% of its total assets,
invest in securities (except those of the U.S. Government or its agencies or
instrumentalities) of any issuer if immediately thereafter, either (a) more than
5% of that Fund's total assets would be invested in securities of that issuer,
or (b) that Fund would then own more than 10% of that issuer's voting securities
or 10% in principal amount of the outstanding debt securities of that issuer
(the latter limitation on debt securities does not apply to Strategic Bond
Fund); (2) lend money except in connection with the acquisition of debt
securities which a Fund's

13
<PAGE>

investment policies and restrictions permit it to purchase; the Funds may also
make loans of portfolio securities (see "Loans of Portfolio Securities"); (3)
pledge, mortgage or hypothecate any assets to secure a debt; the escrow
arrangements which are involved in options trading are not considered to involve
such a mortgage, hypothecation or pledge; (4) concentrate investments in any
particular industry; therefore these Funds will not purchase the securities of
issuers primarily engaged in the same industry if more than 25% of the total
value of that Fund's assets would (in the absence of special circumstances)
consist of securities of companies in a single industry; and (5) deviate from
the percentage requirements and other restrictions listed under "Warrants and
Rights," and the first paragraph under "Special Risks-Borrowing for Leverage."
None of the percentage limitations and restrictions described above and in the
Statement of Additional Information for the Funds with respect to writing
covered calls, hedging, short sales and derivatives is a fundamental policy.

All of the percentage restrictions described above and elsewhere in this
Prospectus, other than those described under "Other Investment Techniques and
Strategies--Special Risks-Borrowing for Leverage," apply only at the time a Fund
purchases a security. A Fund need not dispose of a security merely because the
size of the Fund's assets has changed or the security has increased in value
relative to the size of the Fund. There are other fundamental policies
discussed in the Statement of Additional Information. The Trustees of the Trust
are required to monitor events to identify any irreconcilable conflicts which
may arise between the variable life insurance policies and variable annuity
contracts that invest in the Funds. Should any conflict arise which ultimately
requires that any substantial amount of assets be withdrawn from any Fund, its
operating expenses could increase.

HOW THE FUNDS ARE MANAGED

ORGANIZATION AND HISTORY. The Trust was organized in 1984 as a Massachusetts
business trust. The Trust is an open-end, diversified management investment
company, with an unlimited number of authorized shares of beneficial interest.
It consists of nine separate Funds. As noted above, this Prospectus describes
four of those Funds: Growth Fund, organized in 1984, Capital Appreciation Fund,
organized in 1986, Global Securities Fund, organized in 1990 and Strategic Bond
Fund, organized in 1993.

The Trust is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law. The Trustees
meet periodically throughout the year to oversee the Funds' activities, review
performance, and review the actions of the Manager. "Trustees and Officers of
the Trust" in the Statement of Additional Information names the Trustees and
provides more information about them and the officers of the Trust. Although
the Trust is not required by law to hold annual meetings, it may hold
shareholder meetings from time to time on important matters, and shareholders
have the right to call a meeting to remove a Trustee or to take other action
described in the Trust's Declaration of Trust.

THE MANAGER AND ITS AFFILIATES. The Funds are managed by the Manager,
Oppenheimer Management Corporation, which is responsible for selecting the
Funds' investments and handles its day-to-day business. The Manager carries out
its duties, subject to the policies established by the Board of Trustees, under
Investment Advisory Agreements for each Fund which state the Manager's
responsibilities. The Agreements set forth the fees paid by each Fund to the
Manager and describe the expenses that each Fund is responsible to pay to
conduct its business.

The Manager has operated as an investment adviser since 1959. The Manager
(including a subsidiary) currently manages investment companies, including other
OppenheimerFunds, with assets of more than $29 billion as of December 31, 1994,
and with more than 2.4 million shareholder accounts. The Manager is owned by
Oppenheimer Acquisition Corp., a holding company that is owned in part by senior
officers of the Manager and controlled by Massachusetts Mutual Life Insurance
Company, a mutual life insurance company.

PORTFOLIO MANAGERS. The Portfolio Managers of Strategic Bond Fund are David P.
Negri and Arthur P. Steinmetz. They are the persons principally responsible for
the day-to-day management of those Funds since May 1993. During the past five
years, Messrs. Steinmetz and Negri have also served as officers of other
OppenheimerFunds. The Portfolio Manager of Global Securities Fund is George
Evans. He has been the person principally responsible for the day-to-day
management of that Fund since February, 1991. During the past five years, he
has also served as an Associate Portfolio Manager for other OppenheimerFunds and
formerly served as an international equities portfolio manager/analyst with
Brown Brothers Harriman & Co. The Portfolio Manager of Growth Fund is Jane
Putnam. She has been the person principally responsible for the day-to-day
management of that Fund's portfolio since May 1994. During the past five years,
Ms. Putnam has also served as an Associate Portfolio Manager for other
OppenheimerFunds and formerly served as a portfolio manager and equity research
analyst for Chemical Bank. The Portfolio Manager of Capital Appreciation Fund
is Paul LaRocco. He has been the person principally responsible for the day-to-
day management of that Fund's portfolio since January 1994. During the past
five years, he has also served as an Associate Portfolio Manager for other
OppenheimerFunds and formerly served as a securities analyst with Columbus
Circle Investors, prior to which he was an investment analyst for Chicago Title
& Trust Co. Messrs. Negri and Evans are Vice Presidents of the Manager, Mr.
Steinmetz is a Senior Vice President of the Manager, and Ms. Putnam and Mr.
LaRocco are Assistant Vice Presidents of the Manager. Each of the Portfolio
Managers named above are also Vice Presidents of the Trust.

FEES AND EXPENSES. The monthly management fee payable to the Manager is computed
separately on the net assets of each Fund as of the close of business each day.
The management fee rates that became effective September 1, 1994 are as follows:
(i) for Capital Appreciation Fund, Growth Fund and Global Securities Fund: 0.75%
of the first $200 million of net assets, 0.72% of the next $200 million, 0.69%
of the next $200 million, 0.66% of the next $200 million, and 0.60% of net
assets over $800 million; and (ii) for Strategic Bond Fund: 0.75% of the first
$200 million of net assets, 0.72% of the next $200 million, 0.69% of the next
$200 million, 0.66% of the next $200 million, 0.60% of the next $200 million,
and 0.50% of net assets over $1 billion. The management fee rates in effect
prior to September 1, 1994 are contained in note 8 to the Funds' financial
statements included in the Statement of Additional Information.

14
<PAGE>

During the fiscal year ended December 31, 1994, the management fee (computed on
an annualized basis as a percentage of the net assets of all the Funds as of the
close of business each day) and the total operating expenses as a percentage of
average net assets of each Fund, when restated to reflect the current management
fee rates described above and the current limitation on expenses described in
the Statement of Additional Information, were as follows:
<TABLE>
<CAPTION>
TOTAL
MANAGEMENT OPERATING
FEES EXPENSES(1)
<S> <C> <C>
Capital Appreciation Fund .75% .80%
Growth Fund .75% .81%
Global Securities Fund .75% .95%
Strategic Bond Fund .75% .93%
</TABLE>

- --------------------
(1) This table does not reflect expenses that apply at the separate account
level or to related insurance products.

The Funds pay expenses related to their daily operations, such as custodian
fees, Trustees' fees, transfer agency fees, legal and auditing costs. Those
expenses are paid out of the Funds' assets and are not paid directly by
shareholders. However, those expenses reduce the net asset value of shares, and
therefore are indirectly borne by shareholders through their investment. More
information about the investment advisory agreement is contained in the
Statement of Additional Information.

There is also information about the Funds' brokerage policies and practices in
"Brokerage Policies of the Funds" in the Statement of Additional Information.
That section discusses how brokers and dealers are selected for the Funds'
portfolio transactions. When deciding which brokers to use, the Manager is
permitted by the investment advisory agreements to consider whether brokers have
sold shares of the Funds or any other funds for which the Manager serves as
investment adviser.

SHAREHOLDER INQUIRIES. Inquiries by policyowners for Account information are to
be directed to the insurance company issuing the Account at the address or
telephone number shown in the accompanying Account Prospectus.

PERFORMANCE OF THE FUNDS

EXPLANATION OF PERFORMANCE TERMINOLOGY. Strategic Bond Fund uses the terms
"yield," "total return," and "average annual total return" to illustrate
performance. All the Funds use the terms "average annual total return" and
"total return" to illustrate their performance. This performance information
may be useful to help you see how well your investment has done and to compare
it to other funds or market indices, as we have done below.

It is important to understand that the Funds' total returns and yields represent
past performance and should not be considered to be predictions of future
returns or performance. This performance data is described below, but more
detailed information about how total returns and yields are calculated is
contained in the Statement of Additional Information, which also contains
information about other ways to measure and compare the Funds' performance.
Each Fund's investment performance will vary over time, depending on market
conditions, the composition of the portfolio and expenses.

YIELDS. Yield for Strategic Bond Fund will be computed in a standardized manner
for mutual funds, by dividing that Fund's net investment income per share earned
during a 30-day base period by the maximum offering price (equal to the net
asset value) per share on the last day of the period. This yield calculation is
compounded on a semi-annual basis, and multiplied by 2 to provide an annualized
yield. The Statement of Additional Information describes a dividend yield and a
distribution return that may also be quoted for these Funds.

TOTAL RETURNS. There are different types of total returns used to measure each
Fund's performance. Total return is the change in value of a hypothetical
investment in the Fund over a given period, assuming that all dividends and
capital gains distributions are reinvested in additional shares. The cumulative
total return measures the change in value over the entire period (for example,
ten years). An average annual total return shows the average rate of return for
each year in a period that would produce the cumulative total return over the
entire period. However, average annual total returns do not show the Funds'
actual year-by-year performance.

HOW HAVE THE FUNDS PERFORMED? Below is a discussion by the Manager of the Funds'
performance during their last fiscal year ended December 31, 1994, followed by a
graphical comparison of each Fund's performance to an appropriate broad-based
market index.

MANAGEMENT'S DISCUSSION OF PERFORMANCE. During the Funds' fiscal year ended
December 31, 1994, the Manager emphasized the following investment strategies
and techniques. For CAPITAL APPRECIATION FUND, stocks of well-managed,
innovative companies in sectors with high potential were emphasized, including
technology, health care and consumer cyclicals, such as specialty retailing.
For GROWTH FUND, consumer and industrial company stocks were emphasized,
including financial, technology and health care issues. For GLOBAL SECURITIES
FUND, emerging markets such as Latin America were emphasized, including stocks
with strong earnings potential driven by corporate restructurings and the
privatization of state-owned industries. For STRATEGIC BOND FUND, corporate
bonds in U.S. companies that derive a large percentage of their earnings from
Europe were emphasized, foreign fixed-income securities were emphasized in Latin
American, Asian and Eastern European countries, and U.S. government securities
of a longer term were emphasized.

COMPARING EACH FUND'S PERFORMANCE TO THE MARKET. The charts below show the
performance of hypothetical $10,000 investments in each Fund held until December
31, 1994. Performance information does not reflect charges that apply to
separate accounts investing in the Funds and is not restated to reflect the
increased management fee rates that took effect September 1, 1994. If these
charges and expenses were taken into account, performance would be lower.

The performance of Capital Appreciation Fund and Growth Fund is compared to the
performance of the S&P 500 Index, a broad-based index of equity securities
widely regarded as a general measurement of the performance of the U.S. equity
securities market. Global Securities Fund's performance is compared to the
Morgan Stanley World Index, an unmanaged index of issuers listed on the stock
exchanges of 20 foreign countries and the U.S., and is widely recognized as a
measure of global stock market performance. Strategic Bond Fund's

15
<PAGE>

performance is compared to the Lehman Brothers Aggregate Bond Index and the
Salomon Brothers World Government Bond Index. The Salomon Brothers World
Government Bond Index is an unmanaged index of fixed-rate bonds having a
maturity of one year or more, and is widely recognized as a benchmark of fixed
income performance on a world-wide basis. Index performance reflects the
reinvestment of dividends but does not consider the effect of capital gains or
transaction costs, and none of the data below shows the effect of taxes. Also,
a Fund's performance reflects the effect of that Fund's business and operating
expenses. While index comparisons may be useful to provide a benchmark for a
Fund's performance, it must be noted that the Fund's investments are not limited
to the securities in the one index. Moreover, the index performance data does
not reflect any assessment of the risk of the investments included in the index.

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Capital Appreciation Fund and S&P 500 Index

[GRAPH APPEARS HERE]

1 year -7.59%
5 years 11.81%
Life of Fund 13.28%

(1) The inception date of the Fund was 8/15/86. The average annual total returns
and the ending accounting value in the graph reflect reinvestment of all
dividends and capital gains distributions.
Past performance is not predictive of future performance.
Graphs are not drawn to same scale.

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Global Securities Fund and Morgan Stanley World Index

[GRAPH APPEARS HERE]

1 year -5.72%
Life of Fund 11.15%

(1) The inception date of the Fund was 11/12/90. The average annual total
returns and the ending account value in the graph reflect reinvestment of all
dividends and capital gains distributions.

Past performance is not predictive of future performance.
Graphs are not drawn to same scale.

16
<PAGE>

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Growth Fund and the S&P 500 Index

[GRAPH APPEARS HERE]
<TABLE>

<S> <C>
1 year 0.97%
5 years 7.40%
Life of Fund 11.44%

</TABLE>

(1) The inception date of the Fund was 4/3/85. The average annual total returns
and the ending account value in the graph reflect reinvestment of all dividends
and capital gains distributions.
Past performance is not predictive of future performance.
Graphs are not drawn to same scale.

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Strategic Bond Fund, Lehman Brothers Aggregate Bond Index and
Salomon Brothers World Government Bond Index

[GRAPH APPEARS HERE]

<TABLE>

- ----------------------------
(1) The inception date of the Fund was 5/3/93. The average annual total returns
and the ending account value in the graph reflect reinvestment of all dividends
and capital gains distributions.
Past Performance is not predictive of future performance.
Graphs are not drawn to same scale.

17
<PAGE>

ABOUT YOUR ACCOUNT

HOW TO BUY SHARES

Shares of each Fund are offered only for purchase by Accounts as an investment
medium for variable life insurance policies and variable annuity contracts, as
described in the accompanying Account Prospectus. The sale of shares will be
suspended during any period when the determination of net asset value is
suspended and may be suspended by the Board of Trustees whenever the Board
judges it in that Fund's best interest to do so. Shares of each Fund are
offered at their respective offering price, which (as used in this Prospectus
and the Statement of Additional Information) is net asset value (without sales
charge).

All purchase orders are processed at the offering price next determined after
receipt by the Trust of a purchase order in proper form. The offering price
(and net asset value) is determined as of the close of The New York Stock
Exchange, which is normally 4:00 P.M., New York time, but may be earlier on some
days. Net asset value per share of each Fund is determined by dividing the
value of that Fund's net assets by the number of its shares outstanding. The
Board of Trustees has established procedures for valuing each Fund's securities.
In general, those valuations are based on market value.

HOW TO SELL SHARES

Payment for shares tendered by an Account for redemption is made ordinarily in
cash and forwarded within seven days after receipt by the Trust's transfer
agent, Oppenheimer Shareholder Services (the "Transfer Agent"), of redemption
instructions in proper form, except under unusual circumstances as determined by
the Securities and Exchange Commission. The Trust understands that payment to
the Account owner will be made in accordance with the terms of the accompanying
Account Prospectus. The redemption price will be the net asset value next
determined after the receipt by the Transfer Agent of a request in proper form.
The market value of the securities in the portfolio of the Funds is subject to
daily fluctuations and the net asset value of the Funds' shares will fluctuate
accordingly. Therefore, the redemption value may be more or less than the
investor's cost.

DIVIDENDS, CAPITAL GAINS AND TAXES

DIVIDENDS AND DISTRIBUTIONS OF STRATEGIC BOND FUND. The Trust intends to
declare Strategic Bond Fund dividends quarterly, payable in March, June,
September and December.

DIVIDENDS AND DISTRIBUTIONS OF CAPITAL APPRECIATION FUND, GROWTH FUND AND GLOBAL
SECURITIES FUND. The Trust intends to declare Capital Appreciation Fund, Growth
Fund and Global Securities Fund dividends on an annual basis.

CAPITAL GAINS. Any Fund may make a supplemental distribution annually in
December out of any net short-term or long-term capital gains derived from the
sale of securities, premiums from expired calls written by the Fund, and net
profits from hedging transactions. Each such Fund may also make a supplemental
distribution of capital gains and ordinary income following the end of its
fiscal year. All dividends and capital gains distributions paid on shares of
any of the Funds are automatically reinvested in additional shares of that Fund
at net asset value determined on the distribution date. There are no fixed
dividend rates and there can be no assurance as to payment of any dividends or
the realization of any capital gains.

TAX TREATMENT TO THE ACCOUNT AS SHAREHOLDER. Dividends paid by each Fund from
its ordinary income and distributions of each Fund's net realized short-term or
long-term capital gains are includable in gross income of the Accounts holding
such shares. The tax treatment of such dividends and distributions depends on
the tax status of that Account.

TAX STATUS OF THE FUNDS. If the Funds qualify as "regulated investment
companies" under the Internal Revenue Code, the Trust will not be liable for
Federal income taxes on amounts paid as dividends and distributions from any of
the Funds. The Funds did qualify during their last fiscal year and the Trust
intends that they will qualify in current and future years. However, the Code
contains a number of complex tests relating to qualification which any Fund
might not meet in any particular year (see, e.g., "Other Investment Techniques
and Strategies - Portfolio Turnover"). If any Fund does not so qualify, it
would be treated for tax purposes as an ordinary corporation and would receive
no tax deduction for payments made to shareholders of that Fund. The above
discussion relates solely to Federal tax laws. This discussion is not
exhaustive and a qualified tax adviser should be consulted.

18
<PAGE>

APPENDIX A - DESCRIPTION OF TERMS

Some of the terms used in the Prospectus and the Statement of Additional
Information are described below:

BANK OBLIGATIONS include CERTIFICATES OF DEPOSIT which are negotiable
certificates evidencing the indebtedness of a commercial bank to repay funds
deposited with it for a definite period of time (usually 14 days to one year) at
a stated interest rate. BANKERS' ACCEPTANCES are credit instruments evidencing
the obligation of a bank to pay a draft which has been drawn on it by a
customer; these instruments reflect the obligation both of the bank and of the
drawer to pay the face amount of the instrument upon maturity. TIME DEPOSITS are
non-negotiable deposits maintained in a banking institution for a specified
period of time at a stated interest rate. BANK NOTES are short-term direct
credit obligations of the issuing bank or bank holding company.

COMMERCIAL PAPER consists of short-term (usually 1 to 270 days) unsecured
promissory notes issued by corporations in order to finance their current
operations. VARIABLE RATE MASTER DEMAND NOTES are obligations that permit the
investment of fluctuating amounts at varying rates of interest pursuant to
direct arrangement between the holder and the borrower. The holder has the
right to increase the amount under the note at any time up to the face amount,
or to decrease the amount borrowed, and the borrower may repay up to the face
amount of the note without penalty.

CORPORATE OBLIGATIONS are bonds and notes issued by corporations and other
business organizations, including business trusts, in order to finance their
long-term credit needs.

LETTERS OF CREDIT are obligations by the issuer (a bank or other person) to
honor drafts or other demands for payment upon compliance with specified
conditions.

SECURITIES ISSUED OR GUARANTEED BY THE UNITED STATES GOVERNMENT OR ITS AGENCIES
OR INSTRUMENTALITIES include issues of the United States Treasury, such as
bills, certificates of indebtedness, notes and bonds, and issues of agencies and
instrumentalities established under the authority of an act of Congress. Such
agencies and instrumentalities include, but are not limited to, Bank for
Cooperatives, Federal Financing Bank, Federal Home Loan Bank, Federal
Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage
Association and Tennessee Valley Authority. Issues of the United States Treasury
are direct obligations of the United States Government. Issues of agencies or
instrumentalities are (i) guaranteed by the United States Treasury, or (ii)
supported by the issuing agency's or instrumentality's right to borrow from the
United States Treasury, or (iii) supported by the issuing agency's or
instrumentality's own credit.

A-1
<PAGE>

APPENDIX B - DESCRIPTION OF SECURITIES RATINGS

This is a description of (i) the two highest rating categories for Short Term
Debt and Long Term Debt and (ii) additional rating categories that apply
principally to investments by Strategic Bond Fund. The rating descriptions are
based on information supplied by the Rating Organizations to subscribers.

SHORT TERM DEBT RATINGS.

Moody's Investors Service, Inc. ("Moody's"): The following rating designations
for commercial paper (defined by Moody's as promissory obligations not having
original maturity in excess of nine months), are judged by Moody's to be
investment grade, and indicate the relative repayment capacity of rated issuers:

PRIME-1: Superior capacity for repayment. Capacity will normally be evidenced
by the following characteristics: (a) leveling market positions in
well-established industries; (b) high rates of return on funds employed; (c)
conservative capitalization structures with moderate reliance on debt and ample
asset protection; (d) broad margins in earning coverage of fixed financial
charges and high internal cash generation; and (e) well established access to a
range of financial markets and assured sources of alternate liquidity.

PRIME-2: Strong capacity for repayment. This will normally be evidenced by
many of the characteristics cited above but to a lesser degree. Earnings trends
and coverage ratios, while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of no more
than 365 days) assess the likelihood of payment:

A-1: Strong capacity for timely payment. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation.

A-2: Satisfactory capacity for timely payment. However, the relative degree of
safety is not as high as for issues designated "A-1".

Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following short-term
ratings to debt obligations that are payable on demand or have original
maturities of generally up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal and investment notes:

F-1+: Exceptionally strong credit quality; the strongest degree of assurance
for timely payment.

F-1: Very strong credit quality; assurance of timely payment is only slightly
less in degree than issues rated "F-1+".

F-2: Good credit quality; satisfactory degree of assurance for timely payment,
but the margin of safety is not as great as for issues assigned "F-1+" or "F-1"
ratings.

Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for commercial
paper (defined by Duff & Phelps as obligations with maturities, when issued, of
under one year), asset-backed commercial paper, and certificates of deposit (the
ratings cover all obligations of the institution with maturities, when issued,
of under one year, including bankers' acceptance and letters of credit):

DUFF 1+: Highest certainty of timely payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations.

DUFF 1: Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are minor.

DUFF 1-: High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

DUFF 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings, including
commercial paper (with maturities up to 12 months), are as follows:

A1+: Obligations supported by the highest capacity for timely repayment.

A1: Obligations supported by a very strong capacity for timely repayment.

A2: Obligations supported by a strong capacity for timely repayment, although
such capacity may be susceptible to adverse changes in business, economic, or
financial conditions.

Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply to
commercial paper, certificates of deposit, unsecured notes, and other securities
having a maturity of one year or less.

TBW-1: The highest category; indicates the degree of safety regarding timely
repayment of principal and interest is very strong.

TBW-2: The second highest rating category; while the degree of safety regarding
timely repayment of principal and interest is strong, the relative degree of
safety is not as high as for issues rated "TBW-1".

LONG TERM DEBT RATINGS.

These rating categories apply principally to investments by Strategic Bond Fund.
Moody's: Bonds (including municipal bonds) are rated as follows:

Aaa: Judged to be the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edge." Interest payments
are protected by a large or by an exceptionally stable margin, and principal is
secure. While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong positions of such issues.

Aa: Judged to be of high quality by all standards. Together with the "Aaa"
group, they comprise what are generally known as high-grade bonds. They are
rated lower than the best bonds because margins of protection may not be as
large as in "Aaa" securities or fluctuations of protective elements

B-1
<PAGE>

may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in "Aaa" securities.

A: Possess many favorable investment attributes and are to be considered as
upper-medium grade obligations. Factors giving security to principal and
interest are considered adequate but elements may be present which suggest a
susceptibility to impairment sometime in the future.

Baa: Considered medium grade obligations, i.e., they are neither highly
protected nor poorly secured. Interest payments and principal security appear
adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and have speculative characteristics as
well.

Ba: Judged to have speculative elements; their future cannot be considered
well-assured. Often the protection of interest and principal payments may be
very moderate and not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.

B: Bonds rated "B" generally lack characteristics of desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small.

Caa: Of poor standing and may be in default or there may be present elements of
danger with respect to principal or interest.

Ca: Represent obligations which are speculative in a high degree and are often
in default or have other marked shortcomings.

C: Bonds rated "C" can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Moody's applies numerical modifiers "1", "2" and "3" in each generic rating
classification from "Aa" through "B" in its corporate bond rating system. The
modifier "1" indicates that the security ranks in the higher end of its generic
rating category; the modifier "2" indicates a mid-range ranking; and the
modifier "3" indicates that the issue ranks in the lower end of its generic
rating category.

Standard & Poor's: Bonds are rated as follows:

AAA: The highest rating assigned by S&P. Capacity to pay interest and repay
principal is extremely strong.

AA: A strong capacity to pay interest and repay principal and differ from "AAA"
rated issues only in small degree.

A: Have a strong capacity to pay principal and interest, although they are
somewhat more susceptible to adverse effects of change in circumstances and
economic conditions.

BBB: Regarded as having an adequate capacity to pay principal and interest.
Whereas they normally exhibit protection parameters, adverse economic conditions
or changing circumstances are more likely to lead to a weakened capacity to pay
principal and interest for bonds in this capacity than for bonds in the "A"
category.

BB, B, CCC, CC: Regarded, on balance, as predominantly speculative with respect
to the issuer's capacity to pay interest and repay principal in accordance with
the terms of the obligation. "BB" indicates the lowest degree of speculation
and "CC" the highest degree. While such bonds will likely have some equality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

C, D: Bonds on which no interest is being paid are rated "C." Bonds rated "D"
are in default and payment of interest and/or repayment of principal is in
arrears.

Fitch:

AAA: Considered to be investment grade and of the highest credit quality. The
obligor has an exceptionally strong ability to pay interest and repay principal,
which is unlikely to be affected by reasonably foreseeable events.

AA: Considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Plus (+) and minus (-) signs are used
in the "AA" category to indicate the relative position of a credit within that
category.

Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issuers
is generally rated "F-1+".

Duff & Phelps:

AAA: The highest credit quality. The risk factors are negligible, being only
slightly more than the risk-free U.S. Treasury debt.

AA: High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions. Plus (+)
and minus (-) signs are used in the "AA" category to indicate the relative
position of a credit within that category.

IBCA: Long-term obligations (with maturities of more than 12 months) are rated
as follows:

AAA: The lowest expectation for investment risk. Capacity for timely repayment
of principal and interest is substantial such that adverse changes in business,
economic, or financial conditions are unlikely to increase investment risks
significantly.

AA: A very low expectation for investment risk. Capacity for timely repayment
of principal and interest is substantial. Adverse changes in business,
economic, or financial conditions may increase investment risk albeit not very
significantly.

A plus (+) or minus (-) sign may be appended to a long term rating to denote
relative status within a rating category.

TBW: TBW issues the following ratings for companies. These ratings assess the
likelihood of receiving payment of principal and interest on a timely basis and
incorporate TBW's opinion as to the vulnerability of the company to adverse
developments, which may impact the market's perception of the company, thereby
affecting the marketability of its securities.

A: Possesses an exceptionally strong balance sheet and earnings record,
translating into an excellent reputation and unquestioned access to its natural
money markets. If weakness or vulnerability exists in any aspect of the
company's business, it is entirely mitigated by the strengths of the
organization.

A/B: The company is financially very solid with a favorable track record and no
readily apparent weakness. Its overall risk profile, while low, is not quite as
favorable as for companies in the highest rating category.

B-2
<PAGE>

OPPENHEIMER VARIABLE ACCOUNT FUNDS
3410 South Galena Street
Denver, Colorado 80231
1-800-525-7048

INVESTMENT ADVISER
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203

TRANSFER AGENT
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217

CUSTODIAN OF PORTFOLIO SECURITIES
The Bank of New York
One Wall Street
New York, New York 10015

INDEPENDENT AUDITORS
Deloitte & Touche L.L.P.
1560 Broadway
Denver, Colorado 80202

LEGAL COUNSEL
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

NO DEALER, BROKER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS OR THE STATEMENT OF ADDITIONAL INFORMATION, AND IF GIVEN OR
MADE, SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE FUND, OPPENHEIMER MANAGEMENT CORPORATION OR ANY AFFILIATE
THEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY STATE TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH STATE.
<PAGE>
March 1, 1996

Dear Variable Life Select Policyowner:

The information below supplements MML Bay State Life Insurance Company's
Variable Life Select Prospectus dated July 24, 1995. Please place this
supplement with your prospectus and retain it for future reference.

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

VARIABLE LIFE SELECT
SUPPLEMENT DATED MARCH 1, 1996
TO THE PROSPECTUS DATED JULY 24, 1995

The Variable Life Select prospectus is amended as follows:

1. The seventh sentence under the paragraph captioned "Interest Charged" on
page 22 is deleted.

2. The sentence under the paragraph captioned "Interest on Loaned Value" on
page 22 is revised to state the following: ANY LOANED AMOUNT IS HELD IN THE
GPA AND EARNS INTEREST AT A RATE DETERMINED BY MML BAY STATE, EQUAL TO THE
GREATER OF 3% AND THE POLICY LOAN RATE LESS NOT MORE THAN 2% (THE CURRENT
RATE IS .90%).

March 1, 1996