MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I, 485BPOS, 1997-04-25

MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I
485BPOS, 1997-04-25

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Registration No. 33-19605

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 9
to
Form S-6

FOR REGISTRATION UNDER THE SECURITIES
ACT OF 1933 OF SECURITIES OF
UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2

A. Exact name of Trust: MML Bay State Variable Life Separate Account I

B. Name of Depositor: MML Bay State Life Insurance Company

C. Complete address of 1295 State Street
Depositor's principal Springfield, MA 01111
executive offices:

It is proposed that this filing will become effective (check appropriate box)

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

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

60 days after filing pursuant to paragraph (a) of Rule 485.
- ---

on (date) pursuant to paragraph (a) of Rule 485.
- ---

- ----------------------------
STATEMENT PURSUANT TO RULE 24F-2

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

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CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2

Item No. of
Form N-8B-2 Caption
- ----------- -------

1 Cover Page; Basic Questions and Answers About Us and Our Policy

2 Cover Page; The Separate Account

3 Not Applicable

4 Sales and Other Agreements

5 The Separate Account

6 The Separate Account

7 Not Applicable

8 Not Applicable

9 Legal Proceedings

10 General Provisions of the Policy; Death Benefits Under the
Policies; Free Look Provision; Account Value and Cash Surrender
Value; Policy Loan Privilege; The Separate Account; The
Guaranteed Principal Account; Charges Under the Policy; Sales and
Other Agreements; When We Pay Proceeds; Payment Options; Our
Rights; Your Voting Rights; Basic Questions and Answers About Us
and Our Policy

11 The Separate Account

12 The Separate Account; Sales and Other Agreements

13 The Separate Account; Charges Under the Policy

14 Basic Questions and Answers About Us and Our Policy; The Separate
Account; Sales and Other Agreements

15 Basic Questions and Answers About Us and Our Policy; General
Provisions of the Policy

16 The Separate Account; Investment Return

17 Cash Surrender Value; Withdrawal

18 The Separate Account

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CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2

Item No. of
Form N-8B-2 Caption
- ----------- -------

19 Service Agreement; Records and Reports

20 Not Applicable

21 Policy Loan Privilege

22 Not Applicable

23 Bonding Arrangement

24 Limits on Our Right to Challenge the Policy; Suicide;
Misstatement of Age or Sex; Assignment; Beneficiary; Our Rights;
The Separate Account

25 Basic Questions and Answers About Us and Our Policy

26 Not Applicable

27 Basic Questions and Answers About Us and Our Policy

28 Directors and Principal Officers of MML Bay State Life Insurance
Company

29 Basic Questions and Answers About Us and Our Policy

30 Not Applicable

31 Not Applicable

32 Not Applicable

33 Not Applicable

34 Not Applicable

35 Basic Questions and Answers About Us and Our Policy

36 Not Applicable

37 Not Applicable

38 Sales and Other Agreements

39 Sales and Other Agreements

40 Sales and Other Agreements

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CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-8B-2

Item No. of
Form N-8B-2 Caption
- ----------- -------

41 Sales and Other Agreements

42 Not Applicable

43 Sales and Other Agreements

44 The Separate Account; Investment return; Charges for Federal
Income Tax; General Provisions of the Policy

45 Not Applicable

46 The Separate Account; Investment Return

47 The Separate Account

48 The Separate Account; Investment Return

49 Not Applicable

50 The Separate Account

51 Cover Page; Basic Questions and Answers About Us and Our Policy

52 The Separate Account; Our Rights

53 Federal Income Tax Considerations

54 Not Applicable

55 Not Applicable

56 Not Applicable

57 Not Applicable

58 Not Applicable

59 Report of Independent Accountants and Financial Statements

4
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MML BAY STATE LIFE INSURANCE COMPANY

Variable Life Plus

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY*

ISSUED BY MML BAY STATE LIFE INSURANCE COMPANY

This Prospectus describes a flexible premium variable whole life insurance
policy being offered by MML Bay State Life Insurance Company ("MML Bay State").
The Policy provides lifetime insurance protection and has flexibility with
respect to premium payments and Death Benefits. Each Policyowner also has
several investment alternatives. Allocations of premium may be made among a
Guaranteed Principal Account ("GPA") and one or more of the four divisions (the
Equity Division, the Money Market Division, the Managed Bond Division, and the
Blend Division) of the Variable Life Plus segment of MML Bay State Variable Life
Separate Account I (the "Separate Account"), after certain deductions have been
made.

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

The divisions of the Separate Account have distinct investment portfolios. The
Equity Division of the Separate Account invests in shares of MML Equity Fund.
This fund invests primarily in common stocks and other equity securities. The
Money Market Division invests in shares of MML Money Market Fund. This fund
invests primarily in short-term debt instruments. The Managed Bond Division
invests in shares of MML Managed Bond Fund. This fund invests primarily in
publicly issued, readily marketable, fixed-income securities. The Blend Division
invests in shares of MML Blend Fund. 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.

All Policies are serviced through MML Bay State's Principal Administrative
Office. The Principal Administrative Office is located in Springfield,
Massachusetts. The mailing address is MML Bay State Life Insurance Company, 1295
State Street, Springfield, Massachusetts 01111. The telephone number is (413)
788-8411. MML Bay State's home office is located in Jefferson City, Missouri.

May 1, 1997

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 PROSPECTUS OF MML SERIES
INVESTMENT FUND.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE.

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

* Title may vary in some jurisdictions

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Table Of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Definition of Terms ..................................................................... 4
Basic Questions and Answers About Us and Our Policy ..................................... 5
What are MML Bay State and MassMutual? .............................................. 5
What variable life insurance policy were we offering? ............................... 5
Availability ........................................................................ 5
What is the Account Value of the Policy? ............................................ 5
What are the divisions of the Separate Account? ..................................... 5
What is the Guaranteed Principal Account? ........................................... 5
Is the level of the Death Benefit guaranteed? ....................................... 6
Is the Death Benefit subject to income taxes? ....................................... 6
Does the Policy have a Cash Surrender Value? ........................................ 6
What is a modified endowment contract? .............................................. 6
Can this policy become a modified endowment contract? ............................... 6
What about Premiums? ................................................................ 6
Premium Payments .................................................................... 6
When are Premiums put into the Guaranteed Principal Account or the
Separate Account? .................................................................. 6
How can the Net Premium and the Account Value of the Policy be allocated among
the Guaranteed Principal Account and the Separate Account divisions? ............... 6
How long will the Policy remain in force? ........................................... 6
Are there charges against the Policy? ............................................... 7
What is the loan privilege and how does a loan affect the Policy's Death
Benefit and Cash Surrender Value? .................................................. 7
Do I have a right to cancel? ......................................................... 7
Can the Policy be exchanged for a fixed benefit policy? .............................. 7
Charges Under the Policy ................................................................ 7
Deductions from Premiums ............................................................. 7
Sales Charge ........................................................................ 7
State Premium Tax Charge ............................................................ 7
Account Value Charges ................................................................ 7
Monthly Administrative Charge ....................................................... 8
Charge for Cost of Insurance Protection ............................................. 8
Separate Account Charges ............................................................. 8
Charges for Mortality and Expense Risks ............................................. 8
Charges for Federal Income Taxes .................................................... 8
Surrender Charges .................................................................... 8
The Separate Account .................................................................... 9
Investments of the Separate Account .................................................. 9
Rates of Return ...................................................................... 10
Performance Illustration ............................................................. 11
General Provisions of the Policy ........................................................ 12
Premiums ............................................................................. 12
Planned Premiums ..................................................................... 12
The Minimum Initial Premium .......................................................... 13
Minimum and Maximum Premium Payments ................................................. 13
Termination .......................................................................... 13
Grace Period ......................................................................... 13
Death Benefit Under the Policy .......................................................... 13
Selected Face Amount Changes ......................................................... 13
Account Value and Cash Surrender Value .................................................. 14
Account Value ........................................................................ 14
Investment Return .................................................................... 14
Cash Surrender Value ................................................................. 14
Withdrawals .......................................................................... 14
Policy Loan Privilege ................................................................... 14
Source of Loan ....................................................................... 14
If Loans Exceed the Policy Account Value ............................................. 15
Interest ............................................................................. 15
Repayment ............................................................................ 15
Interest on Loaned Value ............................................................. 15
Effect of Loan ....................................................................... 15
</TABLE>

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<TABLE>
<S> <C>
Free Look Provision ............................................................... 15
Your Voting Rights ................................................................ 15
Our Rights ........................................................................ 16
Directors and Principal Officers of MML Bay State ................................. 16
The Guaranteed Principal Account .................................................. 17
Federal Income Tax Considerations ................................................. 17
MML Bay State-Tax Status ....................................................... 17
Policy Proceeds, Premiums and Loans ............................................ 17
Modified Endowment Contracts ................................................... 18
Qualified Plans ................................................................ 19
Diversification Standards ...................................................... 19
Additional Provisions of the Policy ............................................... 19
Reinstatement Option ........................................................... 19
Payment Options ................................................................ 19
Fixed Amount Payment Option .................................................... 19
Fixed Time Payment Option ...................................................... 20
Interest Payment Option ........................................................ 20
Lifetime Payment Option ........................................................ 20
Joint Lifetime Payment Option .................................................. 20
Joint Lifetime Payment Option with Reduced Payments ............................ 20
Withdrawal Rights under Payment Options ........................................ 20
Additional Benefits You Can Get by Rider ....................................... 20
Waiver of Monthly Charges Rider ............................................... 20
Accidental Death Benefit Rider ................................................ 20
Insurability Protection Rider ................................................. 20
Accelerated Death Benefit Rider ............................................... 20
Beneficiary .................................................................... 20
Assignment ..................................................................... 20
Limits on Our Right to Challenge the Policy .................................... 20
Misstatement of Age or Sex ..................................................... 21
Suicide ........................................................................ 21
When We Pay Proceeds ........................................................... 21
Records and Reports ............................................................... 21
Sales and Other Agreements ........................................................ 21
Commissions Schedule ........................................................... 21
Service Agreement .............................................................. 21
Bonding Arrangement ............................................................ 22
Legal Proceedings ................................................................. 22
Experts ........................................................................... 22
Financial Statements .............................................................. 22
Appendix A
Illustrations of Death Benefits, Cash Surrender Values and
Accumulated Premiums .......................................................... 42
</TABLE>

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Definition Of Terms

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

Beneficiary: The person or persons specified by the Policyowner to receive
insurance proceeds after 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.

Death Benefit: The amount payable to the named Beneficiary when the Insured
dies. It equals the greater of the Selected Face Amount or the Minimum Face
Amount in effect on the date of death less Policy Debt, plus unearned or minus
unpaid monthly deductions.

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 Values: Account Values which are allocated to the Guaranteed
Principal Account.

Insured: Person whose life this Policy insures.

Issue Date: The same as the Policy Date.

Minimum Face Amount: An amount equal to Account Value times the Minimum Face
Amount percentage. These percentages depend upon the Insured's age, sex, and
smoking classification.

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

Net Premium: Premium paid less sales expense and premium tax charges.

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

Policy Anniversary: The anniversary of the Policy Date.

Policyowner: The person who owns the Policy.

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

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

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

Premiums: The total dollar amount paid for the Policy.

Premium Tax: The amount of premium tax, if any, charged by a state or other
governmental authority.

Principal Administrative Office: The administrative office of MML Bay State,
which is located at: 1295 State Street, Springfield, Massachusetts 01111.

Register Date: The date the Company allocates the initial premium less certain
deductions to the Guaranteed Principal Account and/or the divisions of the
Separate Account. The Register Date cannot be prior to the Policy Date.

Selected Face Amount: The amount of insurance coverage originally chosen or as
subsequently changed by the Policyowner.

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 under the Investment Company Act of
1940, as amended (the "1940 Act"). The Separate Account is used to receive and
invest premiums for this Policy and for other variable life insurance policies
issued by MML Bay State. For each such policy there is a designated segment of
the Separate Account.

Surrender: A surrender by the Policyowner of all rights under the Policy in
exchange for the entire Cash Surrender Value under the Policy.

Valuation Date: Any date on which the value of the net assets of the shares of
the Funds is determined. Generally, this will be any day on which the New York
Stock Exchange 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. New York 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 Values: Account Values which are allocated to any of the
divisions of the Separate Account.

Withdrawal: A withdrawal of Account Value by the Policyowner. A withdrawal is
subject to certain limitations, and may not be made until the Policy has been in
force for six months.

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Basic Questions and Answers About Us and Our Policy

What are MML Bay State and MassMutual? MML Bay State (formerly known as Western
Life Insurance Company of America) was organized under the laws of Missouri in
1894. MML Bay State currently is licensed to transact life (including flexible
premium variable whole life), accident, and health insurance business in the
District of Columbia and all states except New York.

MassMutual currently plans to redomesticate MML Bay State from the State of
Missouri to the State of Connecticut. MassMutual believes that the proposed
redomestication will not adversely affect Policyowners. The Company will notify
Policyowners that the redomestication has occurred by sending Policyowners an
endorsement to their Policy reflecting the redomestication.

Massachusetts Mutual Life Insurance Company ("MassMutual") purchased all of the
issued and outstanding stock of Western Life Insurance Company of America on
December 30, 1981. Our name was changed to MML Bay State Life Insurance Company
in March of 1982.

On February 29, 1996, the merger of Connecticut Mutual Life Insurance Company
("Connecticut Mutual") with and into MassMutual was completed. The separate
existence of Connecticut Mutual has ceased. MassMutual continues its corporate
existence under its current name. As of December 31, 1996, MassMutual has
estimated statutory assets in excess of $55 billion, and estimated total assets
under management in excess of $130 billion.

What variable life insurance policy were we offering? This Prospectus describes
a Flexible Premium Variable Whole Life Insurance Policy (the "Policy") that was
offered by MML Bay State. The Policy is no longer offered for sale to the
public. Policyowners may continue, however, to make premium payments under the
Policies.

We issued this Policy to provide for a Death Benefit, Cash Surrender Value, loan
privileges and flexible premiums. It is called "flexible" because the
Policyowner, subject to certain limitations, may select the timing and amount of
premium payments and adjust the Death Benefit by increasing or decreasing the
Selected Face Amount. It is called "variable" because, unlike the fixed benefits
of a traditional whole life policy, the Death Benefits may, and Cash Surrender
Values most likely will vary to the extent that Account Value under the Policy
is allocated to the division(s) of the Separate Account.

The Policy is a legal contract between the Policyowner and MML Bay State. The
entire contract consists of the application for the Policy (the "Application")
and the Policy, which includes any riders the Policy has.

Availability. The Policy was available to Policyowners who were purchasing a
Policy in connection with retirement plans which qualify for tax benefits under
the Internal Revenue Code (the "qualified market") and other Policyowners (the
"nonqualified market"). The minimum Selected Face Amount of a Policy you could
have applied for varied with the Insured's age. In the nonqualified market, the
minimum Selected Face Amount is $50,000 for ages 0-35; $40,000 for ages 36-40;
$30,000 for ages 41-45; $20,000 for ages 46-50; and $15,000 for ages 51 or
above. Increases in Selected Face Amounts must be for at least $15,000. In the
qualified market or when simplified underwriting methods are used, the minimum
Selected Face Amount is $15,000 for ages 0-55; $14,000 for age 56; $13,000 for
age 57; $12,000 for age 58; $11,000 for age 59; and $10,000 for ages 60 and
above. Increases must be for at least $5,000. The Insured may not be older than
age 82 as of the Policy Date or the date of any increase in Selected Face
Amount.

In Massachusetts and Montana, this Policy was issued on a unisex basis, and any
reference in this Prospectus which makes a distinction based on the sex of the
Insured shall be disregarded. Likewise, all references to the mortality tables
applicable to this Policy are deleted for Massachusetts and Montana Policies and
"1980 Commissioners Standard Ordinary Mortality Table B, Smoker or Non-Smoker"
are substituted therefor.

What is the Account Value of the Policy? The Account Value is determined by the
amount and frequency of premium payments, the investment experience of the
divisions chosen by the Policyowner (the Variable Account Value), the interest
earned on Account Value allocated to the GPA (the Fixed Account Value), and any
withdrawals or charges imposed in connection with the Policy. The Policyowner
bears the investment risk associated with appreciation or depreciation in value
of the underlying assets of the Separate Account divisions.

What are the divisions of the Separate Account The designated segment of the
Separate Account has four divisions: the Equity Division, the Money Market
Division, the Managed Bond Division and the Blend Division. Each division of the
Separate Account invests only in the shares of a single investment company or a
single series of an investment company. The divisions are designed to provide
money to pay benefits under the Policy but they do not guarantee a minimum
interest rate nor guarantee against asset depreciation.

The Equity Division invests in shares of MML Equity Fund. The Money Market
Division invests in shares of MML Money Market Fund. The Managed Bond Division
invests in shares of MML Managed Bond Fund. The Blend Division invests in shares
of MML Blend Fund. MML Equity Fund, MML Money Market Fund, MML Managed Bond Fund
and MML Blend Fund (the "Funds") are separate series of shares of MML Series
Investment Fund (the "Trust"), a no-load, open-end, management investment
company. MassMutual (or its wholly-owned subsidiaries) acts as investment
manager for the Trust.

What is the Guaranteed Principal Account ("GPA") As an alternative to the
Separate Account, you may allocate or transfer all or part of your funds to the
GPA. Such amounts become part of MML Bay State's general account assets. The
Policyowner is not entitled to share in the investment experience of those
assets. Rather, MML Bay State guarantees a rate of return on the allocated
amount equal to the greater of: (a) 4% and (b) the rate determined by the
Treasury Bill Index. Although MML Bay State is not obligated to credit interest
at a rate higher than this minimum, it may declare a higher rate applicable for
such periods as it deems

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appropriate. For details see THE GUARANTEED PRINCIPAL ACCOUNT.

Is the level of the Death Benefit guaranteed? So long as the Policy remains in
force, the Death Benefit will be the greater of the Policy's Selected Face
Amount or the Minimum Face Amount in effect on the date of death of the Insured.
Death Benefit proceeds will, however, be reduced by any outstanding Policy Debt,
plus or minus unearned or unpaid monthly deductions, or increased by any
additional benefits added by rider.

Is the Death Benefit subject to income taxes? A Death Benefit paid under a
Policy may be fully excludable from the gross income of the Beneficiary for
federal income tax purposes.

For details see FEDERAL INCOME TAX CONSIDERATIONS - Policy Proceeds, Premiums
and Loans.

Does the Policy have a Cash Surrender Value? The Policyowner may surrender the
Policy at any time and receive its Account Value less any Policy Debt less any
applicable surrender charge. Withdrawals are also allowed subject to certain
restrictions. The Cash Surrender Value of a Policy fluctuates with the
investment performance of the Separate Account divisions in which the Policy has
Account Value and the amount held in the GPA. It may increase or decrease daily.

For federal income tax purposes, the Policyowner usually is not taxed on
increases in the Cash Surrender Value until fully surrendering the Policy. In
connection with certain withdrawals of Account Value and loans on the Policy,
however, the Policyowner may be taxed on all or a part of the amount
distributed.

For details see CASH SURRENDER VALUE and FEDERAL INCOME TAX CONSIDERATIONS -
Policy Proceeds, Premiums and Loans.

What is a modified endowment contract? A modified endowment contract (as
defined by the Internal Revenue Code) is a life insurance policy under which the
premiums paid during the first seven contract years exceed the cumulative
premiums payable under a policy providing for guaranteed benefits upon the
payment of seven level annual premiums. Certain changes to the policy can
subject it to retesting for a new seven-year period. During the Insured's
lifetime, distributions from a modified endowment contract, including collateral
assignments, loans and withdrawals, are taxable to the extent of any income in
the contract and may also incur a penalty tax if the policy owner is not 59
1/2.

Can this Policy become a modified endowment contract? Since this Policy permits
flexible premium payments, it may become a modified endowment contract. The
Company currently has the systems capacity to test a Policy at issue to
determine whether it will be classified as a modified endowment contract. This
at-issue test examines the Policy for the first seven contract years, based on
the Policy application and the initial premium requested, and based on the
assumption that there were no increases in premium during the period. The
Company has instituted procedures to monitor whether a Policy may become a
modified endowment contract after issue.

For details see FEDERAL INCOME TAX CONSIDERATIONS - Modified Endowment
Contracts.

What about Premiums? There are two concepts which are important to the
discussion of premiums for this Policy: the minimum initial premium; and the
planned premium. These terms are used throughout this Prospectus.

A minimum initial premium was payable either at the time you submitted your
Application or at some time prior to the delivery of the Policy. The planned
premium is elected on the Application and becomes the basis for the Policy's
premium billing. The amount and timing originally selected in the Application
may be changed at any time upon written request.

For details see GENERAL PROVISIONS OF THE POLICY - Premiums.

Premium Payments. You may make premium payments by mailing your check, clearly
indicating your name and policy number, to:

MML BAY STATE
P.O. Box 75302
Chicago, IL 60675-5302

Wire Transfer. You may also make premium payments by instructing your bank to
wire funds to:

Chase Manhattan Bank, New York, New York
ABA 021000021
MML Bay State Life Account #910-2-481026
Ref: Contract #
Name: (Contract Owner)

When are Premiums put into the Guaranteed Principal Account or the Separate
Account? The Register Date is the day we received the first premium under the
Policy or the day you provided us with a completed Part 1 of the Application,
whichever is latest. On the Register Date, we put the premium paid less certain
deductions (the "Net Premium") into the GPA and/or one or more of the divisions
of the Separate Account as you chose. (Deductions are described in greater
detail in Are there charges against the Policy?)

How can the Net Premium and the Account Value of the Policy be allocated among
the Guaranteed Principal Account and the Separate Account divisions? When you
applied for a Policy you chose the percentages of your premiums to be allocated
to the divisions of the Separate Account and the GPA. You were allowed to choose
any whole percentages as long as the total was 100%. The allocation of future
net premiums may be changed at any time without charge.

The Account Value of the Policy may be transferred between the GPA or divisions
of the Separate Account by written request. The Account Value may be transferred
by amount or by percentage, subject to restrictions.

How long will the Policy remain in force? The Policy does not automatically
terminate for failure to pay planned premiums. Payment of these amounts does not
guarantee the Policy will remain in force. The Policy terminates only when

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the Account Value less any Policy Debt is insufficient to pay the monthly
deduction, and a grace period expires without sufficient payment.

Are there charges against the Policy? Certain charges are made against the
Policy. Two charges are deducted from each premium payment. A sales charge of 5%
is used to partially cover sales expenses. A deduction of 2.5% is also made for
state premium taxes. Each premium, net of these charges, is allocated to the GPA
or the divisions of the Separate Account and becomes a part of the Account
Value.

For details see DEDUCTIONS FROM PREMIUMS.

Certain monthly charges are deducted directly from the Policy's Account Value on
each Monthly Calculation Date. There will be a monthly deduction equal to the
sum of a mortality charge, the cost of optional benefits added by rider and an
administrative charge.

Some deductions are made on a daily basis against the assets of the Separate
Account divisions. A daily charge calculated at an annual rate to .40% of the
value of the assets of each division is charged for mortality and expense risks.
Similarly, tax assessments are calculated daily. Currently, we are not making
any charges for income taxes, but we may make charges in the future against the
Separate Account divisions for federal income taxes attributable to them.

Cost of insurance charges under Policies insuring healthy lives are generally
higher when the simplified underwriting procedure is used than if the Policy is
fully underwritten. Cost of insurance charges for fully underwritten Policies
will not exceed the maximum charges established by the 1980 Commissioners
Standard Ordinary Mortality Tables. So cost of insurance charges for Policies
issued under simplified underwriting procedures will not exceed 125% of the
maximum charges so established for comparable fully underwritten Policies.

There are also certain charges when a Policyowner surrenders a Policy, decreases
the Policy's Selected Face Amount or makes a Withdrawal of Account Value. Upon
surrender or a decrease in Selected Face Amount, a surrender charge is assessed.
The charge has a sales load component and an administrative component. The
surrender charge is deducted from the Account Value at the time of surrender or
decrease.

Withdrawals of Account Value are permitted subject to certain restrictions. A
charge equal to the lesser of $25 or 2.0% of the amount withdrawn is imposed for
each Withdrawal.

For details see SEPARATE ACCOUNT CHARGES, and FEDERAL INCOME TAX
CONSIDERATIONS.

What is the loan privilege and how does a loan affect the Policy's Death Benefit
and Cash Surrender Value? While the Policy is in force after the first Policy
Year, a loan may be made on the Policy, provided that total Policy Debt does not
exceed our limit. This limit is 90% (100% where required by law) of the total of
the Policy's current Account Value less the then applicable surrender charge.

Do I have a right to cancel? Under the Free Look Provision the Policyowner has a
limited right to return the Policy and receive a refund. This right expires on
the latest of the following:

. Ten days after the date you receive the Policy; or

. Ten days after we mail you a Notice of Withdrawal Right; or

. 45 days after Part 1 of the Policy Application was signed.

You have a similar right after an increase in Selected Face Amount, but it
applies only to the increase.

The Policy may be returned to our Principal Administrative Office, to any of our
agency offices, or to the agent who sold you the Policy. For details see FREE
LOOK PROVISION.

Can the Policy be exchanged for a fixed benefit policy? You have a right to
transfer all of your Account Value into the GPA at any time after issue. The
transfer will take effect when we receive a suitable written request.

For details see EXCHANGE PRIVILEGE.

CHARGES UNDER THE POLICY

Certain charges are deducted to compensate MML Bay State for providing the
insurance benefits under the Policy and any riders, for administering the
Policy, for assuming certain risks, and for incurring certain expenses in
distributing the Policy.

DEDUCTIONS FROM PREMIUMS

Prior to the allocation of the premium payment to the Account Value, a deduction
is made for sales expenses and premium taxes.

Sales Charge. The sales charge component of the premium deduction is 5.0% and
does not vary by year or amount paid. The amount of the sales charge in a Policy
Year is not necessarily related to our actual sales expenses for that particular
year. To the extent that sales expenses are not covered by the sales charge and
the sales load surrender charge (for a discussion of the sales load surrender
charge, see SURRENDER CHARGES), they will be recovered from MML Bay State
surplus, including any amounts derived from the mortality and expense risk
charge or the cost of insurance charge. For a discussion of the commissions paid
under the Policy, see SALES AND OTHER AGREEMENTS - Commissions Schedule.

State Premium Tax Charge. Various states and jurisdictions impose a tax on
premiums received by insurance companies. These charges vary from state to
state. We deduct 2.5% of each premium to cover state premium taxes. During 1996,
the aggregate amount of such deductions from premiums was $2,512,850 for sales
charges and $1,256,425 for state premium tax charges.

ACCOUNT VALUE CHARGES

On each Monthly Calculation Date, a monthly administrative charge, a cost of
insurance charge, and a rider charge for the cost of any additional riders are
deducted from the Variable

7
<PAGE>

Account Value and Fixed Account Value in proportion to the non-loaned Account
Value in the Separate Account and the GPA.

Monthly Administrative Charge. Each month a $4 per Policy charge for
nonqualified Policies and $5.25 per Policy charge for qualified Policies and
Policies issued under our simplified underwriting procedures is deducted to
compensate MML Bay State for costs incurred in providing certain administrative
services including premium collection, recordkeeping, processing claims and
communicating with Policyowners. This charge is not designed to produce a
profit. Although this charge may increase or decrease, it will never exceed $8
per month. During 1996, the aggregate amount of such charges was
$1,420,010.

Charge for Cost of Insurance Protection. A charge for the cost of insurance
protection is deducted on each Monthly Calculation Date and is based on the sex,
smoker class, underwriting procedures class, rating class and attained age of
the Insured. The charge varies monthly because it is determined by multiplying
the applicable cost of insurance rates by the amount at risk each Policy month.
Charges for any optional benefits added by rider are also deducted from the
Account Value.

When there is an increase in Selected Face Amount, the increased segment may
have different ratings than the original contract amount. Each segment has its
own such issue age, cut-off premium level, mortality charges, surrender charges,
and commissions. Elected decreases in Selected Face Amount reduce or cancel
prior segments and their associated cost of insurance rates on a last-in-first-
out basis. During 1996, the aggregate amount of deductions for the charge for
cost of insurance protection was $17,161,000.

SEPARATE ACCOUNT CHARGES

Charges for Mortality and Expense Risks. We charge the Separate Account
divisions for the mortality and expense risks we assume. We deduct a daily
charge at an effective annual rate of 0.40% of the value of each division's
assets that come from the Policy. The aggregate amount of such charges, which
are paid quarterly, against the Separate Account divisions in 1996 was
$645,545.

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 we collect from this charge is not needed to cover Death
Benefits and expenses, it will be 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 Income Taxes. Although we do not currently make any charge
against the Separate Account divisions 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 divisions. For more
information on charges for federal income taxes, see FEDERAL INCOME TAX
CONSIDERATIONS - MML Bay State - Tax Status.

SURRENDER CHARGES

If you surrender the Policy (or the surrender value is applied under a
settlement option), we will deduct an amount equal to the sum of the surrender
charges for the original Selected Face Amount and all increases in the Selected
Face Amount. These charges have both an Administrative and Sales Load component.
The surrender charge at any time is the sum of these parts.

The Administrative Surrender Charge is determined separately for each insurance
segment in force. The charge begins at $5 per $1000 of the Policy's Selected
Face Amount and grades down over 10 years to zero. This portion of the charge
varies only by the Selected Face Amount and duration of the Policy. It is to
partially reimburse MML Bay State for expenses it incurs in processing
Applications for the Policies, including conducting medical examinations and
determining insurability.

The Sales Load Surrender Charge is also determined separately for each insurance
segment in force and is based on the surrender charge band for that segment. The
surrender charge band set forth in the Policy 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 the purchase. Once determined, the band for a segment is
not changed as the result of any subsequent decreases in Selected Face Amount.
During the first 10 years following the issue of a segment, the charge is equal
to 25% of the premiums paid for that segment up to the surrender change band for
that segment, plus 5% of premiums paid in excess of one band but less than two
bands, plus 4% of premiums in excess of two but less than three bands. In each
case the surrender charge is in addition to the 5% sales charge deducted from
each premium. Assuming a segment is surrendered during the first 10 years, the
total sales charge is, therefore, equal to 30% of the premiums paid for that
segment up to the band for that segment, plus 10% of premiums paid in excess of
one band but less than two bands, plus 9% of premiums in excess of two but less
than three bands, and 5% of all subsequent payments.

<TABLE>
<CAPTION>
Surrender Charge Bands Per $1,000
of Selected Face Amount
<S> <C> <C>
Age 25 Age 40 Age 55

$6.12 $11.90 $24.66
</TABLE>

The Sales Load Surrender Charge, as calculated above, remains level for the
first 10 years. In years 11 through 15, it reduces to zero in accordance with
the percentages set forth in your Policy. Premiums paid are allocated to each
insurance segment in proportion to the respective guideline annual premiums.
This charge is designed to reimburse MML Bay State for expenses it incurs in
distributing the Policies, prospectuses and sales literature.

Surrender charges for an insurance segment are also deducted when insurance
segments are cancelled under a decrease in Selected Face Amount. Insurance
segments are cancelled on a last purchased, first surrendered basis. If only a
portion of

8
<PAGE>

an insurance segment is cancelled, a pro rata portion of the full surrender
charge for the segment will be imposed.

A charge is assessed for each Withdrawal under the Policy. This charge is equal
to the lesser of $25 or 2% of the amount withdrawn from the Policy. It is
deducted from the amount withdrawn and the balance goes to the Policyowner. A
Withdrawal will not be allowed if to do so would reduce the Account Value to an
amount less than the cumulative sum of the Policy's minimum planned premiums to
date.

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 under the Investment Company Act of 1940 as a unit
investment trust. Registration does not involve supervision of the management or
investment practices or policies of the Separate Account or of MML Bay State.
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. A
designated segment of the Separate Account is also used to receive and invest
premiums for other variable life insurance policies issued by MML Bay State.

Although the assets of the Separate Account are assets of MML Bay State, that
portion of the Separate Account assets equal to the reserves and other
liabilities of the Separate Account attributable to the Policies may not be used
to satisfy any obligations that may arise out of any other business we may
conduct. They may, however, be subject to liabilities arising from other
variable life insurance policies which are funded by the Separate Account. In
addition, we may from time to time at our discretion transfer to our general
account those assets which exceed the reserves and other liabilities of the
Separate Account. Such transfers will not adversely affect the Separate Account.

Income, realized gains or losses and unrealized gains or losses from each
division of the Separate Account are credited to or charged against that
division without regard to any of our other income, gains or losses.

MML Bay State may accumulate in the Separate Account the charge for expense and
mortality risks, monthly charges assessed against the Policy and investment
results applicable to those assets that are in excess of net assets supporting
the Policies.

Investments of the Separate Account. The Separate Account has four divisions
attributable to the Policy, each of which invests in the shares of a single Fund
of the Trust. The divisions of the Separate Account are:

. The Equity Division - Amounts credited to this division are invested in shares
of MML Equity Fund, or its successor;

. The Money Market Division - Amounts credited to this division are invested in
shares of MML Money Market Fund, or its successor;

. The Managed Bond Division - Amounts credited to this division are invested in
shares of MML Managed Bond Fund, or its successor; and

. The Blend Division - Amounts credited to this division are invested in shares
of MML Blend Fund, or its successor.

The shares of the underlying Fund purchased by each division of the Separate
Account will be held by MML Bay State as custodian for the Separate Account.

The Trust is an open-end, diversified, management investment company registered
under the Investment Company Act of 1940, consisting of the four Funds described
above, each of which has its own investment objectives and policies. MassMutual
established the 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 life insurance company subsidiaries of
MassMutual. Shares of the Funds are not offered to the general public, but
solely to separate investment accounts established by MassMutual and its life
insurance company subsidiaries. The Separate Account purchases and redeems
shares of the Funds at their net asset value which is determined at the time of
the receipt of the purchase order or redemption request without the imposition
of any sales or redemption charge.

The primary investment objective of MML Equity Fund is to achieve a superior
total rate of return over an extended period of time of 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. The assets of this Fund are
normally expected to be invested primarily in common stocks and other equity-
type securities.

The investment objectives of MML Money Market Fund are to achieve high current
income, the preservation of capital, and liquidity. The assets of this Fund are
invested in short-term debt instruments, including but not limited to commercial
paper, certificates of deposit, bankers' acceptances, and obligations of the
United States government, its agencies and instrumentalities.

The investment objective of MML Managed Bond Fund is to achieve as high a total
rate of return on an annual basis as is considered consistent with the
preservation of capital values. The assets of this Fund are invested 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.

The investment objective of MML Blend Fund 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 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.

Citibank, N.A., with its home office located at 111 Wall Street, New York, NY
10005, acts as custodian for each of the Funds.

MassMutual serves as investment manager of each of the Funds pursuant to a
separate investment management agree-

9
<PAGE>

ment executed by MassMutual and each Fund. Pursuant to such agreements,
MassMutual is paid a quarterly fee at the annual rate of .50% of the first
$100,000,000 of the Fund's average daily net asset value, .45% of the next
$200,000,000, .40% of the next $200,000,000 and .35% of any excess over
$500,000,000. During 1996, MassMutual earned the following investment management
fee from each of the following funds:

<TABLE>
<S> <C>
MML Equity Fund..................................... $5,787,673
MML Money Market Fund............................... $ 612,946
MML Managed Bond Fund............................... $ 820,434
MML Blend Fund...................................... $7,525,674
</TABLE>

Concert Capital Management, Inc. ("Concert") served as the investment sub-
adviser to MML Equity Fund and the Equity Sector of the MML Blend Fund from
1993-1996. Concert merged with and into David L. Babson & Company, Inc.
("Babson") effective December 31, 1996. Both Concert and Babson are wholly-
owned subsidiaries of Babson Acquisition Corporation, which is a controlled
subsidiary of MassMutual. Thus, effective January 1, 1997, Babson serves as the
investment sub-adviser to MML Equity Fund and the Equity Sector of the MML Blend
Fund. Both MassMutual and Babson are registered investment advisers under the
Investment Advisers Act of 1940.

Additional information regarding the Funds may be found in the accompanying
Prospectus for the Trust.

MassMutual is also the investment adviser 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-adviser to Oppenheimer Investment Grade Bond
Fund and Oppenheimer Value Stock Fund, each, open-end management investment
companies.

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

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. Table 1 shows figures for periods ended
December 31, 1996; Table 2 shows December 31 annualized figures. These rates of
return do not reflect the mortality and expense risk charges assessed against
the Separate Account. Also, they do not reflect deductions from premiums or
administrative and cost of insurance charges assessed against the account value
of the Policies, nor do they reflect the Policy's surrender charges. (See
CHARGES UNDER THE POLICY - DEDUCTIONS FROM PREMIUMS, ACCOUNT VALUE CHARGES AND
SURRENDER CHARGES). Therefore, these rates are not illustrative of how actual
investment performance will affect the benefits under the Policy (but see
ACCOUNT VALUE AND CASH SURRENDER VALUE - Performance Illustration). An
individualized hypothetical illustration may be available. The rates of return
shown are not necessarily indicative of future performance. However, they may be
considered in assessing the competence and performance of MassMutual and Babson
as the Fund's investment advisers.

<TABLE>
<CAPTION>
Effective Annual Rates of Return

20 15 10 5 1
Fund Years Years Years Years Year
- ---- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Equity 14.72% 16.01% 13.78% 14.71% 20.25%
Money Market -- 6.83 5.76 4.13 5.01
Managed Bond -- 10.54 8.34 7.27 3.25
Blend -- 13.13* 11.89 11.55 13.95
*From inception.
</TABLE>

<TABLE>
<CAPTION>
ANNUALIZED ONE YEAR TOTAL RETURNS

MML MML
For the MML Money Managed MML
year ended Equity Market Bond Blend
---------- ------ ------ ---- -----
<S> <C> <C> <C> <C>
1996 20.25% 5.01% 3.25% 13.95%
1995 31.13% 5.58% 19.14% 23.28%
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 Money Market and
Managed Bond Funds received initial funding on December 16, 1981. The Blend Fund
received initial funding on February 3, 1984. The Equity Fund received initial
funding September 15, 1971 (performance information prior to 1974 is not
available).

10
<PAGE>

Performance Illustration. The following tables show how the actual investment
performance of the Funds of the Trust 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 to a
male smoker age 35; insurance costs will vary under different mortality
assumptions. The Policy in each table is issued for a Selected Face Amount of
$100,000, with annual premiums of $1,200 paid at the beginning of each year and
the full Account Value continuously reinvested in the Separate Account division
corresponding with the particular Fund illustrated. Separate columns are shown
for the current schedule of charges and for guaranteed mortality and expense
charges and current fund level expenses.

<TABLE>
<CAPTION>
MML Equity Fund

Using Guaranteed Schedule of
Using Current Schedule Mortality and Expense Charges
of Charges and Current Fund Level Expenses
------------------------ -------------------------------
Cash Cash
Calendar Total Annual Surrender Death Surrender Death
Year Premiums Value Benefit Value Benefit
-------- ------------ --------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
1974 $1,200 $0 $100,000.00 $0 $100,000.00
1975 $2,400 $1,289.37 $100,000.00 $1,089.68 $100,000.00
1976 $3,600 $2,844.89 $100,000.00 $2,492.69 $100,000.00
1977 $4,800 $3,648.87 $100,000.00 $3,203.31 $100,000.00
1978 $6,000 $4,646.11 $100,000.00 $4,081.22 $100,000.00
1979 $7,200 $6,626.48 $100,000.00 $5,833.45 $100,000.00
1980 $8,400 $9,604.07 $100,000.00 $8,461.78 $100,000.00
1981 $9,600 $11,052.72 $100,000.00 $9,710.97 $100,000.00
1982 $10,800 $14,911.88 $100,000.00 $13,081.89 $100,000.00
1983 $12,000 $19,257.20 $100,000.00 $16,860.94 $100,000.00
1984 $13,200 $20,967.09 $100,000.00 $18,296.52 $100,000.00
1985 $14,400 $28,307.62 $100,000.00 $24,651.10 $100,000.00
1986 $15,600 $34,813.51 $100,000.00 $30,252.05 $100,000.00
1987 $16,800 $36,148.21 $100,000.00 $31,327.17 $100,000.00
1988 $18,000 $42,906.21 $100,420.98 $37,088.64 $100,000.00
1989 $19,200 $53,382.19 $121,177.57 $46,091.18 $104,626.98
1990 $20,400 $53,427.08 $118,073.85 $46,089.45 $101,857.68
1991 $21,600 $67,483.75 $145,090.06 $58,146.80 $125,015.62
1992 $22,800 $74,690.14 $156,102.39 $64,216.72 $134,212.94
1993 $24,000 $81,811.97 $166,896.42 $70,140.37 $143,086.35
1994 $25,200 $85,053.46 $169,256.39 $72,673.58 $144,620.42
1995 $26,400 $111,300.42 $215,922.81 $94,755.85 $183,826.35
1996 $27,600 $133,118.06 $251,593.13 $112,867.22 $213,319.05
</TABLE>

<TABLE>
<CAPTION>
MML Money Market Fund

11
<PAGE>

<TABLE>
<CAPTION>
MML Managed Bond Fund

<TABLE>
<CAPTION>
MML Blend Fund

These illustrations are not necessarily indicative of future performance. They
assume the Policies were issued standard based on full underwriting and that
there have been no increases or decreases in Selected Face Amounts, no Policy
loans and that no transaction charges have been incurred. The Cash Surrender
Values shown reflect the deduction of all charges made against premiums, Account
Value charges, Separate Account charges and surrender charges. An individualized
hypothetical illustration may be available. See SEPARATE ACCOUNT CHARGES UNDER
THE POLICY, DEDUCTIONS FROM PREMIUMS, ACCOUNT VALUE CHARGES, SEPARATE ACCOUNT
CHARGES, AND SURRENDER 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. The APPENDIX also describes, in more detail, the
assumptions underlying this illustration.

GENERAL PROVISIONS OF THE POLICY

This section of the Prospectus describes the general provisions of the Policy,
and is subject to the terms of the Policy. You may review a copy of the Policy
upon request.

Premiums. The Policyowner selects a premium payment schedule in the Application
and is not bound by an inflexible premium schedule. Two premium concepts are
very important under the Policy: the planned premium and minimum initial
premium.

Planned Premiums. Planned premiums are elected at the time of application and
may be changed at any time. Planned premiums are subject to a minimum which
depends upon the Selected Face Amount of the Policy, the Insured's age and the
amount of the initial premium paid. In addition, the annual planned premium for
the Policy cannot be less than $300.

12
<PAGE>

The Minimum Initial Premium. You paid a minimum initial premium along with your
Application or at any time prior to the delivery of the Policy. The amount of
the initial premium depended on the minimum initial premium on an annual basis
for the Selected Face Amount of the Policy and the proposed frequency of planned
premiums. Thereafter, subject to the minimum and maximum premium limitations
described below, you may make unscheduled premium payments at any time and in
any amount. The minimum initial premium for the Policy with annual planned
premiums is equal to the minimum planned premium for the Policy.

There is no penalty if the planned premium is not paid. Payment of this amount
does not 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
certain monthly charges and a grace period expires without sufficient payment.
For details see TERMINATION.

The following sample table shows the minimum annual planned premium per $1,000
of Selected Face Amount.

Minimum Annual Planned Premium
Per $1,000 of Selected Face Amount
Male, Female Smoker and Nonsmoker Classes

Minimum and Maximum Premium Payments. While the Policy is in force, premiums may
be paid at any time before the death of the Insured subject to certain
restrictions. The minimum premium payment is $10.00. The maximum premium which
may be paid in any year without evidence of insurability is the greater of: (i)
the premium which will not increase the net amount at risk under the Policy; and
(ii) twice the Policy's minimum planned premium, plus $100.00 (where required by
law, this maximum is not less than the Policy's annual planned premium for that
year). Premium payments should be sent to our Principal Administrative Office or
to the address indicated for payment on the notice.

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

Grace Period. We allow 61 days to pay any premium necessary to cover the overdue
monthly deduction (or $10 if greater). You will receive a notice from us which
sets forth this amount. During the grace period, the Policy remains in force. If
the payment is not made within 61 days after we mail the written notice, the
Policy terminates without value.

DEATH BENEFIT UNDER THE POLICY

The Death Benefit is the amount payable to the Beneficiary when the Insured
dies. Upon receiving due proof of death, we pay the Beneficiary the Death
Benefit amount determined as of the date the Insured dies. All or part of the
Death Benefit can be paid in cash or applied under one or more of our payment
options described under ADDITIONAL PROVISIONS OF THE POLICY - Payment
Options.

In the Application, the applicant selects a Selected Face Amount. The Death
Benefit is the greater of the Selected Face Amount in effect on the date of
death or the Minimum Face Amount in effect on the date of death with certain
additions or deductions. The Minimum Face Amount is equal to Account Value times
the Minimum Face Amount percentage. The percentages depend upon the Insured's
age, sex and smoking classification. The percentages are set forth on the
schedule page of your Policy. Added to the greater of the Selected Face Amount
or Minimum Face Amount is the value of any additional benefits provided by
rider. We will also add that part of any monthly deduction applicable for the
period beyond the date of death. We pay interest on the Death Benefit from the
date of death to the date the Death Benefit is paid or a payment option becomes
effective. The interest rate equals the rate determined under the Interest
Payment Option as described in ADDITIONAL PROVISIONS OF THE POLICY - Payment
Options. We then subtract any outstanding Policy Debt and any unpaid monthly
deductions if the death occurs during the 61-day Grace Period. The Death Benefit
is unaffected by investment experience unless the Death Benefit is based on the
Minimum Face Amount.

Example. The following example shows how the Death Benefit varies as a result of
investment performance:

<TABLE>
<CAPTION>
Policy A Policy B
--------- ---------
<S> <C> <C>

Selected Face Amount $100,000 $100,000

Account Value on Date of Death $ 50,000 $ 40,000

Minimum Face Amount
Percentage On Date of Death 240% 240%
</TABLE>

For Policy A, the Death Benefit will equal $120,000 which is the greater of the
$100,000 Selected Face Amount or the Account Value times the Minimum Face Amount
percentage. For Policy B, the Death Benefit would equal the $100,000 Selected
Face Amount.

Selected Face Amount Changes. An increase in coverage must be for at least
$15,000 in the non-qualified market and $5,000 in the qualified market or when
simplified underwriting procedures are used. Evidence of insurability must be
submitted with the application except for any increase elected under the
insurability protection rider. No increase in the Selected Face Amount can be
elected within six months after the Policy Date or any previous increase, or
after the Policy Anniversary Date nearest the Insured's 82nd birthday. These
limitations do not apply to increases elected in accordance with the
insurability protection rider.

All increases are effective on the date shown on the endorsement to the Policy.
Increases are allowed only on a Monthly Calculation Date. An increase in
Selected Face Amount may affect the net amount at risk which may affect a
Policyowner's cost of insurance charge.

Decreases in coverage are allowed in certain circumstances, although MML Bay
State believes that such decreases are generally not in the best interests of a
Policyowner. The Selected Face Amount will be reduced by cancelling insurance
segments on a last purchased, first cancelled basis and the ap-

13
<PAGE>

propriate surrender charge will be deducted from the Account Value. (For a
discussion of the charges associated with a decrease, see SURRENDER CHARGES.) A
decrease in Selected Face Amount is effective on the Monthly Calculation Date
following the receipt of a written request. The Selected Face Amount may not be
decreased to less than the minimum Selected Face Amount for a Policy. We reserve
the right to terminate the option of decreasing the Selected Face Amount in the
future.

ACCOUNT VALUE AND CASH SURRENDER VALUE

Account Value. The Account Value of the Policy is the sum of all premium
payments adjusted by periodic charges and credits. It is the amount provided for
investment in the Separate Account and the GPA. The Account Value of the Policy
is held in one or more divisions of the Separate Account and the GPA. Initially,
this value equals the net amount of the first premium paid under the Policy.
This amount is allocated among the GPA and the divisions according to the
allocation percentages requested in the Application.

All or part of the Account Value may be transferred among divisions by written
request. Transfers between divisions of the Separate Account may be by amount or
by percentage. MML Bay State reserves the right to limit transfers to not more
than one every 90 days in connection with compliance with Section 404(c) of
ERISA. However, Policyowners may transfer all funds in the Separate Account to
the GPA at any time regardless of the number of transfers previously made.

Transfers from the GPA to the Separate Account may be made only once during each
Policy Year. Each such transfer may not exceed 25% of the Account Value in the
GPA at the time of the transfer. More than 25% may be transferred after 3
consecutive 25% transfers have been made, provided no value has been allocated
or transferred to the GPA by the Policyowner in the prior 3 Policy Years. The
Account Value in the GPA equal to any Policy Debt cannot be transferred to the
Separate Account. Any transfer is effective on the Valuation Date on or
following the date we receive a written request in good order at our Principal
Administrative Office. All transfers made on one Valuation Date are considered
one transfer.

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

. The Account Value held in each division of the Separate Account for that
Policy,

. The investment experience of each division as measured by its actual net rate
of return, and

. The interest rate credited on Account Values held in the GPA.

The investment experience of a division of the Separate Account reflects
increases or 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 against the assets of the division. This 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 surrendered for its Cash Surrender Value
at any time before the Insured dies. Unless a later effective date is selected,
surrender is effective on the date we receive the Policy and a written request
in good order at our Principal Administrative Office. The Policy and written
request for surrender are deemed received on the date on which they are received
by mail at our Principal Administrative Office. If the date on which a request
is received is not a Valuation Date, or if a request is received other than
through the mail after the closing of the New York Stock Exchange (a "valuation
time"), the request is deemed received on the next Valuation Date. The Cash
Surrender Value is the Account Value less any surrender charges and outstanding
Policy Debt.

Withdrawals. Subject to certain conditions, after the Policy has been in force
for six months you can make a Withdrawal from the Policy on any Monthly
Calculation Date by sending a written request to our Principal Administrative
Office. The minimum amount of a Withdrawal is $100 (before deducting the
withdrawal fee); the maximum amount is the Cash Surrender Value. The Withdrawal
also may not reduce the Account Value to an amount less than the cumulative sum
of the Policy's minimum planned premiums to date. The amount of the Withdrawal
is deducted from the Policy's Account Value at the end of the Valuation Period
applicable to the Monthly Calculation Date on which the Withdrawal is made. The
Policyowner must specify the GPA or the division (or divisions) 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 that division or GPA. A
2% fee, not to exceed $25.00, is deducted from each Withdrawal. The Account
Value and Selected Face Amount will automatically be reduced by the amount of
the Withdrawal unless otherwise requested and satisfactory evidence of
insurability is provided. A surrender charge is not charged for this decrease in
the Selected Face Amount.

POLICY LOAN PRIVILEGE

The Policy provides a loan privilege. After the first Policy Year (or in the
first Policy Year if required by law), loans can be made on the Policy at any
time before the Insured dies. The maximum loan is an amount equal to 90% (100%
where required by law) of the total of the Account Value at the time of the loan
less the then applicable surrender charge, less any outstanding Policy Debt. The
Policy must be properly assigned as collateral for the loan.

Source of Loan. The loan amount requested is taken from divisions of the
Separate Account and the GPA in proportion to the non-loaned Account Value of
each 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 the New
York Stock Exchange is closed (other than customary weekend and holiday
closings) or trading is restricted, or the Securities

14
<PAGE>

and Exchange Commission determines that a state of emergency exists; or the
Securities and Exchange Commission permits MML Bay State to delay payment for
the protection of our Policyowners.

If Loans Exceed the Policy Account Value. Policy Debt (which includes accrued
interest) must not equal or exceed 90% of the Account Value less any surrender
charges. If this limit is reached, we may terminate the Policy. To terminate for
this reason we will notify the Policyowner in writing. This notice states the
amount necessary to bring the Policy Debt back within the limit. If we do not
receive a payment 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. Termination of a policy
under these circumstances could cause the policyowner to recognize gross income
in the amount of any excess of the Policy Debt over the sum of the policyowner's
previously unrecovered premium contributions.

Interest. On the 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 rate is based on the monthly average of the composite yield on
seasoned corporate bonds as published by Moody's Investors Service 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 5%, 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.

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 of the designated segment of the
Separate Account 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. All repayments are allocated
to the GPA. Any repayment results in the transfer of values equal to the
repayment from the loaned portion of the GPA to the non-loaned portion of the
GPA but does not result in a transfer to the divisions of the Separate Account.
If the loan is not repaid, we deduct the amount due from any amount payable from
a full surrender or upon the death of the Insured.

Interest on Loaned Value. Any loaned amount is held in the GPA and earns
interest at a rate determined by MML Bay State, which is the greater of: (i) 4%,
and (ii) the Policy loan rate less not more than 2% (the current rate is 1.5%).

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

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 within a longer period
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 1 of the Application, whichever
is latest. Also, a Policyowner may cancel increases in the Selected Face Amount
under the same time limitations. To exercise these rights, the Policyowner
should mail or deliver the Policy and Policy delivery receipt either to MML Bay
State or to the agent who sold the Policy or to one of our agency offices. If
the Policy is cancelled 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 cancelled 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.

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 Trust. 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

15
<PAGE>

same proportion as the shares as to which instructions have been received.

OUR 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 segments 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

. Deregister 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.

DIRECTORS AND OFFICERS OF MML BAY STATE

Directors:

Paul D. Adornato, Director and Senior Vice
President-Operations
Director (since 1987) and Senior Vice President-Operations, MML Bay State,
since 1996; Senior Vice President, MassMutual, since 1986.

Lawrence V. Burkett, Jr., Director, President
and Chief Executive Officer
Director, President and Chief Executive Officer, MML Bay State, since 1996;
Executive Vice President and General Counsel, MassMutual, since 1993; Senior
Vice President and Deputy General Counsel, 1992-1993.

John B. Davies, Director
Director, MML Bay State, since 1996; Executive Vice President, MassMutual,
since 1994; Associate Executive Vice President, 1994-1994; General Agent,
1982-1993.

Anne Melissa Dowling, Director and Senior
Vice President - Large Corporate Marketing
Director and Senior Vice President-Large Corporate Marketing, MML Bay State,
since 1996; Senior Vice President, MassMutual, since 1996; Chief Investment
Officer, Connecticut Mutual Life Insurance Company, 1994-1996; Senior Vice
President-International, Travelers Insurance Co., 1987-1993.

Thomas J. Finnegan, Jr., Director and
Secretary
Director, since 1997, and Secretary, MML Bay State, since 1990; Vice
President, Secretary and Associate General Counsel, MassMutual, since
1984.

Daniel J. Fitzgerald, Director
Director, MML Bay State, since 1994; Executive Vice President, Corporate
Financial Operations, MassMutual, since 1994; Senior Vice President, 1991-
1994.

Maureen R. Ford, Director and Senior Vice
President-Annuity Marketing
Director and Senior Vice President-Annuity Marketing, MML Bay State, since
1996; Senior Vice President, MassMutual, since 1996; Marketing Officer,
Connecticut Mutual Life Insurance Company, 1989-1996.

Isadore Jermyn, Director and Senior Vice
President and Actuary
Director (since 1990) and Senior Vice President and Actuary, MML Bay State,
since 1996; Senior Vice President and Actuary, MassMutual, since 1995; Vice
President and Actuary, 1980-1995.

Stuart H. Reese, Director and Senior Vice
President-Investments
Director (since 1994) and Senior Vice President-Investments, MML Bay State,
since 1996; Senior Vice President, MassMutual, since 1993; Investment
Manager, Aetna Life and Casualty and Affiliates, 1979-1993.

PRINCIPAL OFFICERS (other than those who are also Directors):

Ann Iseley
Treasurer, MML Bay State, since 1996; Vice President and Treasurer,
MassMutual, since 1996; Chief Financial and Operations Officer, Connecticut
Mutual Financial Services, 1994-1996; Controller, The Mack Company, 1993-
1994; Vice President-Finance, Mutual of New York, 1988-1993.

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<PAGE>

THE GUARANTEED PRINCIPAL ACCOUNT

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.

A Policyowner may allocate or transfer all or part of the net Premium to the
Guaranteed Principal Account at any time, and such amounts shall become part of
MML Bay State's general account assets. The transfer will take effect when we
receive a written request in good order at our Principal Administrative Office.
The allocation or transfer of amounts to the Guaranteed Principal Account does
not entitle a Policyowner to share in the investment experience of those assets.
Instead, MML Bay State guarantees that those amounts allocated to the Guaranteed
Principal Account which are in excess of any Policy loans will accrue interest
daily at an effective annual rate equal to the greater of: a) 4%, and b) the
rate determined by an index defined in the Policy less any tax charge which
reflects the Policy's share of our federal income tax liability. For amounts
equal to any Policy loans, the guaranteed rate is the greater of a) 4% and b)
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 (this charge is
currently 1.5%). Although MML Bay State is not obligated to credit interest at a
rate higher than this minimum, it may declare a higher rate applicable for such
periods as it deems appropriate. Upon request MML Bay State will inform
Policyowners of the then applicable rate. Since MML Bay State takes into account
the need to provide for its expenses and guarantees, the crediting rate declared
by MML Bay State shall be net of charges it imposes against the earnings of the
GPA.

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 Policies, 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 law considerations, a qualified tax adviser should be consulted. No
attempt is made to consider any applicable state or other tax laws.

MML Bay State - 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 Values. The
investment income and realized capital gains are automatically applied to
increase book reserves associated with the Policies. Under existing federal
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 Policies. The reserve items taken into account at the close
of the taxable year for purposes of determining net increases or net decreases
must be adjusted for tax purposes by subtracting any amount attributable to
appreciation in the value of assets or by adding any amount attributable to
depreciation. MML Bay State's basis in the assets underlying the Separate
Account's Policies will be adjusted for appreciation or depreciation, to the
extent the reserves are adjusted. Thus, corporate level capital gains and loss,
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 excludable 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

17
<PAGE>

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. Where the provisions of Code Section 7702(f) do not cause a taxable
event, a withdrawal is taxable only to the extent that it exceeds the
Policyowner's as yet unrecovered premium contributions. MML Bay State suggests
that you consult with your tax adviser 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 adviser 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 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 adviser
should be consulted.

Modified Endowment Contracts. Contrary to the rules described above, loans and
other amounts distributed under a "modified endowment contract" are taxable to
the extent of any accumulated income in the Policy. The collateral assignment of
a modified endowment contract is treated as a distribution and subjects the
Policyowner to taxation on the gain accumulated within the Policy. For
successive tax years, as long as the collateral assignment remains on the
Policy, the Policyowner would be subject to current taxation on any increase in
the Policy's accumulated income.

In general, the amount which may be subject to tax is the excess of the Account
Value (both loaned and unloaned) over the previously unrecovered premiums paid.
Appropriate adjustments are made to account for amounts previously taxable as a
result of policy loans or collateral assignments. 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 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 contract 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 distributions: (i) that are made on or after

18
<PAGE>

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 adviser
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 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 and
distributions from any one such Policy are taxable to the extent of the income
accumulated in all the contracts 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 adviser. 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 Trust 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 the Trust'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 the Trust 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 Trust
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.

ADDITIONAL PROVISIONS OF THE POLICY

Reinstatement Option. For a period of five (5) years after termination the
Policyowner can request that we reinstate the Policy during the Insured's
lifetime. We will not reinstate the Policy if it has been returned for its Cash
Surrender Value. Note that a termination or reinstatement may cause the Policy
to become a modified endowment contract.

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

. A premium payment equal to the amount necessary to produce Account Value equal
to 3 times the total monthly deduction for the Policy on the Monthly
Calculation Date on or next following the date of reinstatement

. Evidence of insurability satisfactory to us and

. Where necessary, a signed acknowledgement that the Policy has become a
modified endowment contract.

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.

Payment Options. All or part of the Death Benefit or Cash Surrender Value may be
taken in cash or as a series of level payments. Proceeds applied will no longer
be affected by the investment experience of the Separate Account divisions or
the GPA.

To receive payments, the proceeds to be applied must be at least $2,000. If the
payments under any option are less than $20.00 each, we reserve the right to
make payments at less frequent intervals. Payment options are as described
below.

Fixed Amount Payment Option. Each monthly payment is for an agreed fixed amount
not less than $10.00 for each $1,000.00 applied under the option. Interest of at
least 3% per year is credited each month on the unpaid balance

19
<PAGE>

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 interest rate we credit to the unpaid
balance. This interest rate will not be less than 3% per year.

Interest Payment Option. We hold amounts applied under this option and pay
interest on the unpaid balance of at least 3% 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.

. 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.

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

. Payments guaranteed for 10 years.

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 paid balance may be withdrawn or applied under any
other option. Payments which are based on a named person's life may not be
withdrawn.

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. None of these benefits depends on the investment
performance of the Separate Account or the GPA. An additional benefit is
provided by a rider and is subject to the terms of both the Policy and the
rider. The following riders are available.

Waiver of Monthly Charges Rider. This rider provides that the monthly deductions
for the Policy and riders attached to it are waived after the insured has been
totally disabled for six months. The benefit is available to Insureds ages 0-59
and provides coverage up to the Policy Anniversary nearest age 65. For
disabilities which begin prior to age 60, the rider provides benefits for the
life of the Insured. If disability begins after the Policy Anniversary Date
nearest the Insured's 60th birthday and before age 65, we will not waive the
monthly deductions which are due on or after the Policy Anniversary Date nearest
the Insured's 70th birthday.

Accidental Death Benefit Rider. With this rider, we pay an additional Death
Benefit if the Insured dies as a direct result of accidental bodily injury. The
benefit is available to Insureds ages 0-65. Death must occur before the Policy
Anniversary nearest the Insured's 70th birthday.

Insurability Protection Rider. This rider provides the right to increase the
Selected Face Amount of the Policy without evidence of insurability on one or
more regular option dates or on substitute option dates. The benefit is
available to Insured's ages 0-38 and expires on the Policy Anniversary Date
nearest the Insured's 43rd birthday. Substitute option dates occur after the
Insured's marriage or the birth of a child of the insured. The amount of each
increase cannot be less than $15,000 or more than $100,000.

Accelerated Death Benefit Rider. Subject to state availability, MML Bay State
offers an Accelerated Death Benefit Rider. This rider provides for the payment
of a death benefit to the Beneficiary if the Insured is terminally ill. We must
receive proof of the terminal illness prior to the time when this rider may be
attached.

Beneficiary. A Beneficiary is any person named on our records to receive
insurance proceeds after the Insured dies. You name the Beneficiary when you
apply 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 premium payments; and

. Reinstate the Policy after termination.

The Beneficiary may be changed during the Insured's lifetime by forwarding a
request in 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
Owner or, if deceased, the Owner's estate.

Assignment. The Policy may be assigned as collateral for a loan or other
obligation. But for any assignment to be binding on us, 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 from the effective date of the increase or within two years from the Issue
Date of the

20
<PAGE>

Insurability Protection Rider, if the increase is provided by that rider.

Misstatement 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 mortality
charge for the correct date of birth or correct sex.

Suicide. If the Insured commits suicide within two years from the Issue Date (or
less where required by law), and while the Policy is in force, we pay a limited
Death Benefit in one sum to the Beneficiary. The limited Death Benefit is the
amount of premiums paid for the Policy, less any Policy Debt or amounts
withdrawn. For any increases in the Selected Face Amount, the limited Death
Benefit will be the monthly deductions made for that increase. If the limited
Death Benefit for the entire Policy is payable, there will be no additional
payment for the 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 any required documents 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 Securities and Exchange Commission, or the SEC
declares that an emergency exists; or

. The SEC, by order, permits us to delay payment in order to protect our
Policyowners.

In addition, a premium payment is not available to satisfy a surrender request
until the check, or other instrument by which the premium payment was made, has
been honored.

We may delay paying any surrender value or 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. If payment of a Cash Surrender Value or Withdrawal value is
delayed for 30 days or more, we add interest at an annual rate of 3%. We add
interest to a Death Benefit from the date of death to the date of payment at the
same rate as is paid under the Interest Payment Option.

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, we 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 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"), 1414 Main Street, Springfield, MA
01144-1013 acts as the principal underwriter of the Policies pursuant to a
Servicing Agreement to which MMLISI, MML Bay State, and the Separate Account are
parties. 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.

The Policies are no longer offered for sale to the public. Policyowners may
continue, however, to make premium payments under existing Policies. MMLISI is
the current broker-dealer for the existing Policies.

Under the Servicing Agreement among MMLISI, MML Bay State, and the Separate
Account, MMLISI receives compensation for its activities as principal
underwriter of the Policies. Compensation paid to MMLISI in 1996 under the
Agreement was $34,658. Commissions were paid through MMLISI to agents and
selling brokers for selling the Policies. During 1996 such payments amounted to
$4,610,798.

Commissions Schedule. Agents or selling brokers receive commissions as a
percentage of the premium payable in each Policy Year. The maximum commission
percentages are shown in the following Table:

<TABLE>
<CAPTION>
Percentage
Commission Above Minimum
Policy Year Percentage Planned Premium
- ------------ ----------- ----------------
<S> <C> <C>
1 50% 2%

2-10 6% 2%

11 and after 2% 2%
</TABLE>

Agents may receive commissions at lower rates on Policies sold to replace
existing insurance issued by MassMutual or any of its subsidiaries. Lower first
year commission rates apply for issue ages over 65.

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 added compensation. General
agents and brokers receive commissions based on different schedules.

Service Agreement. In addition to acting as investment manager for the Funds
underlying the Separate Account divisions, MassMutual performs certain
investment and administrative duties for us. MassMutual does this according to a
written agreement. The agreement is automatically renewed each year, unless
either party terminates it. Under this agreement, we pay MassMutual for salary
costs and other services and an amount for indirect costs incurred through our
use of MassMutual's personnel and facilities.

21
<PAGE>

Bonding Arrangement. An insurance company blanket bond is maintained providing
$25,000,000 coverage for officers and employees of MassMutual and MML Bay State
(subject to a $350,000 deductible) and $25,000,000 coverage for MassMutual's
general agents and agents (also subject to a $350,000 deductible).

LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

EXPERTS

The financial statements of the Variable Life Plus Segment of the Separate
Account and the financial statements of MML Bay State included in this
Prospectus have been included herein in reliance on the reports of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.

Coopers & Lybrand's report includes explanatory paragraphs relating to the use
of statutory accounting practices rather than generally accepted accounting
principles.

Actuarial matters in this Prospectus have been examined by Craig Waddington,
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 and the Variable Life Plus Segment of
the Separate Account included herein should be considered only as bearing upon
the ability of MML Bay State to meet its obligations under the Policy.

22
<PAGE>

Report Of Independent Accountants

To the Board of Directors and Policyowners of
MML Bay State Life Insurance Company

We have audited the statements of assets and liabilities of the MML Equity
Division, MML Money Market Division, MML Managed Bond Division and MML Blend
Division of the Variable Life Plus segment of MML Bay State Variable Life
Separate Account I as of December 31, 1996, and the related statements of
operations for the year then ended, and the statements of changes in net assets
for each of the two years in the period then ended. These financial statements
are the responsibility of the Account's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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. Our procedures included
verification of investments owned as of December 31, 1996 by examination of the
records of MML Series Investment Fund. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
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 the MML Equity Division, MML
Money Market Division, MML Managed Bond Division and MML Blend Division of the
Variable Life Plus segment of MML Bay State Variable Life Separate Account I at
December 31, 1996, the results of their operations for the year then ended, and
the changes in their net assets for each of the two years in the period then
ended, in conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.
Springfield, Massachusetts
February 4, 1997

23
<PAGE>

MML Bay State Variable Life Separate Account I -- Variable Life Plus
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
-------- -------- -------- --------
<S> <C> <C> <C> <C>
ASSETS
Investment in the MML Series Investment Fund
Number of shares (Note 2) ................................ 3,947,769 2,133,284 386,593 2,424,058
============ ========== ========== ===========

Identified cost (Note 3B) ................................ $ 90,676,480 $2,133,283 $4,662,561 $46,565,034
============ ========== ========== ===========

Value (Note 3A) .......................................... $117,589,574 $2,133,284 $4,657,808 $53,264,621
Dividends receivable ...................................... 5,476,702 8,365 74,013 1,819,406
Receivable from MML Bay State Life Insurance Company....... 1,012 -- 89 4,332
------------ ---------- ---------- -----------
Total assets ............................................. 123,067,288 2,141,649 4,731,910 55,088,359

LIABILITIES
Payable to MML Bay State Life Insurance Company............ -- 9,010 -- --
------------ ---------- ---------- -----------
NET ASSETS ................................................ $123,067,288 $2,132,639 $4,731,910 $55,088,359
============ ========== ========== ===========

Net Assets:
For variable life insurance policies....................... $123,037,068 $2,117,336 $4,711,875 $55,062,304
Retained in Variable Life Separate Account I by
MML Bay State Life Insurance Company...................... 30,220 15,303 20,035 26,055
------------ ---------- ---------- -----------
Net assets ............................................... $123,067,288 $2,132,639 $4,731,910 $55,088,359
============ ========== ========== ===========

Accumulation units (Note 8)
Policyowners ............................................. 40,714,685 1,383,622 2,351,881 21,133,540
MML Bay State Life Insurance Company...................... 10,000 10,000 10,000 10,000
------------ ---------- ---------- -----------
Total units .............................................. 40,724,685 1,393,622 2,361,881 21,143,540
============ ========== ========== ===========

NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 1996 ........................................ $ 3.02 $ 1.53 $ 2.00 $ 2.61
December 31, 1995 ........................................ 2.52 1.46 1.95 2.30
December 31, 1994 ........................................ 1.93 1.39 1.64 1.87
December 31, 1993 ........................................ 1.86 1.34 1.71 1.83
December 31, 1992 ........................................ 1.71 1.31 1.54 1.68
</TABLE>

See Notes to Financial Statements.

24
<PAGE>

MML Bay State Variable Life Separate Account I -- Variable Life Plus

STATEMENT OF OPERATIONS
For The Year Ended December 31, 1996

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
Investment income
Dividends (Note 3B) ........................ $ 5,478,434 $ 89,181 $ 280,614 $ 3,239,921

Expenses
Mortality and expense risk
fee (Note 4) .............................. 420,453 7,250 17,334 200,508
------------ ---------- ----------- ------------

Net investment income (Note 3C) ............ 5,057,981 81,931 263,280 3,039,413
------------ ---------- ----------- ------------
Net realized and unrealized
gain (loss) on investments
Net realized gain (loss) on
investments (Notes 3 and 6) ............... 2,103,813 -- (8,838) 894,768
Change in net unrealized
appreciation/depreciation
of investments ............................ 12,069,834 -- (130,618) 2,493,656
------------ ---------- ----------- ------------
Net gain (loss) on investments ............. 14,173,647 -- (139,456) 3,388,424
------------ ---------- ----------- ------------
Net increase in net assets
resulting from operations ................. $ 19,231,628 $ 81,931 $ 123,824 $ 6,427,837
============ ========== =========== ============
</TABLE>

See Notes to Financial Statements.

25
<PAGE>

MML Bay State Variable Life Separate Account I -- Variable Life Plus

STATEMENT OF CHANGES IN NET ASSETS
For The Years Ended December 31, 1996 and 1995

<TABLE>
<CAPTION>
1996
---------------------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
------------ ------------ ---------- -----------
<S> <C> <C> <C> <C>
Increase (decrease) in net assets
Operations:
Net investment income ...................... $ 5,057,981 $ 81,931 $ 263,280 $ 3,039,413
Net realized gain (loss) on investments .... 2,103,813 -- (8,838) 894,768
Change in net unrealized
appreciation/depreciation of investments .. 12,069,834 -- (130,618) 2,493,656
------------- ----------- ----------- ------------
Net increase in net assets
resulting from operations ................. 19,231,628 81,931 123,824 6,427,837
------------- ----------- ----------- ------------
Capital transactions: (Note 8)
Transfer of net premium .................... 30,253,210 479,029 965,175 13,099,759
Transfer to Guaranteed Principal Account.... (1,631) (2,710) (4,530) (1,159)
Transfer of surrender values ............... (2,815,182) (28,198) (114,542) (1,190,428)
Transfer due to death benefits.............. (47,935) (1,609) (20,793) (19,767)
Transfer due to policy loans,
net of repayment .......................... (2,517,403) (83,415) (100,937) (1,136,293)
Transfer due to reimbursement (payment)
of accumulation unit value fluctuation..... (7,844) (292) (2,296) 3,513
Withdrawal due to charges for administrative
and insurance costs ....................... (11,654,245) (181,244) (432,135) (5,542,332)
Divisional transfers ....................... 1,364,488 (102,281) 33,776 (1,295,983)
------------- ----------- ----------- ------------
Net increase in net assets
resulting from capital transactions ....... 14,573,458 79,280 323,718 3,917,310
------------- ----------- ----------- ------------
Total increase .............................. 33,805,086 161,211 447,542 10,345,147

NET ASSETS, at beginning of the year ........ 89,262,202 1,971,428 4,284,368 44,743,212
------------- ----------- ----------- ------------
NET ASSETS, at end of the year .............. $ 123,067,288 $ 2,132,639 $ 4,731,910 $ 55,088,359
============= =========== =========== ============
<CAPTION>
1995
----------------------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
------------ ---------- ---------- -----------
<S> <C> <C> <C> <C>
Increase (decrease) in net assets
Operations:
Net investment income ...................... $ 2,982,182 $ 95,125 $ 235,755 $ 2,286,564
Net realized gain (loss) on investments .... 897,322 -- 13,452 326,935
Change in net unrealized
appreciation/depreciation of investments .. 14,402,552 -- 382,495 4,912,611
------------- ----------- ----------- ------------
Net increase in net assets
resulting from operations ................. 18,282,056 95,125 631,702 7,526,110
------------- ----------- ----------- ------------
Capital transactions: (Note 8)
Transfer of net premium .................... 34,340,734 923,562 1,137,679 15,356,994
Transfer to Guaranteed Principal Account.... (51,835) (20,893) (5,113) (38,076)
Transfer of surrender values ............... (1,616,752) (60,015) (55,294) (648,565)
Transfer due to death benefits.............. (23,630) -- (945) (50,885)
Transfer due to policy loans,
net of repayment .......................... (1,630,072) (84,454) (75,539) (621,268)
Transfer due to reimbursement (payment)
of accumulation unit value fluctuation .... (12,629) 196 11,608 15,605
Withdrawal due to charges for administrative
and insurance costs ....................... (10,872,668) (272,925) (421,419) (5,307,865)
Divisional transfers ....................... 813,705 (345,752) 43,723 (511,676)
------------- ----------- ----------- ------------
Net increase in net assets
resulting from capital transactions ....... 20,946,853 139,719 634,700 8,194,264
------------- ----------- ----------- ------------
Total increase .............................. 39,228,909 234,844 1,266,402 15,720,374

NET ASSETS, at beginning of the year ........ 50,033,293 1,736,584 3,017,966 29,022,838
------------- ----------- ----------- ------------
NET ASSETS, at end of the year .............. $ 89,262,202 $ 1,971,428 $ 4,284,368 $ 44,743,212
============= =========== =========== ============
</TABLE>

See Notes to Financial Statements.

26
<PAGE>

MML Bay State Variable Life Separate Account I -- Variable Life Plus

Notes To Financial Statements

1. HISTORY

MML Bay State Variable Life Separate Account I ("Separate Account I") is
a separate investment account established on June 9, 1982 by MML Bay State
Life Insurance Company ("MML Bay State") in accordance with the
provisions of Chapter 376 of the Missouri Statutes. MML Bay State is a
wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company
("MassMutual").

MML Bay State maintains three segments within Separate Account I. The initial
segment ("Variable Life Segment") is used exclusively for MML Bay State's
limited payment variable whole life insurance policy.

On August 4, 1988, MML Bay State established a second segment ("Variable
Life Plus Segment") within Separate Account I to be used exclusively for MML
Bay State's flexible premium variable whole life insurance policy, known as
Variable Life Plus.

On July 24, 1995, MML Bay State established a third segment ("Variable Life
Select Segment") within Separate Account I to be used exclusively for MML
Bay State's flexible premium variable whole life insurance policy, known as
Variable Life Select.

The Separate Account I operates as a registered unit investment trust
pursuant to the Investment Company Act of 1940 and the rules promulgated
thereunder. MML Bay State paid $40,000 to the Variable Life Plus Segment on
August 4, 1988 to provide initial capital: 12,216 shares were purchased in
the four series of shares of the management investment company described in
Note 2 supporting the divisions of the Variable Life Plus Segment.

2. INVESTMENT OF THE VARIABLE LIFE PLUS SEGMENT'S ASSETS

The Variable Life Plus Segment maintains four divisions. The MML Equity
Division invests in shares of MML Equity Fund, the MML Money Market
Division invests in shares of MML Money Market Fund, the MML Managed Bond
Division invests in shares of MML Managed Bond Fund and the MML Blend
Division invests in shares of MML Blend Fund. MML Equity Fund, MML Money
Market Fund, MML Managed Bond Fund and MML Blend Fund are the four series
of MML Series Investment Fund (the "MML Trust"). The MML Trust is a no-
load, registered, open-end, diversified management investment company for
which MassMutual acts as investment manager. Concert Capital Management,
Inc. ("Concert") served as the investment sub-advisor to MML Equity Fund
and the Equity Sector of the MML Blend Fund from 1993-1996. Concert
merged with and into David L. Babson & Company, Inc. ("Babson") effective
December 31, 1996. At such time, both Concert and Babson were wholly-
owned subsidiaries of Babson Acquisition Corporation, which is a
controlled subsidiary of MassMutual. Thus, effective January 1, 1997,
Babson serves as the investment sub-advisor to MML Equity Fund and the
Equity Sector of the MML Blend Fund. MassMutual paid Concert a quarterly
fee equal to an annual rate of .13% of the average daily net asset value
of MML Equity Fund and the Equity Sector of MML Blend Fund.

In addition to the four divisions of the Variable Life Plus Segment, a
policyowner may also allocate funds to the Guaranteed Principal Account,
which is part of MML Bay State's general account. Because of exemptive and
exclusionary provisions, interests in the Guaranteed Principal Account, which
is part of MML Bay State's general 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.

3. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed
consistently by the Variable Life Plus Segment in the preparation of the
financial statements in conformity with generally accepted accounting
principles.

A. Investment Valuation

The investments in MML Equity Fund, MML Money Market Fund, MML Managed Bond
Fund and MML Blend Fund are each stated at market value which is the net
asset value of each of the respective funds.

B. Accounting For Investments

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

27
<PAGE>

Notes To Financial Statements (Continued)

C. Federal Income Taxes

MML Bay State is taxed under federal law as a life insurance company under
the provisions of the 1986 Internal Revenue Code, as amended. The Variable
Life Plus Segment is part of MML Bay State's total operation and is not taxed
separately. The Variable Life Plus Segment will not be taxed as a "regulated
investment company" under Subchapter M of the Internal Revenue Code. Under
existing federal law, no taxes are payable on investment income and realized
capital gains of the Variable Life Plus Segment credited to the policies.
Accordingly, MML Bay State does not intend to make any charge to the Variable
Life Plus Segment's divisions to provide for company income taxes. MML Bay
State may, however, make such a charge in the future if an unanticipated
change of current law results in a company tax liability attributable to the
Variable Life Plus Segment.

D. Policy Loan

When a policy loan is made, the Variable Life Plus Segment transfers the
amount of the loan to MML Bay State, thereby decreasing both the assets and
the reserves of the Variable Life Plus Segment by an equal amount. The
interest rate charged on any loan is 6% per year or the policyowner may
select an adjustable loan rate, in all jurisdictions except Arkansas, at the
time of application. All loan repayments are allocated to the Guaranteed
Principal Account.

The policyowner earns interest at an annual rate determined by MML Bay State,
which will not be less than 4%, on any loaned amount.

E. Estimates

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

4. CHARGES

MML Bay State charges the the Variable Life Plus Segment divisions for the
mortality and expense risks it assumes. The charge is made daily at an
effective annual rate of 0.40% of the value of each division's net assets.

MML Bay State makes certain deductions from the annual premium before amounts
are allocated to the Variable Life Plus Segment and the Guaranteed Principal
Account. The deductions are for sales charges and state premium taxes. No
additional deductions are taken when money is transferred from the Guaranteed
Principal Account to the Variable Life Plus Segment. MML Bay State also makes
certain charges for the cost of insurance and administrative costs.

5. SALES AGREEMENTS

MML Investors Services, Inc. ("MMLISI"), a wholly-owned subsidiary of
MassMutual, acts as principal underwriter (as defined in the Investment
Company Act of 1940, as amended) of the policies pursuant to an agreement
among MMLISI, MML Bay State and Separate Account I. The policies are no
longer offered for sale to the public. Policyowners may continue, however, to
make premium payments under existing policies. MMLISI is the current
broker-dealer for the existing policies.

Under the servicing agreement among its activities, MMLISI, MML Bay State and
Separate Account I, agents received commissions for its activities as
principal underwriters of the policies. MML Bay State reimburses MMLISI for
such compensation.

6. PURCHASES AND SALES OF INVESTMENTS

28
<PAGE>

Notes To Financial Statements (Continued)

7. NET INVESTMENT RETURN

The following table shows the net investment return for each division in
the Variable Life Plus Segment:

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
For the Year Ended: Division Division Division Division
------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
December 31, 1996............ 18.29% 4.47% 2.85% 12.83%
December 31, 1995............ 26.30% 5.03% 16.89% 20.32%
December 31, 1994............ 3.72% 3.41% (3.90)% 2.23%
December 31, 1993............ 8.49% 2.31% 9.91% 8.39%
December 31, 1992............ 10.17% 2.98% 6.79% 9.07%
</TABLE>

The net investment return for each division of the Variable Life Plus
Segment is computed using the net increase in net assets resulting from
operations as compared to the average monthly net assets. The net
investment return figures shown above do not reflect expenses related to
insurance products. Inclusion of such expenses would reduce the net
investment return figures for all periods shown.

8. NET INCREASE (DECREASE) IN ACCUMULATION UNITS

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1996 Division Division Division Division
----------------- -------- -------- -------- ---------
<S> <C> <C> <C> <C>
Units purchased.............. 11,061,920 321,133 498,819 5,418,933
Units withdrawn and
transferred to Guaranteed
Principal Account.......... (6,211,017) (199,230) (347,604) (3,258,016)
Units transferred between
divisions.................. 492,311 (76,090) 11,346 (509,444)
---------- --------- --------- ----------
Net increase................ 5,343,214 45,813 162,561 1,651,473
Units, at beginning of the
year....................... 35,381,471 1,347,809 2,199,320 19,492,067
---------- --------- --------- ----------
Units, at end of the year.... 40,724,685 1,393,622 2,361,881 21,143,540
========== ========= ========= ==========
</TABLE>
<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1995 Division Division Division Division
----------------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C>
Units purchased............... 15,481,429 650,831 645,726 7,399,298
Units withdrawn and
transferred to Guaranteed
Principal Account........... (6,364,767) (307,665) (312,678) (3,193,698)
Units transferred between
divisions................... 358,443 (243,923) 27,767 (239,733)
---------- --------- --------- ----------
Net increase.................. 9,475,105 99,243 360,815 3,965,867
Units, at beginning of the
year........................ 25,906,366 1,248,566 1,838,505 15,526,200
---------- --------- --------- ----------
Units, at end of the year.... 35,381,471 1,347,809 2,199,320 19,492,067
========== ========= ========= ==========
</TABLE>

29
<PAGE>

Notes To Financial Statements (Continued)

9. CONSOLIDATED MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I

As discussed in Note 1, the financial statements only represent activity
of MML Bay State's Variable Life Plus Segment. The combined net assets as
of December 31, 1996 for Separate Account I, which includes the Variable
Life, Variable Life Plus and Variable Life Select Segments, are as
follows:

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1996 Division Division Division Division
----------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Total assets .............................. $164,236,513 $5,162,759 $6,347,145 $69,888,083
Total liabilities ......................... 401,924 128,811 15,731 92,495
------------ ---------- ---------- -----------
Net assets ................................ $163,834,589 $5,033,948 $6,331,414 $69,795,588
============ ========== ========== ===========
Net assets:
For variable life insurance policies ...... 162,482,920 4,802,758 6,113,815 68,757,536
Retained in Variable Life Separate Account I
by MML Bay State Life Insurance Company ... 1,351,669 231,190 217,599 1,038,052
------------ ---------- ---------- -----------
Net assets ................................ $163,834,589 $5,033,948 $6,331,414 $69,795,588
============ ========== ========== ===========
<CAPTION>
Oppenheimer* Oppenheimer* Oppenheimer*
Capital Oppenheimer* Global Strategic
For the Year Ended Appreciation Growth Securities Bond
December 31, 1996 Division Division Division Division
----------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
Total assets .............................. $7,232,280 $4,761,677 $4,024,134 $1,024,663
Total liabilities ......................... 136,308 68,220 33,626 3,188
---------- ---------- ---------- ----------
Net assets ................................ $7,095,972 $4,693,457 $3,990,508 $1,021,475
========== ========== ========== ==========
Net assets:
For variable life insurance policies ...... 7,089,132 4,686,562 3,984,803 1,015,547
Retained in Variable Life Separate Account I
by MML Bay State Life Insurance Company ... 6,840 6,895 5,705 5,928
---------- ---------- ---------- ----------
Net assets ................................ $7,095,972 $4,693,457 $3,990,508 $1,021,475
========== ========== ========== ==========
</TABLE>

*Offered to the Variable Life Select Segment only.

Offered through MML Investors Services, Inc., Springfield, Massachusetts.

30
<PAGE>

Report Of Independent Accountants

To the Board of Directors of
MML Bay State Life Insurance Company

We have audited the accompanying statutory statement of financial position of
MML Bay State Life Insurance Company as of December 31, 1996 and 1995, and the
related statutory statements of income, changes in shareholder's equity, and
cash flows for each of the three years in the period ended December 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. These 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.

As described in Note 2 to the financial statements, the Company prepared these
financial statements using statutory accounting practices of the National
Association of Insurance Commissioners and the accounting practices prescribed
or permitted by the Department of Insurance of the State of Missouri, which
practices differ from generally accepted accounting principles. The effects on
the financial statements of the variances between the statutory basis of
accounting and generally accepted accounting principles, although not
determinable at this time, are presumed to be material.

In our report dated February 23, 1996, we expressed our opinion that the 1995
and 1994 financial statements, prepared using statutory accounting practices,
presented fairly, in all material respects, the financial position of the MML
Bay State Life Insurance Company as of December 31, 1995, and the results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles
("GAAP"). As described in Note 2 to the financial statements, financial
statements of stock life insurance subsidiaries of mutual life insurance
enterprises issued or reissued after 1996, and prepared in accordance with
statutory accounting principles, are no longer considered to be presentations in
conformity with GAAP. Accordingly, our present opinion on the 1995 and 1994
statutory financial statements as presented herein is different from that
expressed in our previous report.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MML Bay State Life Insurance
Company at December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996,
on the statutory basis of accounting described in Note 2.

Springfield Massachusetts Coopers & Lybrand, L.L.P.
February 7, 1997

31
<PAGE>

MML BAY STATE LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
(In Thousands)
<S> <C> <C>
Assets:
Bonds ............................................ $ 44,929.6 $ 41,260.6
Policy loans ..................................... 9,988.3 6,444.9
Cash and short-term investments .................. 7,013.9 490.5
Investment and insurance amounts receivable ...... 2,277.8 1,268.0
Transfer due from separate account ............... 50,186.8 29,015.6
Federal income tax receivable .................... 1,139.4 215.5
Other assets ..................................... 4,034.9 109.8
Separate account assets .......................... 706,668.9 265,188.5
------------ ------------
$ 826,239.6 $ 343,993.4
============ ============
<CAPTION>
<S> <C> <C>
Liabilities:
Policyholders' reserves and funds ................ $ 26,533.5 $ 19,095.9
Policy claims and other benefits ................. 1,074.1 1,507.6
Payable to parent ................................ 2,929.9 3,165.2
Accrued insurance expenses and taxes ............. 6,905.3 4,693.5
Asset valuation reserve .......................... 228.8 153.8
Other liabilities ................................ 7,235.6 2,200.7
Separate account reserves and liabilities ........ 703,670.1 262,833.9
------------ ------------
748,577.3 293,650.6
============ ============
<CAPTION>
<S> <C> <C>
Shareholder's equity:
Common stock, $200 par value
25,000 shares authorized
12,501 shares issued and
outstanding ..................................... 2,500.2 2,000.2
Paid-in capital and contributed surplus .......... 71,736.9 46,736.9
Surplus .......................................... 3,425.2 1,605.7
------------ ------------
77,662.3 50,342.8
------------ ------------
$ 826,239.6 $ 343,993.4
============ ============
</TABLE>

See notes to statutory financial statments

32
<PAGE>

MML BAY STATE LIFE INSURANCE COMPANY
STATUTORY STATEMENT OF INCOME

Years Ended December 31,
1996 1995 1994
---- ---- ----
(In Thousands)

<S> <C> <C> <C>
Income:
Premium income ....................... $ 441,212.1 $ 92,732.8 $ 54,481.4
Net investment and other income ...... 8,430.6 4,305.8 3,531.8
Expense allowance on reinsurance ceded 0.0 526.5 132.4
------------ ------------ -----------
449,642.7 97,565.1 58,145.6
------------ ------------ -----------
Benefits and expenses:
Policy benefits and payments ......... 11,035.0 5,691.0 2,939.9
Addition to policyholders' reserves,
funds and separate accounts .......... 363,526.2 66,974.4 30,422.1
Operating expenses ................... 24,032.2 11,222.9 11,960.6
Commissions .......................... 28,133.3 15,072.4 10,747.5
State taxes, licenses and fees ....... 9,051.1 2,546.8 1,405.1
------------ ------------ -----------
435,777.8 101,507.5 57,475.2
------------ ------------ -----------
Net gain (loss) from operations before
federal income taxes ................ 13,864.9 (3,942.4) 670.4
Federal income taxes (benefit) ....... 11,829.0 632.8 (934.8)
------------ ------------ -----------
Net gain (loss) from operations ...... 2,035.9 (4,575.2) 1,605.2
Net realized capital loss ............ (58.1) (42.8) (24.4)
------------ ------------ -----------
Net income (loss) .................... $ 1,977.8 $ (4,618.0) $ 1,580.8
============ ============ ===========

</TABLE>

See notes to statutory financial statements.

33
<PAGE>

MML BAY STATE LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995 1994
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Shareholder's equity, beginning of year ............. $ 50,342.8 $ 55,963.0 $ 33,396.9
----------- ----------- -----------
Increases (decrease) due to:
Net income (loss) ................................. 1,977.8 (4,618.0) 1,580.8
Additions to asset valuation reserve .............. (75.0) (47.0) (43.3)
Change in separate account surplus ................ 35.0 344.2 108.6
Surplus contribution .............................. 25,500.0 0.0 25,000.0
Prior year adjustment ............................. 0.0 (1,299.4) (4,101.5)
Change in accounting for mortgage backed securities 0.0 0.0 21.5
Change in non-admitted assets and other ........... (118.3) 0.0 0.0
----------- ----------- -----------
27,319.5 (5,620.2) 22,566.1
----------- ----------- -----------
Shareholder's equity, end of year ................... $ 77,662.3 $ 50,342.8 $ 55,963.0
=========== =========== ===========
</TABLE>

See notes to statutory financial statements.

34
<PAGE>

MML BAY STATE LIFE INSURANCE COMPANY

STATUTORY STATEMENT OF CASH FLOWS

Years Ended December 31,
1996 1995 1994
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Operating activities:
Net income (loss) .................................... $ 1,977.8 $ (4,618.0) $ 1,580.8
Additions to policyholders' reserves, funds,
and net of transfers to separate accounts .......... 7,004.1 8,610.8 2,064.6
Net realized capital loss ........................... 58.1 42.8 24.4
Change in receivable from separate accounts ......... (21,171.1) (7,907.6) (6,456.2)
Change in receivable (payable) to parent ............ (235.4) (1,203.0) 5,145.0
Change in federal taxes receivable (payable) ........ (923.9) (1,018.7) (910.3)
Other changes ....................................... 1,536.8 (2,543.9) (1,178.9)
----------- ----------- -----------
Net cash provided by (used in) operating activities . (11,753.6) (8,637.6) 269.4
----------- ----------- -----------
Investing activities:
Purchases of investments and loans .................. (35,959.1) (28,440.1) (43,275.8)
Sales or maturities of investments and receipts
from repayments of loans ........................... 28,736.1 36,618.2 18,455.4
----------- ----------- -----------
Net cash provided by (used in) investing activities . (7,223.0) 8,178.1 (24,820.4)
----------- ----------- -----------
Financing activities:
Capital and Surplus contribution .................... 25,500.0 0.0 25,000.0
----------- ----------- -----------
Net cash provided by financing activities ........... 25,500.0 0.0 25,000.0
----------- ----------- -----------
Increase (decrease) in cash and short-term investments 6,523.4 (459.5) 449.0

Cash and short-term investments, beginning of year ... 490.5 950.0 501.0
----------- ----------- -----------
Cash and short-term investments, end of year ......... $ 7,013.9 $ 490.5 $ 950.0
=========== =========== ===========
</TABLE>

See Notes To Statutory Financial Statements

35
<PAGE>

Notes To Statutory 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 and variable annuities distributed through career
agents. On March 1, 1996, the operations of Connecticut Mutual Life Insurance
Company were merged into MassMutual.

2. SUMMARY OF ACCOUNTING PRACTICES

The accompanying statutory financial statements, except as to form, have been
prepared in conformity with the practices of the National Association of
Insurance Commissioners and the accounting practices prescribed or permitted by
the State of Missouri ("statutory accounting practices"), which practices were
also considered to be in conformity with generally accepted accounting
principles ("GAAP"). In 1993, the Financial Accounting Standards Board ("FASB")
issued interpretations No. 40 ("Fin. 40"), "Applicability of Generally Accepted
Accounting Principles to Mutual Life Insurance and Other Enterprises", which
clarified that mutual life insurance companies issuing financial statements
described as prepared in conformity with GAAP after 1995 are required to apply
all applicable GAAP pronouncements in preparing those financial statements. In
January 1995, the FASB issued Statement No. 120 ("SFAS 120"), Accounting and
Reporting by Mutual Life Insurance Enterprises and by Insurance Enterprises for
Certain Long-Duration Participating Contracts," which among other things,
extended the applicability of certain FASB statements to mutual life insurance
companies and deferred the effective date of Fin. 40 to financial statements
issued or reissued after 1996. As required by generally accepted auditing
standards, the opinion expressed by our independent accountants on the 1995 and
1994 financial statements is different from that expressed in their previous
report.

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

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

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.

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.
This method considers prepayment assumptions for mortgage backed securities,
which were obtained from a prepayment model, that factors in mortgage type,
seasoning, coupon, current interest rate and the economic environment. The
effect of this change, $21.5 thousand, was recorded as of December 31, 1994 as
an increase to shareholders' equity on the Statutory Statement of Financial
Position and had no material effect for 1996 and 1995 net income. Through
December 31, 1994, premium and discount on bonds were amortized into investment
income over the stated lives of the securities.

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.

36
<PAGE>

Notes To Statutory Financial Statements (Continued)

In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve and an Interest Maintenance Reserve. The Asset Valuation
Reserve and other investment reserves as prescribed by the regulatory
authorities, stabilize the shareholders' 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 using the grouped method over the remaining life of
the investment sold or over the remaining life of the underlying asset. Net
realized after tax capital losses of $33.7 thousand in 1996 and net realized
after tax capital gains of $250.2 thousand in 1995 and net realized after tax
capital losses of $7.0 thousand in 1994 were charged to the Interest Maintenance
Reserve. Amortization of the Interest Maintenance Reserve into net investment
income amounted to $85.8 thousand in 1996, $42.1 thousand in 1995 and $86.9
thousand in 1994. The Interest Maintenance Reserve is included in other
liabilities on the statutory 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 shareholders' equity.

b. Separate Accounts

Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the benefit of variable life insurance
policyholders. 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. Transfer due from separate account
represents the separate account assets in excess of statutory benefit reserves.
Premiums, benefits and expenses of the separate accounts are reported on the
Statutory 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 $2,998.8
thousand and $2,354.6 thousand of its assets invested in the separate account as
of December 31, 1996 and 1995, respectively.

The net transfers to separate accounts of $356,088.6 thousand, $59,792.6
thousand and $28,141.7 thousand in 1996, 1995 and 1994, respectively, are
included in addition to policyholders' reserves, funds and separate accounts.

c. Policyholders' Reserves

Policyholders' reserves for life contracts were developed using accepted
actuarial methods computed principally on the net level premium method and the
Commissioners' Reserve Valuation Method using the 1958 and 1980 Commissioners'
Standard Ordinary mortality tables with assumed interest rates ranging from 3.5
to 5.5 percent. Reserves for individual annuities are based on accepted
actuarial methods, principally at interest rates ranging from 5.5 to 6.0
percent.

During 1994, actuarial guidelines requiring additional reserves for immediate
payment of claims became effective. While the Company's aggregate reserves were
sufficient, the reserves for certain products were not recorded. The effect of
correctly recording these reserves was $1,299.4 thousand at December 31, 1994
and was recorded as an adjustment to shareholders' equity during 1995.

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

3 STOCKHOLDER'S EQUITY

The Board of Directors of MassMutual has authorized the contribution of funds to
the Company sufficient to meet the capital requirements of all states in which
the Company is licensed to do business. Substantially all of the statutory
stockholder's equity is subject to dividend restrictions relating to various
state regulations which limit the payment of dividends without prior approval.
Under these regulations, $3,425.2 thousand of stockholder's equity is available
for distribution to shareholders in 1997 without prior regulatory approval.

37
<PAGE>

Notes To Statutory Financial Statements (Continued)

4. 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 $16,429.2
thousand, $6,588.1 thousand and $7,762.9 thousand in 1996, 1995 and 1994,
respectively.

The Company had reinsurance agreements with MassMutual in which MassMutual
assumed specific plans of insurance on a coinsurance basis and on a yearly
renewal term basis. The coinsurance agreement was terminated in 1995. A
termination fee of $6,200.0 thousand was recorded as an expense and paid to
MassMutual for the rights to retain future fees and charges on the reinsurance
business. While the agreement was in effect, the Company ceded premiums
amounting to $29,597.0 thousand and $26,115.1 thousand in 1995 and 1994,
respectively. Additionally, the Company ceded administrative and insurance
charges of $4,310.3 thousand in 1995 and $4,208.3 thousand in 1994 for policies
issued in those years. The Company received $4,836.8 thousand and $8,434.7
thousand and 1995 and 1994, respectively, as commissions and an expense
allowance. Reserves on all business ceded amounted to $8,027.9 thousand in
1995, immediately preceding the termination, which reduced policyholders'
reserves and funds. The Company's separate accounts retained 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 required
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 shareholders' equity during 1994. The effects of this adjustment
in 1994 were included in the expense allowance on reinsurance ceded and all
related tax benefits were recorded in 1995 and 1994 on the Statutory Statement
of Income in accordance with the accounting practices of the National
Association of Insurance Commissioners.

During 1996 and 1994, MassMutual contributed additional paid in capital of
$25,000.0 thousand cash to the Company.

5. FEDERAL INCOME TAXES

The provision for federal income taxes is based upon the Company's best estimate
of its tax liability. No deferred tax effect is recognized for temporary
differences that may exist between financial reporting and taxable income.
Accordingly, the federal tax provision, using the most current information
available, and adjusting for miscellaneous temporary differences, primarily
reserves and acquisition costs, resulted in an effective tax rate which is other
than the statutory tax rate.

The Internal Revenue Service is currently examining the Company's income tax
returns through the year 1992. Federal income tax returns for the years 1995,
1994 and 1993 are open to examination by the Internal Revenue Service. The
Company believes any adjustments resulting from such examinations will not
materially affect its statutory financial statements.

The Company plans to file its 1996 federal income tax return on a consolidated
basis with MassMutual and MassMutual's other life and non-life affiliates. The
Company and its life and non-life affiliates are subject to a written tax
allocation agreement which allocates tax liability in a manner permitted under
Treasury regulations. Generally, the agreement provides that loss members shall
be compensated for the use of their losses and credits by other members.

The Company made federal tax payments of $12,811.7 thousand and $1,892.0
thousand in 1996 and 1995, respectively. No federal tax payments were made
during 1994.

6. INVESTMENTS

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

38
<PAGE>

Notes To Statutory Financial Statements (Continued)

a. Bonds

The carrying value and estimated fair value of bonds are as follows:
<TABLE>
<CAPTION>
December 31, 1996
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
-------- ---------- ---------- ---------
(In Thousands)
<S> <C> <C> <C> <C>
U.S. Treasury Securities and Obligations of U.S.
Government Corporations and Agencies .......... $ 7,767.8 $ 79.5 $ 41.1 $ 7,806.2
Mortgage-backed securities ..................... 8,265.9 42.1 64.6 8,243.4
Industrial securities .......................... 28,895.9 293.6 146.1 29,043.4
----------- -------- -------- -----------
TOTAL ....................................... $ 44,929.6 $ 415.2 $ 251.8 $ 45,093.0
=========== ======== ======== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-----------------
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 .......... $ 7,929.3 $ 107.8 $ 1.0 $ 8,036.1
Mortgage-backed securities ..................... 11,979.4 114.9 35.9 12,058.4
Industrial securities .......................... 21,351.9 684.2 1.7 22,034.4
----------- -------- ------- -----------
TOTAL ....................................... $ 41,260.6 $ 906.9 $ 38.6 $ 42,128.9
=========== ======== ======= ===========
</TABLE>

The carrying value and estimated fair value of bonds at December 31, 1996 by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.

<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
--------- ---------
(In Thousands)
<S> <C> <C>
Due in one year or less................................... $ 6,383.8 $ 6,423.7
Due after one year through five years..................... 13,043.8 13,203.9
Due after five years through ten years.................... 12,929.9 12,865.2
Due after ten years....................................... 1,510.1 1,503.1
-------- ---------
33,867.6 33,995.9
Mortgage-backed securities, including securities guaranteed
by the U.S. Government................................... 11,062.0 11,097.1
--------- ---------
TOTAL.................................................. $44,929.6 $45,093.0
========= =========
</TABLE>

Proceeds from sales and maturities of investments in bonds were $28,736.1
thousand during 1996, $36,584.5 thousand during 1995 and $17,742.4 thousand
during 1994. Gross capital gains of $33.2 thousand in 1996, $535.0 thousand in
1995 and $44.5 thousand in 1994 and gross capital losses of $65.2 thousand in
1996, $87.0 thousand in 1995 and $52.3 thousand in 1994 were realized on those
sales, a portion of which were included in the Interest Maintenance Reserve.
The estimated fair value of non-publicly traded bonds is determined by the
Company using a pricing matrix.

b. Other

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

39
<PAGE>

Notes To Statutory Financial Statements (Continued)

7. LIQUIDITY

The withdrawal characteristics of the policyholders' reserves and funds,
including separate accounts, and the invested assets which support them at
December 31, 1996 are illustrated below:
<TABLE>
<CAPTION>
(In Thousands)
<S> <C> <C>
Total policyholders' reserves and funds and separate account liabilities $730,203.6
Not subject to discretionary withdrawal (143.3)
Policy loans (9,988.3)
----------
Subject to discretionary withdrawal $720,072.0
----------
Total invested assets, including separate investment accounts $768,600.7
Policy loans and other invested assets (9,988.3)
----------
Readily marketable investments $758,612.4
==========
</TABLE>

8. BUSINESS RISKS AND CONTINGENCIES

Approximately 52% of the Company's premium revenue is derived from two
customers.

The Company is subject to insurance guaranty fund laws in the states in which it
does business. These laws assess insurance companies amounts to be used to pay
benefits to policyholders and claimants of insolvent insurance companies. Many
states allow these assessments to be credited against future premiums. The
Company believes such assessments in excess of amounts accrued will not
materially affect its financial position, results of operations or liquidity.
In 1996, the Company elected not to admit $83.3 thousand of guaranty fund
premium tax offset receivables relating to prior assessments.

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

9. AFFILIATED COMPANIES

The relationship of the Company, its parent and affiliated companies as of
December 31, 1996 is illustrated below. Subsidiaries are wholly-owned by the
parent, except as noted.

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

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

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

40
<PAGE>

Notes To Statutory Financial Statements (Continued)

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

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

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

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

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

41
<PAGE>

Appendix A

Illustrations 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 premiums 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 the 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. 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. The premium payment is $1,200 using
guaranteed schedules of mortality and expense charges and current fund level
expenses.

3. The illustration on page 45 is for a Policy issued to a female nonsmoker age
35 for a Selected Face Amount of $100,000. 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 female nonsmoker age
35 for a Selected Face Amount of $100,000. The premium payment is $1,200 using
guaranteed schedules of mortality and expense charges and current fund level
expenses.

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 also 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 of the Separate Account, if the rates of
return for all the Funds averaged 0%, 6% or 12% but varied above or below that
average for particular Funds.

The death benefits and cash surrender values shown in illustrations 1 and 3
reflect the following current charges:

1. Administrative Charge, equal to a monthly $4.00 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 .40% on an annual basis,
of the net asset value of the Fund shares held by the Separate Account.

4. Fund level expenses of .45% on an annual basis, of the net asset value of the
Fund shares held by the Separate Account. Actual Fund level expenses may
vary.

The death benefits and cash surrender values shown in illustrations 2 and 4
reflect the following guaranteed maximum charges as well as the current fund
level expenses.

1. Administrative Charge, equal to $8.00 per month.

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

3. Mortality and Expense Risk Charge, which is equal to .40% on an annual basis,
of the net asset value of the Fund shares held by the Separate Account.

Cash surrender values shown in the tables reflect the deduction of the
applicable Administrative Surrender Charge (during the first ten Policy Years)
and the applicable Sales Load Surrender Charge (during the first fifteen Policy
Years). Taking into account the 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 net annual rate of return would be -0.846%, 5.103% and
11.053% respectively.

MassMutual has agreed to bear expenses of the Funds (other than the management
fee, interest, taxes, brokerage commissions and extraordinary expenses) in
excess of .11% of average daily net asset value of each Fund through April 30,
1998. During 1996 no expenses were required to be reimbursed pursuant to this
undertaking.

Currently no charge is made against the Separate Account for federal income
taxes but MML Bay State 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 amounts 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, or
additional premium payments 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
$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 $100,000 $100,000 $100,000 $178 $237 $297
2 2,583 100,000 100,000 100,000 1,055 1,230 1,413
3 3,972 100,000 100,000 100,000 1,946 2,296 2,675
4 5,431 100,000 100,000 100,000 2,850 3,435 4,094
5 6,962 100,000 100,000 100,000 3,737 4,620 5,656
6 8,570 100,000 100,000 100,000 4,607 5,855 7,377
7 10,259 100,000 100,000 100,000 5,460 7,139 9,273
8 12,032 100,000 100,000 100,000 6,293 8,474 11,364
9 13,893 100,000 100,000 100,000 7,106 9,863 13,669
10 15,848 100,000 100,000 100,000 7,897 11,307 16,214
15 27,189 100,000 100,000 100,000 11,560 19,496 33,653
20 41,663 100,000 100,000 145,717 13,969 28,908 61,745
25 60,136 100,000 100,000 217,408 15,136 40,233 106,572
30 (Age 65) 83,713 100,000 100,000 319,808 15,155 54,538 178,664
35 113,804 100,000 114,450 464,338 13,188 72,437 293,885
40 152,208 100,000 133,611 678,517 6,876 93,434 474,487
45 201,222 0 153,864 986,440 0 117,453 753,008
50 263,778 0 177,179 1,443,690 0 144,048 1,173,732
</TABLE>

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
$1,200 Annual Premium
Using Guaranteed Schedules Of Mortality and Expense
Charges as well as Current Fund Level Expenses

<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 $100,000 $100,000 $100,000 $119 $177 $235
2 2,583 100,000 100,000 100,000 938 1,106 1,281
3 3,972 100,000 100,000 100,000 1,770 2,103 2,465
4 5,431 100,000 100,000 100,000 2,612 3,167 3,794
5 6,962 100,000 100,000 100,000 3,436 4,272 5,253
6 8,570 100,000 100,000 100,000 4,241 5,418 6,857
7 10,259 100,000 100,000 100,000 5,024 6,605 8,619
8 12,032 100,000 100,000 100,000 5,786 7,837 10,558
9 13,893 100,000 100,000 100,000 6,525 9,113 12,692
10 15,848 100,000 100,000 100,000 7,240 10,435 15,044
15 27,189 100,000 100,000 100,000 10,487 17,869 31,100
20 41,663 100,000 100,000 134,551 12,451 26,261 57,013
25 60,136 100,000 100,000 199,762 12,808 35,910 97,922
30 (Age 65) 83,713 100,000 100,000 288,472 10,476 46,854 161,158
35 113,804 100,000 100,000 405,188 3,057 59,148 256,448
40 152,208 0 104,875 566,473 0 73,339 396,135
45 201,222 0 115,254 777,620 0 87,980 593,603
50 263,778 0 125,501 1,064,427 0 102,033 865,388
</TABLE>

44
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount
$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 $100,000 $100,000 $100,000 $224 $284 $344
2 2,583 100,000 100,000 100,000 1,121 1,298 1,483
3 3,972 100,000 100,000 100,000 2,047 2,401 2,785
4 5,431 100,000 100,000 100,000 2,966 3,559 4,228
5 6,962 100,000 100,000 100,000 3,869 4,765 5,816
6 8,570 100,000 100,000 100,000 4,755 6,021 7,565
7 10,259 100,000 100,000 100,000 5,623 7,328 9,494
8 12,032 100,000 100,000 100,000 6,475 8,690 11,622
9 13,893 100,000 100,000 100,000 7,308 10,109 13,972
10 15,848 100,000 100,000 100,000 8,123 11,588 16,569
15 27,189 100,000 100,000 106,927 11,919 19,997 34,374
20 41,663 100,000 100,000 167,936 14,704 29,947 62,897
25 60,136 100,000 100,000 249,818 16,644 42,293 108,617
30 (Age 65) 83,713 100,000 114,805 362,186 17,607 57,691 182,003
35 113,804 100,000 132,597 520,008 16,962 76,205 298,855
40 152,208 100,000 151,426 745,583 14,696 98,971 487,309
45 201,222 100,000 174,279 1,086,404 8,600 126,289 787,249
50 263,778 0 197,888 1,572,208 0 157,054 1,247,784
</TABLE>

45
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

Female, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount
$1,200 Annual Premium
Using Guaranteed Schedule Of Mortality and Expense
Charges as well as Current Fund Level Expenses
<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 $100,000 $100,000 $100,000 $171 $230 $288
2 2,583 100,000 100,000 100,000 1,014 1,184 1,362
3 3,972 100,000 100,000 100,000 1,884 2,223 2,591
4 5,431 100,000 100,000 100,000 2,746 3,312 3,950
5 6,962 100,000 100,000 100,000 3,589 4,441 5,442
6 8,570 100,000 100,000 100,000 4,413 5,614 7,081
7 10,259 100,000 100,000 100,000 5,215 6,829 8,883
8 12,032 100,000 100,000 100,000 5,996 8,090 10,866
9 13,893 100,000 100,000 100,000 6,756 9,399 13,052
10 15,848 100,000 100,000 100,000 7,495 10,759 15,463
15 27,189 100,000 100,000 100,000 10,898 18,453 31,966
20 41,663 100,000 100,000 156,171 13,305 27,478 58,491
25 60,136 100,000 100,000 231,731 14,750 38,506 100,753
30 (Age 65) 83,713 100,000 103,816 333,778 14,858 52,169 167,728
35 113,804 100,000 118,610 472,223 12,243 68,166 271,393
40 152,208 100,000 131,974 657,158 4,745 86,258 429,515
45 201,222 0 145,093 910,526 0 105,140 659,802
50 263,778 0 156,139 1,241,892 0 123,920 985,629
</TABLE>

46
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission (the "Commission") such supplementary and
periodic information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

RULE 484 UNDERTAKING

The Bylaws of MML Bay State provide for indemnification of directors and
officers as follows:

MML Bay State directors and officers are indemnified under its by-laws. No
indemnification is provided with respect to any liability to any entity which is
registered as an investment company under the Investment Company Act of 1940 or
to the security holders thereof, where the basis for such liability is willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of office.

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

REPRESENTATIONS UNDER SECTION 26 (e)(2)(A),
OF THE INVESTMENT COMPANY ACT OF 1940

MML Bay State Life Insurance Company hereby represents that the fees and
charges deducted under the flexible premium variable whole life insurance
policies described in this Registration Statement in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by MML Bay State Life Insurance Company.
<PAGE>

CONTENTS OF POST-EFFECTIVE Amendment No. 9

The Post-effective Amendment is comprised of the following documents:

The Facing Sheet.

The Prospectus consisting of 46 pages.

The Undertaking to File Reports.

The Signatures.

Written Consents of the Following Persons:

1. Coopers & Lybrand L.L.P, independent accountants;

2. Counsel opining as to the legality of securities being registered;

3. Craig Waddington , Actuary.

The following Exhibits:

99. The following Exhibits correspond to those required by Paragraph A
of the instructions as to Exhibits in Form N-8B-2:

A. (1) Resolution of Board of Directors of MML Bay State establishing
the Separate Account.*

(2) Not applicable.

(3) Distribution Contracts:

(a) Distribution Servicing Agreement between MMLISI and MML Bay
State.**

(b) Not applicable.

(4) Servicing Agreement between MML Bay State Life Insurance Company
and Massachusetts Mutual Life Insurance Company.**

(5) Flexible Premium Variable Whole Life Insurance Policy.**

(6) (a) Certificate of Incorporation of MML Bay State.**

(b) By-Laws of MML Bay State.**

- -------
*Filed on January 12, 1988 as part of original Form S-6.
**Filed on April 26, 1988 as part of Pre-Effective Amendment No. 1 to Form S-6.
<PAGE>

(7) Not applicable.

(8) Not applicable.

(9) Not applicable.

(10) Application for a flexible premium variable whole life insurance
policy.**

(11) Memorandum describing MML Bay State's issuance, transfer, and
redemption procedures for the Policy. ***

99.2. Opinion and Consent of Counsel as to the legality of the
securities being registered. ****

3. No financial statement will be omitted from the Prospectus
pursuant to Instruction 1(b) or (c) of Part I.

4. Not applicable.

99.C.1. Consent of Coopers & Lybrand L.L.P.****

99.C.6. Opinion and consent of Craig Waddington as to actuarial
matters pertaining to the securities being registered. ****

99.5. Powers of Attorney ****

27. Financial Data Schedule****

- -----------
** Filed on April 26, 1988 as part of Pre-Effective Amendment No. 1 to
Form S-6.
*** Filed on April 26, 1993 as part of Post-Effective Amendment No. 5 to
Form S-6.
**** Filed herewith.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
caused this Post-Effective Amendment No. 9 to Registration Statement No. 33-
19605 to be signed on its behalf by the undersigned thereunto duly authorized,
all in the city of Springfield and the Commonwealth of Massachusetts, on the
21st day of April, 1997.

MML BAY STATE VARIABLE LIFE SEPARATE ACCOUNT I

MML BAY STATE LIFE INSURANCE COMPANY
(Depositor)

By: /s/ Lawrence V. Burkett, Jr.*
-------------------------------------------------------------
Lawrence V. Burkett, Jr., President and Chief Executive Officer
MML Bay State Life Insurance Company

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

As required by the Securities Act of 1933, this Post-Effective Amendment No. 9
to Registration Statement No. 33-19605 has been signed by the following persons
in the capacities and on the duties indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence V. Burkett, Jr.* President, Chief Executive Officer April 21, 1997
- ----------------------------- and Director
Lawrence V. Burkett, Jr.

/s/ Ann Iseley* Treasurer (Principal Financial April 21, 1997
- ------------------------------ Officer)
Ann Iseley

/s/ John Miller, Jr.* Second Vice President and Comptroller April 21, 1997
- ------------------------------- (Principal Accounting Officer)
John Miller, Jr.

/s/ Paul D. Adornato* Director April 21, 1997
- -------------------------------
Paul D. Adornato

/s/ John B. Davies* Director April 21, 1997
- -------------------------------
John B. Davies

/s/ Anne Melissa Dowling* Director April 21, 1997
- -------------------------------
Anne Melissa Dowling

/s/ Thomas J. Finnegan, Jr.* Director April 21, 1997
- -------------------------------
Thomas J. Finnegan, Jr.

/s/ Daniel F. Fitzgerald* Director April 21, 1997
- -------------------------------
Daniel F. Fitzgerald
</TABLE>
<PAGE>

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

/s/ Maureen R. Ford* Director April 21, 1997
- --------------------------------
Maureen R. Ford

/s/ Isadore Jermyn* Director April 21, 1997
- --------------------------------
Isadore Jermyn

/s/ Stuart H. Reese* Director April 21, 1997
- --------------------------------
Stuart H. Reese

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

<PAGE>

REPRESENTATION BY REGISTRANT'S COUNSEL
--------------------------------------

As Counsel for MML Bay State, I, James M. Rodolakis, have reviewed this Post-
Effective Amendment No. 9 to Registration Statement No. 33-19605, and represent,
pursuant to the requirement of paragraph (e) of Rule 485 under the Securities
Act of 1933, that this Amendment does not contain disclosures which would render
it ineligible to become effective pursuant to paragraph (b) of said Rule 485.

/s/ James M. Rodolakis
----------------------
James M. Rodolakis
Counsel
MML Bay State Life Insurance Company

<PAGE>

EXHIBIT LIST

99.2 Opinion and Consent of James M. Rodolakis

99.C1 Consent of Coopers & Lybrand, L.L.P.

99.C.6 Opinion and Consent of Craig Waddington

99.5 Powers of Attorney

27 Financial Data Schedule

<PAGE>

EXHIBIT 99.2

April 21, 1997

MML Bay State Life Insurance Company
1295 State Street
Springfield, MA 01111

RE: MML Bay State Variable Life Insurance registered on Form S-6
Commission File No. 33-19605

Ladies and Gentlemen:

This opinion is furnished in connection with the filing of the Post-Effective
Amendment No. 9 to the Registration Statement No. 33-19605 under the Securities
Act of 1933 for MML Bay State Variable Life Plus. MML Bay State Variable Life
Separate Account I issues Variable Life Plus.

As Counsel for MML Bay State Life Insurance Company, ("MML Bay State"), I
provide legal advice to MML Bay State in connection with the operation of its
variable products. In such role I am familiar with the registration statement
for the product.

In so acting, I have made such examination of the law and examined such records
and documents as in my judgment are necessary or appropriate to enable me to
render the opinion expressed below. I am of the following opinion:

1. MML Bay State is a valid and subsisting corporation, organized and operated
under the laws of the State of Missouri and is subject to regulation by the
Missouri Commissioner of Insurance.

2. MML Bay State Variable Life Separate Account I is a separate account validly
established and maintained by MML Bay State in accordance with Missouri law.

3. All of the prescribed corporate procedures for the issuance of Variable Life
Plus Policies have been followed, and all applicable state laws will be
complied with.

I hereby consent to the use of this opinion as an exhibit to this Post-Effective
Amendment.

Very truly yours,

/s/ James M. Rodolakis
James M. Rodolakis
Counsel

<PAGE>

EXHIBIT 99.C.1

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
MML Bay State Life Insurance Company

We consent to the inclusion in Post-Effective Amendment No. 9 to the
Registration Statement of MML Bay State Variable Life Separate Account I
(Variable Life Plus segment) on Form N-8B-2 (Registration No. 33-19605), of our
report, which includes explanatory paragraphs relating to the use of statutory
accounting practices, which practices are no longer considered to be in
accordance with generally accepted accounting principles, and the change in our
opinion for prior years, dated February 7, 1997 on our audits of the statutory
financial statements of MML Bay State Life Insurance Company, and our report
dated February 4, 1997 on our audits of MML Bay State Variable Life Separate
Account I (Variable Life Plus segment). We also consent to the reference to our
Firm under the caption "Experts."

Coopers & Lybrand, L.L.P.
Springfield, Massachusetts
April 25, 1997

<PAGE>

EXHIBIT 99.C.6

April 1, 1997

MML Bay State Life Insurance Company
1295 State Street
Springfield, MA 01111

Ladies and Gentlemen:

This opinion is furnished in connection with Post-Effective Amendment No. 9 to
Registration Statement No. 33-19605 for MML Bay State Life Insurance Company's
Flexible Premium Variable Whole Life Insurance Policies (the "Policies") under
the Securities Act of 1933. The prospectus included in the post-effective
amendment describes the Policies. I am familiar with the forms of the Policies
and the prospectus.

In my opinion, the illustrations of benefits under the Policies included in the
section entitled "Illustrations" in Appendix A of the prospectus, based on the
assumptions stated in the illustrations, are consistent with the provisions of
the respective forms of the Policies. The age selected in the illustrations is
representative of the manner in which the Policies operate.

I hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 9 to Registration Statement No. 33-19605, and to the reference of
my name under the heading "Experts" in the prospectus.

Sincerely,

/s/ Craig Waddington
Craig Waddington, FSA, MAAA
Vice President and Actuary

<PAGE>

EXHIBIT 99.5

POWER OF ATTORNEY

MML BAY STATE SEPARATE INVESTMENT ACCOUNTS
------------------------------------------

The Undersigned, Lawrence V. Burkett, Jr., President, Chief Executive Officer
and a member of the Board of Directors of MML Bay State Life Insurance Company
("MML Bay State"), does hereby constitute and appoint Thomas F. English, Richard
M. Howe, and Michael Berenson, and each of them individually, as his true and
lawful attorneys and agents.

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

MML Bay State Variable Annuity Separate Account 1
MML Bay State Variable Life Separate Account I
MML Bay State Variable Life Separate Account II
MML Bay State Variable Life Separate Account III
MML Bay State Variable Life Separate Account IV
MML Bay State Variable Life Separate Account V

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

IN WITNESS WHEREOF the Undersigned has set his hand this 26th day of February,
1997.

/s/ Lawrence V. Burkett, Jr.
- ------------------------------- --------------------------------
Lawrence V. Burkett, Jr. Witness
President, Chief Executive Officer
and Member, Board of Directors

<PAGE>

POWER OF ATTORNEY

MML BAY STATE SEPARATE INVESTMENT ACCOUNTS
------------------------------------------

The Undersigned, John B. Davies, a member of the Board of Directors of MML Bay
State Life Insurance Company ("MML Bay State"), does hereby constitute and
appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and
Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.

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

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

IN WITNESS WHEREOF the Undersigned has set his hand this 25th day of February,
1997.

/s/ John B. Davies
- ---------------------------------- -----------------------------
John B. Davies Witness
Member, Board of Directors

<PAGE>

POWER OF ATTORNEY

MML BAY STATE SEPARATE INVESTMENT ACCOUNTS
------------------------------------------

The Undersigned, Maureen R. Ford, a member of the Board of Directors of MML Bay
State Life Insurance Company ("MML Bay State"), does hereby constitute and
appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and
Michael Berenson, and each of them individually, as her true and lawful
attorneys and agents.

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

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

IN WITNESS WHEREOF the Undersigned has set her hand this 28th day of February,
1997.

/s/ Maureen R. Ford
- --------------------------------- ------------------------------
Maureen R. Ford Witness
Member, Board of Directors

<PAGE>

POWER OF ATTORNEY

MML BAY STATE SEPARATE INVESTMENT ACCOUNTS
------------------------------------------

The Undersigned, Anne Melissa Dowling, a member of the Board of Directors of MML
Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and
appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and
Michael Berenson, and each of them individually, as her true and lawful
attorneys and agents.

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

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

IN WITNESS WHEREOF the Undersigned has set her hand this 6th day of March, 1997.

/s/ Anne Melissa Dowling
- ----------------------------- -------------------------------
Anne Melissa Dowling Witness
Member, Board of Directors

<PAGE>

POWER OF ATTORNEY

MML BAY STATE SEPARATE INVESTMENT ACCOUNTS
------------------------------------------

The Undersigned, Isadore Jermyn, Chairman of the Board of Directors of MML Bay
State Life Insurance Company ("MML Bay State"), does hereby constitute and
appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and
Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.

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

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

IN WITNESS WHEREOF the Undersigned has set his hand this 25th day of February,
1997.

/s/ Isadore Jermyn
- -------------------------------------- ------------------------------
Isadore Jermyn Witness
Chairman of the Board of Directors

<PAGE>

POWER OF ATTORNEY

MML BAY STATE SEPARATE INVESTMENT ACCOUNTS
------------------------------------------

The Undersigned, John Miller, Jr., Second Vice President and Comptroller of MML
Bay State Life Insurance Company ("MML Bay State"), does hereby constitute and
appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and
Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.

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

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

IN WITNESS WHEREOF the Undersigned has set his hand this 26th day of February,
1997.

/s/ John Miller, Jr.
- ------------------------------------ -----------------------------
John Miller, Jr. Witness
Second Vice President
and Comptroller

<PAGE>

POWER OF ATTORNEY

MML BAY STATE SEPARATE INVESTMENT ACCOUNTS
------------------------------------------

The Undersigned, Thomas J. Finnegan, Jr., a member of the Board of Directors of
MML Bay State Life Insurance Company ("MML Bay State"), does hereby constitute
and appoint Lawrence V. Burkett, Jr., Thomas F. English, Richard M. Howe, and
Michael Berenson, and each of them individually, as his true and lawful
attorneys and agents.

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

IN WITNESS WHEREOF the Undersigned has set his hand this 18th day of March,
1997.

/s/ Thomas J. Finnegan, Jr.
- ------------------------------------ -----------------------------
Thomas J. Finnegan, Jr. Witness
Member, Board of Directors

<PAGE>
<ARTICLE> 6

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 144,037,358
<INVESTMENTS-AT-VALUE> 177,645,287
<RECEIVABLES> 7,383,919
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 185,029,206
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,010
<TOTAL-LIABILITIES> 9,010
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 185,020,196
<DIVIDEND-INCOME> 9,088,150
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 645,545
<NET-INVESTMENT-INCOME> 8,442,605
<REALIZED-GAINS-CURRENT> 2,989,743
<APPREC-INCREASE-CURRENT> 14,432,872
<NET-CHANGE-FROM-OPS> 25,865,220
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 44,758,986
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 161,419,641
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>