MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I, 497, 1995-09-14

MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
497, 1995-09-14

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September 14, 1995

Dear Variable Life Plus Policyowner:

The information below supplements Massachusetts Mutual Life Insurance Company's
Variable Life Plus Prospectus dated May 1, 1995. Please place this supplement
with your prospectus and retain it for future reference.

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

VARIABLE LIFE PLUS
Supplement dated September 14, 1995
to the Prospectus dated May 1, 1995

The following should be read in conjunction with the information under the
heading What is MassMutual? on pages 4 and 5 of the Variable Life Plus
Prospectus:

As of September 13, 1995, the Boards of Directors of Massachusetts Mutual Life
Insurance Company and Connecticut Mutual Life Insurance Company had approved the
merger of Connecticut Mutual into MassMutual. The companies plan to execute a
definitive merger agreement in the near future. The merger is subject to
certain conditions, including member and regulatory approvals and is expected to
be completed as soon thereafter as possible. As a result of the merger,
MassMutual would become the nation's fifth largest mutual life insurance company
with estimated consolidated assets of $49 billion and estimated consolidated
contingency reserves of $2.5 billion. The companies believe that the merger of
MassMutual and Connecticut Mutual would be in the best interests of
policyholders because the combined enterprise will enjoy a strong capital
position, a diverse product portfolio and a competitive cost structure. The
merger will not affect any terms of contracts issued by MassMutual.

September 14, 1995

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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

Variable Life Plus

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY

ISSUED BY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

This Prospectus describes a flexible premium variable whole life insurance
policy being offered by Massachusetts Mutual Life Insurance Company
("MassMutual"). 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
Massachusetts Mutual 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 MassMutual's Home Office in Springfield,
Massachusetts. The mailing address is Massachusetts Mutual Life Insurance
Company, C323, 1295 State Street, Springfield, Massachusetts 01111. The
telephone number is (413) 788-8411.

May 1, 1995

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.
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Table Of Contents

Page

Definition of Terms........................................................ 4

Basic Questions And Answers About Us And Our Policy........................ 4
What is MassMutual?..................................................... 4
What variable life insurance policy are 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?........................... 5
Is the Death Benefit subject to income taxes?........................... 5
Does the Policy have a Cash Surrender Value?............................ 5
What is a modified endowment contract?.................................. 6
Can this Policy become a modified endowment contract?................... 6
What about Premiums?.................................................... 6
Premium Payments........................................................ 6
Subsequent Premiums..................................................... 6
Wire Transfers.......................................................... 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?................................... 6
What is the loan privilege and how does a loan affect the
Policy's Death Benefit and Cash Surrender Value?........................ 7
Are there dividends?.................................................... 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........................................... 7
Charge for Cost of Insurance Protection................................. 7
Separate Account Charges................................................ 8
Charges for Mortality and Expense Risks................................. 8
Charges for Federal Income Taxes........................................ 8
Surrender Charges....................................................... 8

The Separate Account....................................................... 8
Investments of the Separate Account..................................... 9
Rates of Return......................................................... 10
Performance Illustration................................................ 10

General Provisions Of The Policy........................................... 12
Premiums................................................................ 12
Planned Premiums........................................................ 12
The Minimum Initial Premium............................................. 12
Minimum and Maximum Premium Payments.................................... 12
Termination............................................................. 12
Grace Period............................................................ 12

Death Benefit Under The Policy............................................. 13
Selected Face Amount Changes............................................ 13

Account Value And Cash Surrender Value..................................... 13
Account Value........................................................... 13

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Investment Return....................................................... 13
Cash Surrender Value.................................................... 14
Withdrawals............................................................. 14

Policy Loan Privilege...................................................... 14
Source of Loan.......................................................... 14
If Loans Exceed the Policy Account Value................................ 14
Interest................................................................ 14
Repayment............................................................... 14
Interest on Loaned Value................................................ 14
Effect of Loan.......................................................... 15

Free Look Provision........................................................ 15

Your Voting Rights......................................................... 15

Our Rights................................................................. 15

Directors And Executive Vice Presidents Of MassMutual...................... 15

The Guaranteed Principal Account........................................... 17

Federal Income Tax Considerations.......................................... 18
MassMutual - Tax Status................................................. 18
Policy Proceeds, Premiums, and Loans.................................... 18
Modified Endowment Contracts............................................ 19
Qualified Plans......................................................... 19
Diversification Standards............................................... 19

Additional Provisions Of The Policy........................................ 20
Reinstatement Option.................................................... 20
Payment Options......................................................... 20
Fixed Amount Payment Option............................................. 20
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................................ 21
Waiver of Monthly Charges Rider......................................... 21
Accidental Death Benefit Rider.......................................... 21
Insurability Protection Rider........................................... 21
Accelerated Death Benefit Rider......................................... 21
Beneficiary............................................................. 21
Assignment.............................................................. 21
Dividends............................................................... 21
Limits on Our Right to Challenge the Policy............................. 21
Misstatement of Age or Sex.............................................. 21
Suicide................................................................. 21
When We Pay Proceeds.................................................... 21

Records And Reports........................................................ 22

Sales And Other Agreements................................................. 22
Commissions Schedule.................................................... 22
Bonding Arrangement..................................................... 22

Legal Proceedings.......................................................... 22

Experts.................................................................... 22

Financial Statements....................................................... 22

Appendix A
Illustrations of Death Benefits, Cash Surrender Values
and Accumulated Premiums............................................. 44

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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.

Home Office: The Home Office of Massachusetts Mutual, which is located at 1295
State Street, Springfield, Massachusetts 01111.

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
MassMutual that is described in this Prospectus.

Policy Anniversary: The anniversary of the Policy Date.

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 MassMutual from
outstanding loans to the Policyowner under the Policy. This amount includes any
loan interest accrued to date.

Policyowner: The person who owns the Policy.

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.

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 "Massachusetts Mutual
Variable Life Separate Account I" established by MassMutual under the laws of
Massachusetts 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 MassMutual, and 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 any date 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 that 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.

Basic Questions And Answers
About Us And Our Policy

What is MassMutual? We are Massachusetts Mutual Life Insurance Company
("MassMutual"). MassMutual was organized under the laws of Massachusetts in
1851. We are currently licensed to transact life, accident, and health insurance
business in all states including New York.

MassMutual is a Massachusetts life insurance company that has its home office in
Springfield, Massachusetts. The com-

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pany had total consolidated assets of $35.7 billion at the end of 1994.

What variable life insurance policy are we offering? In this Prospectus we are
offering a Flexible Premium Variable Whole Life Insurance Policy (the "Policy").
We issue this Policy to provide for a Death Benefit, Cash Surrender Value, loan
privileges and flexible premiums. It is called flexible because the Policyowner
may select the timing and amount of premium payments and adjust the Death
Benefit by increasing or decreasing the Selected Face Amount (subject to certain
restrictions). 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 MassMutual. 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 is available to Policyowners who are 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 may
apply for varies 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. Before issuing any Policy we will require satisfactory evidence of
insurability. For certain eligible groups under employer-sponsored plans, the
Policy may be issued based on simplified underwriting rules and procedures
defined by us.

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 risks of 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 will invest 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"), an open-end diversified management investment
company for which MassMutual (or its wholly-owned subsidiary) acts as investment
manager for the Funds.

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 MassMutual's general account assets. The
Policyowner is not entitled to share in the investment experience of those
assets. Rather, MassMutual guarantees a rate of return on the allocated amount
equal to the greater of a) 4% and b) the after-tax rate determined by the
Treasury Bill Index. Although MassMutual 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. 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 our
Policies 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 the
then 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.

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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 is payable either at the time you submit 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 place your initial premium, together with a completed
Application, with your registered representative.

Subsequent Premiums. You may make subsequent premium payments by mailing your
check, clearly indicating your name and Contract number, to:

MASSMUTUAL
IRPA PAYMENT CENTER C351
SPRINGFIELD, MA 01111

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

Chase Manhattan Bank, New York, New York
ABA #021000021
MassMutual Account #910-2-509073
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 receive the first premium under the
Policy or the day you provide us with a completed Part 1 of the Application,
whichever is latest. On the Register Date, we will 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 choose. (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
apply for a Policy you choose the percentages of your premiums to be allocated
to the divisions of the Separate Account and the GPA. You may choose any whole
percentages as long as the total is 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 some 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 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
5.5% is used to partially cover sales expenses. A deduction of 2.0% 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.

Policies can be fully underwritten or may be applied for under simplified
underwriting rules. Mortality charges under Policies insuring healthy lives are
generally higher when the simplified underwriting procedure is used than if the
Policy is fully underwritten. Mortality charges for fully underwritten Policies
can-

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not exceed the maximums defined by the 1980 Commissioners Standard Ordinary
Mortality Tables.

Mortality charges for Policies issued under simplified underwriting procedures
cannot exceed 125% of the maximums allowed 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 may be
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 CHARGES AGAINST THE SEPARATE ACCOUNT DIVISIONS, 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? 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% of the total of the Policy's current Account Value less the then applicable
surrender charge.

Are there dividends? The Policy is participating, therefore, it may share in any
dividends paid by MassMutual. Dividends are based on the Policy's contribution
to any divisible surplus of MassMutual. Any dividends will be payable on the
Policy Anniversary Date. MassMutual does not expect that any dividends will be
paid under the Policies.

For details see Dividends.

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

. Ten days after 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 Home 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 in connection with the Policy to compensate
MassMutual for providing the insurance benefits under the Policy and under 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 5.5% 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 MassMutual 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. New York imposes a tax on premiums received by
insurance companies in the state. We deduct 2.0% of each premium to cover the
New York premium taxes assessed against MassMutual.

During 1994, the aggregate amount of such deductions from premiums was
$1,289,262.25 for sales charges and $468,822.64 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 Account Value and Fixed Account Value in proportion
to the Policy's 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 MassMutual 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. While this charge may increase or decrease, the maximum administrative
charge is determined by the ratio of the Consumer Price Index for September of
the year preceding the date of the charge to the Consumer Price Index for
September, 1985, multiplied by $5. The charge will never exceed $8 per month.
During 1994, the aggregate amount of such charges was $117,036.46.

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,

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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 a different rating than the original contract amount. Each such segment has
its own such issue age, cut-off premium level, mortality charges, surrender
charges and commissions. Cost of insurance rates apply to the new coverage
segment based on the rating for the increase. 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 1994, the aggregate amount of deductions for the charge for cost of
insurance protection was $1,701,341.60

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 1994 was $26,419.

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. We do not currently make any charge against
the Separate Account divisions for federal income taxes attributable to them. We
may, however, 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 - MassMutual - 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. The
Administrative Surrender Charge is designed to partially reimburse MassMutual
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 24.5% of the premiums paid for that segment up to the surrender change band
for that segment, plus 4.5% of premiums paid in excess of one band but less than
two bands, plus 3.5% of premiums in excess of two but less than three bands. In
each case the surrender charge is in addition to the 5.5% 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 5.5% of all subsequent payments.

<TABLE>
<CAPTION>
Surrender Charge Bands Per $1,000
of Selected Face Amount
Age 25 Age 40 Age 55
<S> <C> <C>
$6.12 $11.90 $24.66
</TABLE>

The Sales Load Surrender Charge, as calculated above, remains level for the
first 10 Policy 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 MassMutual for the expenses of
distributing the Policies, including the costs of 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 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 July 13, 1988 as a separate investment
account by MassMutual's Board of Directors in accordance with the provisions of
Section 132G of Chapter 175 of the Massachusetts General Laws. The Separate

8
<PAGE>

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 MassMutual. Both
MassMutual and the Separate Account, however, are subject to regulation by the
Division of Insurance of the Commonwealth of Massachusetts and the laws of the
jurisdiction in which the Policy is delivered. A designated segment of the
Separate Account also may be used to receive and invest premiums for other
variable life insurance policies issued by MassMutual.

Although the assets of the Separate Account are assets of MassMutual, 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, become 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 MassMutual's other income, gains, or losses.

MassMutual 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 MassMutual 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 from both capital
appreciation and current income. A secondary investment objective is the
preservation of capital when business and economic conditions indicate that
investing for defensive purposes is appropriate. The assets of this Fund are
normally invested primarily in equity-type securities including common stocks,
securities convertible into common stocks, and warrants.

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, New York, New York, acts as custodian for each of the Funds.

MassMutual serves as investment manager of each of the Funds pursuant to a
separate investment management agreement executed by MassMutual and each of the
Funds. 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. Concert Capital Management, Inc. ("Concert
Capital") (a wholly-owned subsidiary of MassMutual), has assumed investment
sub-advisory functions for MML Equity Fund and the Equity Sector of MML Blend
Fund.

During 1994, MassMutual (and Concert Capital) earned investment management fees
of $3,191,449 from MML Equity Fund, $412,832 from MML Money Market Fund,
$620,816 from MML Managed Bond Fund, and $5,476,633 from MML Blend Fund.
MassMutual has agreed to bear the expenses of each of the Funds (other than the
management fee, interest, taxes,

9
<PAGE>

brokerage commissions and extraordinary expense) in excess of .11% of average
daily net asset value through April 30, 1996.

Additional and more detailed 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, open-end management investment companies.
MassMutual is the Collateral co-manager for MassMutual/Carlson CBO N.V.

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 MassMutual 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 will take such action at its 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 table shows 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 for periods ended December 31, 1994. These
rates of return do not reflect the mortality and expense risk charges assessed
against the Separate Account. Also, they do not reflect deduction 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. (See, however,
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. They may be
considered, however, in assessing the competence and performance of MassMutual
as the Fund's investment adviser.

<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 15.00% 14.88% 13.72% 9.49% 4.10%
Money Market -- 7.07* 6.17 4.82 3.84
Managed Bond -- 10.32* 9.53 7.86 (3.76)
Blend -- 12.17* 12.46 9.31 2.48
</TABLE>

* Numbers from inception.

<TABLE>
<CAPTION>
Annualized One Year Total Returns

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

* The figures shown are from inception of the Funds. The 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 5, 1971 (performance information prior to 1974 is not
available).

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 MML Series Investment Fund illustrated.
Separate columns are shown for the current and guaranteed schedule of charges.

10
<PAGE>

<TABLE>
<CAPTION>
MML Equity Fund

Using Current Schedule Using Guaranteed Schedule
of Charges of Charges
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 $ 0 $100,000
1975 $ 2,400 $ 1,301 $100,000 $ 1,098 $100,000
1976 $ 3,600 $ 2,860 $100,000 $ 2,500 $100,000
1977 $ 4,800 $ 3,664 $100,000 $ 3,207 $100,000
1978 $ 6,000 $ 4,662 $100,000 $ 4,079 $100,000
1979 $ 7,200 $ 6,642 $100,000 $ 5,820 $100,000
1980 $ 8,400 $ 9,619 $100,000 $ 8,430 $100,000
1981 $ 9,600 $11,068 $100,000 $ 9,665 $100,000
1982 $10,800 $14,927 $100,000 $13,005 $100,000
1983 $12,000 $19,273 $100,000 $16,744 $100,000
1984 $13,200 $20,981 $100,000 $18,150 $100,000
1985 $14,400 $28,319 $100,000 $24,425 $100,000
1986 $15,600 $34,822 $100,000 $29,941 $100,000
1987 $16,800 $36,153 $100,000 $30,969 $100,000
1988 $18,000 $42,907 $100,421 $36,623 $100,000
1989 $19,200 $53,382 $121,178 $45,466 $103,208
1990 $20,400 $55,427 $118,074 $45,428 $100,395
1991 $21,600 $67,484 $145,090 $57,267 $123,124
1992 $22,800 $74,690 $156,102 $63,192 $132,072
1993 $24,000 $81,812 $166,896 $68,963 $140,685
1994 $25,200 $85,053 $169,256 $71,393 $142,072
</TABLE>

<TABLE>
<CAPTION>
MML Money Market Fund

<TABLE>
<CAPTION>
MML Managed Bond Fund

11
<PAGE>

<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.

The Minimum Initial Premium. A minimum initial premium must be paid along with
your Application or at any time prior to the delivery of the Policy. The amount
of the initial premium depends 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, nor does payment of this
amount guarantee coverage for any period of time. Instead, the duration of the
Policy depends upon the Policy's Account Value. Even if planned premiums are
paid, the Policy terminates if 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.

<TABLE>
<CAPTION>
Minimum Annual Planned Premium
Per $1,000 of Selected Face Amount

Male, Female, Smoker and Nonsmoker Classes.

Age 25 Age 40 Age 55
<S> <C> <C>
$3.16 $4.80 $7.44
</TABLE>

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 premium which
will not increase the net amount at risk under the Policy. Premium payments
should be sent to our Home 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 by 61 days after we mail the written notice, the Policy
terminates without value.

12
<PAGE>

DEATH BENEFIT UNDER THE POLICY

The Death Benefit is the amount payable to the named 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 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 Policyowner 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. If the Insured dies after the first Policy Year, we will also include a
pro rata share of any dividend allocated to the Policy for the year death
occurs. 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 MassMutual
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 appropriate
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 is equal to 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. MassMutual reserves the right to limit transfers to not more than
one every 90 days in connection with compliance with Section 404(c) of ERISA.
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 Home
Office.

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; and

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

13
<PAGE>

. 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 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 Home Office. The Policy and written request for surrender
are deemed received on the date on which they are received by mail at
MassMutual's Home Office. If, however, the date on which they are received is
not a Valuation Date, or if they are received other than through the mail after
the closing of the New York Stock Exchange (a "Valuation Time"), they are 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 Home 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, loans can be
made on the Policy at any time before the Insured dies. The maximum loan is an
amount equal to 90% 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
designated segment 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 and
Exchange Commission determines that a state of emergency exists.

If Loans Exceed the Policy Account Value. Policy Debt (which includes accrued
interest) must not equal or exceed 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 an adjustable loan rate. MassMutual 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 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 MassMutual, which is the greater of (i) 4% and
(ii) the Policy loan rate less not more than 2% (the current rate is 1.5%).

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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 MassMutual 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 after the Policyowner
receives it, or 10 days after MassMutual 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. The Policyowner may cancel increases in
the Selected Face Amount under the same time limitations. The Policyowner should
mail or deliver the Policy and Policy delivery receipt either to MassMutual or
to the agent who sold it 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 total of all premiums paid for the Policy, reduced by any amounts
borrowed or withdrawn. For cancelled increases in the Selected Face Amount the
refund equals the sum of all premiums paid and allocated to the increase in
Selected Face Amount.

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 either the Funds or of 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 Policy's Account Value held in each division of the Separate Account,
if any, by $100. Fractional votes are counted.

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

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.

MassMutual also reserves the right to change the name of the Separate Account.

We have reserved all rights to the name MassMutual and Massachusetts Mutual 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 EXECUTIVE VICE PRESIDENTS OF MASSMUTUAL
Directors:

Roger G. Ackerman
President and Chief Operating Officer (since 1990), Corning Incorporated,
a manufacturer of specialty materials, communication equipment and
consumer products; Group President, Corning Incorporated (1987 - 1990);
Director, Pittson Company; Director, Dow Corning Corporation; Member of
the Executive Committee, National Association of Manufacturers.

Jack F. Bennett
Retired (since 1989), Senior Vice President of Exxon Corporation,
producer of petroleum products; Director, Phillips Electronics N.V.; Dean
Witter Mutual Funds; Tandem Computers, Inc; and Discount Corporation of
New York (1983-1991).

William J. Clark
Chairman of the Board (since 1987); Chairman of the Board and Chief
Executive Officer of the Company (1987 - 1988), President and Chief
Executive Officer (1980 - 1987); President (1974 - 1980), MassMutual.

Anthony Downs
Senior Fellow, The Brookings Institution (since 1977); Member of the
Boards of Directors, Pittway Corporation,

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Bedford Property Investors, Inc., General Growth Properties, Inc., NAACP
Legal and Education Defense Fund, Inc., National Housing Partnerships
Foundation; Trustee, Urban Institute, and Urban Land Institute.

James L. Dunlap
Senior Vice President, Texaco, Inc. (since 1987); President, Texaco
U.S.A. (1987 - 1994).

Richard N. Frank
Chief Executive Officer, Lawry's Restaurants, Inc. (since 1957); Chairman
of the Board, Lawry's Restaurants, Inc. (since 1992); Trustee of PIC
Growth Fund and PIC Balanced Pinnacle, two mutual funds managed by
Provident Investment Counsel.

Charles K. Gifford
President, Bank of Boston Corporation (since 1989); President, First
National Bank of Boston (since 1989). Member of the Board of Directors,
Boston Edison Company.

William N. Griggs
Managing Director, Griggs & Santow, Inc. (since 1983); Director, T/SF
Communications, a diversified publishing and communications company.

James G. Harlow, Jr.
Chairman of the Board (since 1982) and President (since 1973), Oklahoma
Gas and Electric Company; Member of the Boards of Directors, Fleming
Companies, an Oklahoma-based wholesale food distribution company, and
Associated Electric & Gas Insurance Services Limited.

Barbara B. Hauptfuhrer
Director, Vanguard Group of Investment Companies; Raytheon Company; Alco
Standard Corp.; The Great Atlantic and Pacific Tea Company; and Knight-
Ridder, Inc.

Sheldon B. Lubar
Chairman (since 1977), Lubar & Co., Incorporated, Milwaukee, Wisconsin
investment management and venture capital company; Chairman and Director,
Christiana Companies, Inc.; Director, Firstar Corporation, Briggs &
Stratton Corporation, MGIC Investment Corporation, Prideco, Inc.,
Ameritech, Inc., Schwitzer, Inc. (1989 - 1994); Square D Company (1986 -
1991); Milwaukee Insurance Group, Inc. (1986 - 1991); Marshall Erdman and
Associates, Inc.; Grey Wolf Drilling Co.; SLX Energy, Inc.; Firstar Bank;
President (1987 - 1991), Lubar Management, Inc.

William B. Marx, Jr.
Executive Vice President and Chief Executive Officer, Multimedia Products
Group of AT&T (since 1994); Chief Executive Officer, Network Systems
Group of AT&T (1993 - 1994); Group Executive and President, Network
Systems Group of AT&T (1989 - 1993).

Donald F. McCullough
Chairman Emeritus, Collins & Aikman Corp., a manufacturer of textile
products (retired since 1988); Member of the Boards of Directors, Bankers
Trust Company, Bankers Trust New York Corp., and Melville Corporation.

Barbara Scott Preiskel
Attorney-at-law (since 1983); Director, American Stores Company, Textron,
Inc., General Electric Company and The Washington Post Company.

Thomas B. Wheeler
President and Chief Executive Officer (since 1988), President (1987 -
1988), Director (since 1987), MassMutual; Chairman of the Board,
Oppenheimer Acquisition Corp.; Chairman and Director, Concert Capital
Management, Inc.; Chairman, MML Pension Insurance Company; Member of the
Boards of Directors, Bank of Boston Corporation, The First National Bank
of Boston, and Textron, Inc.; Member of the Executive Committee,
Massachusetts Capital Resource Company.

Alfred M. Zeien
Chairman and Chief Executive Officer (since 1991); President, Chief
Operating Officer and Director (1991); Vice Chairman and Director (1981 -
1991), The Gillette Company; Trustee, University Hospital of Boston;
Director, Polaroid Corporation, Bank of Boston Corporation, Repligen
Corporation and Raytheon Company.

EXECUTIVE VICE PRESIDENTS (Other than Directors):

Lawrence V. Burkett, Jr.
Executive Vice President and General Counsel (since 1993), Senior Vice
President and Deputy General Counsel (1992 - 1993), Senior Vice President
and Associate General Counsel (1988 - 1992), MassMutual; Member of the
Boards of Directors, Sargasso Mutual Insurance Company, Ltd.; Cornerstone
Real Estate Advisers, Inc.; MML Pension Insurance Company; MML
Reinsurance (Bermuda) Ltd.; MassMutual Holding Company; MassMutual
Holding Company Two, Inc.; MassMutual Holding Company Two MSC, Inc.;
MassMutual of Ireland, Ltd.

John B. Davies
Executive Vice President (since 1994), Associate Executive Vice President
(1994); General Agent (1982 - 1993), MassMutual; Member of the Boards of
Directors, Cornerstone Real Estate Advisers, Inc., MML Investors
Services, Inc., MML Insurance Agency, Inc. and MML Insurance Agency of
Ohio, Inc.; Life Underwriter Training Counsel.

Daniel J. Fitzgerald
Executive Vice President (since 1994); Senior Vice President (1991 -
1994); Vice President and Controller (1986 - 1991), MassMutual; Member of
the Boards of Directors, Concert Capital Management, Inc.; Cornerstone
Real Estate Services, Inc.; MML Investors Services, Inc.; MML Real Estate
Corporation; MML Realty Management

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<PAGE>

Corporation; MassMutual of Ireland, Inc.; Director (since 1994),
President (1987 - 1993), Chief Executive Officer (1991 - 1993), MML Bay
State Life Insurance Company; Director (since 1994), President (1987 -
1990), Chief Executive Officer (1991 -1993), MML Pension Insurance
Company; Director (since 1993), Vice President (since 1994), MassMutual
Holding Company; Director and Vice President (since 1994), MassMutual
Holding Company Two, Inc.; Director and Vice President (since 1994),
MassMutual Holding Company Two MSC, Inc.

Lawrence L. Grypp
Executive Vice President (since 1991), Senior Vice President (1990 -
1991), General Agent (1980 - 1990), MassMutual; Member of the Boards of
Directors, Concert Capital Management, Inc., Oppenheimer Acquisition
Corporation, MML Insurance Agency, Inc. (1991 - 1993); Chairman (since
1991), MML Investors Services, Inc. President and Trustee (since 1988),
MassMutual Participation Investors; Supervisory Director (since 1991)
MassMutual/Carlson CBO.President and Chief Operating Officer (since
1990), Corning Incorporated, a manufacturer of specialty materials,
communication equipment and consumer products; Group President, Corning
Incorporated (1987-1990); Director, Pittson Company; Director, Dow
Corning Corporation; Member of the Executive Committee, National
Association of Manufacturers.

James E. Miller
Executive Vice President (since 1987), Senior Vice President (1985 -
1986), MassMutual; Vice President and Treasurer, Dental Learning Systems,
New York, New York; Director, Benefit Panel Services, Inc., National
Capital Preferred Provider Organization, Inc.; The Ethix Corporation; and
Sloan's Lake Management Corp.; President, Chief Executive Officer and
Director (since 1994), MML Pension Insurance Company; Chairman (since
1994), Director (since 1990), MassMutual of Ireland, Ltd.

John M. Naughton
Executive Vice President (since 1984), Senior Vice President (1981 -
1984), MassMutual; Chairman (since 1995) and Trustee (since 1990),
Springfield Institution for Savings; Trustee, University of
Massachusetts; Member of the Boards of Directors, Colebrook Group,
Oppenheimer Acquisition Corp., Concert Capital Management, Inc.,
Association of Private Pension and Welfare Plans; Trustee (since 1994),
MassMutual Institutional Funds.

John J. Pajak
Executive Vice President (since 1987); Member of the Boards of Directors,
MML Pension Insurance Company, MassMutual Holding Company, Inc.,
MassMutual Holding Company Two, Inc., MassMutual Holding Company Two MSC,
Inc.

Gary E. Wendlandt
Executive Vice President (since 1992), Chief Investment Officer (since
1993), Senior Vice President (1983 - 1992), MassMutual; Director,
Oppenheimer Acquisition Corp., Merrill Lynch Derivative Products, Inc.;
MassMutual Corporate Value Partners, Ltd; MassMutual Corporate Value,
Ltd; Director (since 1992), President and Chief Executive Officer (since
1994), Vice Chairman (1983 - 1991), Concert Capital Management, Inc.;
Chairman and Chief Executive Officer (since 1994), Cornerstone Real
Estate Advisers, Inc.; Chairman (since 1994), Director (since 1993), MML
Real Estate Corporation; Chairman (since 1994), Director (since 1993),
MML Realty Management Corporation; Vice Chairman and Trustee (since
1993), President (1988 - 1993), MML Series Investment Fund; Chairman and
Chief Executive Officer (since 1994), President (since 1993), Director
(since 1991), MassMutual Holding Company; Chairman and President (since
1994), MassMutual Holding Company Two, Inc.; Chairman and President
(since 1994), MassMutual Holding Company Two MSC, Inc.; Chairman and
Chief Executive Officer (since 1994), MassMutual Institutional Funds;

THE GUARANTEED PRINCIPAL ACCOUNT

Because of exemptive and exclusionary provisions, interests in MassMutual'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 MassMutual 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, and such amounts shall become part of MassMutual's
general account assets. 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, MassMutual 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 are subject to certain generally applicable provisions
of the Federal securities laws relating to the accuracy and completeness of
statements made in prospectuses.

For amounts equal to any Policy loans, the guaranteed rate is the greater of a)
4% and b) the Policy loan rate less a MassMutual declared charge for expenses
and taxes. This charge will not be greater than 2% per year. Although MassMutual
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, MassMutual will inform Policyowners of the then applicable rate. Since
MassMutual takes into account the need to provide for its expenses and
guarantees, the crediting rate declared by MassMutual shall be net of charges it
imposes against the earnings of the GPA.

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<PAGE>

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 MassMutual'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. MassMutual reserves the right
to make changes in the Policy to assure that it continues to qualify as life
insurance for tax purposes. For complete information on federal and state tax
considerations, a qualified tax advisor should be consulted. No attempt is made
to consider any applicable state or other tax laws.

MassMutual - Tax Status. MassMutual 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 MassMutual and its operations form a part
of MassMutual.

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 MassMutual 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. MassMutual'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 gain and loss, and the tax
effect thereof, are eliminated.

Due to MassMutual's current tax status, no charge is made to the Separate
Account for MassMutual's federal income taxes that may be attributable to the
Separate Account. Periodically, MassMutual will review the question of a charge
to the Separate Account for MassMutual's federal income taxes. A charge may be
made for any federal income taxes incurred by MassMutual 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 MassMutual's federal
income taxes attributable to that account.

Under current laws, MassMutual 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, MassMutual
reserves the right to charge the Separate Account for such taxes, if any,
attributable to the Separate Account.

Policy Proceeds, Premiums, and Loans. MassMutual 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 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 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. MassMutual 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.

MassMutual 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 Sector 7702A, loans will be fully taxable to the
extent of income in the policy and could be subject to an additional 10 percent
tax. See the discussion on modified endowment contracts below. Under the
"personal" interest limitation provisions of the Tax Reform Act of 1986,
interest on Policy loans used for personal purposes, which otherwise meet the
requirements of Code Section 264, will no longer be tax deductible. However,
other rules may apply to allow all or part of the interest expense as a
deduction if the loan proceeds are used for "trade or business" or "investment"
purposes. See your tax advisor for further guidance.

If the Policy is owned by a business or corporation, the 1986 Act may impose
additional restrictions. The Act also 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

18
<PAGE>

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.

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

Modified Endowment Contracts. Contrary to the rules described previously, 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 assignment. 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 or dividends with respect to such premiums.

Since the Policy provides for flexible premium payments, MassMutual 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 the
date the taxpayer attains age 59 1/2; or (ii) that are attributable to the
taxpayer's becoming disabled; or (iii) that are part of a series of
substantially equal periodic payments (made not less frequently than annually)
made for the life or life expectancy of the taxpayer. For complete information
with respect to modified endowment contract status, a qualified tax advisor
should be consulted.

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

Under certain circumstances, a loan 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 advisor. The Policy may
not be used in conjunction with an Individual Retirement Account (IRA).

Diversification Standards. To comply with final regulations under Code Section
817(h) ("Final Regulations"), each Fund of the 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.

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<PAGE>

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, MassMutual 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.

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

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

20
<PAGE>

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 all 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 Insureds 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 $50,000.

Accelerated Death Benefit Rider. Subject to state availability, MML Bay State
anticipates introducing an Accelerated Death Benefit Rider in the near future.
This rider provides for the payment of a death benefit when 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; or

. Reinstate the Policy after termination.

The Beneficiary may be changed during the Insured's lifetime by writing to our
Home 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, to the Owner's
estate.

Assignment. The Policy may be assigned as collateral for a loan or other
obligation. For any assignment to be binding on us, we must receive a signed
copy of it at our Home Office. We are not responsible for the validity of any
assignment.

Dividends. Each year MassMutual will determine the divisible surplus, or the
money available to pay dividends. Each Policy may receive a dividend based upon
its contribution to this divisible surplus. MassMutual does not expect that any
dividends will be paid under the Policies.

Any dividend will be payable on the Policy Anniversary Date.

If the Insured dies after the first Policy Year, the Death Benefit will include
a pro rata share of any dividend allocated to the Policy for the year death
occurs.

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 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 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 Home 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.

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 Home 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 investiga-

21
<PAGE>

tion, we generally make a determination within five days as to whether the claim
should be authorized for payment. Payments are made promptly after
authorization. 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. 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") acts as the principal underwriter of
the Policies pursuant to a Servicing Agreement to which MMLISI, MassMutual, 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. MMLISI
may enter into selling agreements with other broker-dealers which are registered
with the Securities and Exchange Commission and are members of the National
Association of Securities Dealers, Inc. ("selling brokers").

We sell the Policies through agents who are licensed by state insurance
officials to sell the Policies. These agents are also registered representatives
of MMLISI or of selling brokers. The Policies are currently offered only in New
York.

When an Application for one of the Policies is completed, it is submitted to us.
MassMutual performs suitability and insurance underwriting and determines
whether to accept or reject the application for the Policy and the Insured's
risk classification. If the application is not accepted, we will refund any
premium that has been paid.

Under the Servicing Agreement among MMLISI, MassMutual, and the Separate
Account, MMLISI receives compensation for its activities as principal
underwriter of the Policies. Compensation paid to MMLISI in 1994 under the
Agreement was $205,992. Commissions are paid through MMLISI to agents and
selling brokers for selling the Policies. During 1994 such payments amounted to
$1,337,754.

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
MassMutual policies are eligible for added compensation.

General agents and brokers receive commissions based on different schedules.

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

LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

EXPERTS

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

FINANCIAL STATEMENTS

The financial statements of MassMutual and the Separate Account included herein
should be considered only as bearing upon the ability of MassMutual to meet its
obligations under the Policy.

22
<PAGE>

Report Of Independent Accountants

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

We have audited the statement 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 Massachusetts Mutual Variable Life
Separate Account I as of December 31, 1994, and the related statement of
operations for the year then ended, and the statement 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, 1994 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 Massachusetts Mutual Variable Life Separate
Account I at December 31, 1994, the results of its operations for the year then
ended, and the changes in its 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 6, 1995

23
<PAGE>

Massachusetts Mutual Variable Life Separate Account I -- Variable Life Plus

STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division Total
<S> <C> <C> <C> <C> <C>
ASSETS
Investment -- MML Series Investment Fund
Number of shares (Note 2)............................... 268,666 71,960 20,029 132,326
========== ======= ======== ==========
Identified cost (Note 6)................................ $5,567,771 $71,960 $238,652 $2,413,953 $8,292,336
========== ======= ======== ========== ==========
Value (Note 3A)......................................... $5,513,045 $71,960 $223,153 $2,338,464 $8,146,622
Dividends receivable..................................... 223,316 317 3,942 74,243 301,818
---------- ------- -------- ---------- ----------
Total assets........................................... 5,736,361 72,277 227,095 2,412,707 8,448,440

LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company... 13,733 74 505 1,964 16,276
---------- ------- -------- ---------- ----------
NET ASSETS............................................... $5,722,628 $72,203 $226,590 $2,410,743 $8,432,164
========== ======= ======== ========== ==========
Net Assets:
For variable life insurance policies..................... $5,690,047 $49,616 $199,929 $2,379,486 $8,319,078
Retained in Variable Life Separate Account I by
Massachusetts Mutual Life Insurance Company............. 32,581 22,587 26,661 31,257 113,086
---------- ------- -------- ---------- ----------
Net assets............................................. $5,722,628 $72,203 $226,590 $2,410,743 $8,432,164
========== ======= ======== ========== ==========
Accumulation units
Number of units:
Policyowners........................................... 2,946,207 35,672 121,794 1,272,942
Massachusetts Mutual Life Insurance Company............ 16,870 16,240 16,241 16,722
---------- ------- -------- ----------
Total units (Note 8)................................... 2,963,077 51,912 138,035 1,289,664
========== ======= ======== ==========
NET ASSET VALUE PER ACCUMULATION UNIT
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
December 31, 1991....................................... 1.55 1.27 1.44 1.54
December 31, 1990....................................... 1.24 1.21 1.24 1.25
</TABLE>

See Notes to Financial Statements.

24
<PAGE>

Massachusetts Mutual Variable Life Separate Account I -- Variable Life Plus

STATEMENT OF OPERATIONS
For The Year Ended December 31, 1994

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division Total
<S> <C> <C> <C> <C> <C>
Investment income
Dividends (Note 3B)....................................... $ 223,446 $2,762 $ 13,969 $127,910 $ 368,087
Expenses
Mortality and expense risk fee (Note 4)................... 17,580 293 805 7,741 26,419
--------- ------ -------- -------- ---------
Net investment income (Note 3C)........................... 205,866 2,469 13,164 120,169 341,668
--------- ------ -------- -------- ---------
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3 and 6)... 68,835 -- (5,526) 19,522 82,831
Net change in unrealized appreciation/depreciation
of investments........................................... (115,014) -- (15,374) (97,639) (228,027)
--------- ------ -------- -------- ---------
Net loss on investments................................... (46,179) -- (20,900) (78,117) (145,196)
--------- ------ -------- -------- ---------
Net increase (decrease) in net assets resulting
from operations.......................................... $ 159,687 $2,469 $ (7,736) $ 42,052 $ 196,472
========= ====== ======== ======== =========
</TABLE>

See Notes to Financial Statements.

25
<PAGE>

Massachusetts Mutual Variable Life Separate Account I -- Variable Life Plus

STATEMENT OF CHANGES IN NET ASSETS
For The Years Ended December 31, 1994 And 1993

<TABLE>
<CAPTION>
1994
--------------------------------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division Total
<S> <C> <C> <C> <C> <C>
Increase (decrease)
in net assets
Operations:
Net investment
income................................ $ 205,866 $ 2,469 $ 13,164 $ 120,169 $ 341,668
Net realized gain (loss)
on investments........................ 68,835 -- (5,526) 19,522 82,831
Net change in unrealized
appreciation/depreciation
of investments........................ (115,014) -- (15,374) (97,639) (228,027)
---------- -------- -------- ---------- -----------
Net increase (decrease)
in net assets resulting
from operations....................... 159,687 2,469 (7,736) 42,052 196,472
---------- -------- -------- ---------- -----------
Capital transactions: (Note 8)
Transfer of net
premium............................... 3,560,611 31,459 127,888 1,170,951 4,890,909
Transfer to Guaranteed
Principal Account..................... -- (23,246) (5,969) -- (29,215)
Transfer of surrender
values................................ (47,338) -- -- (41,363) (88,701)
Transfer due
to death benefits..................... -- -- -- (6,426) (6,426)
Transfer due to policy
loans................................. (59,674) (14) (680) (23,203) (83,571)
Transfer due to reimbursement
(payment) of accumulation unit
value fluctuation..................... 825 -- (472) (80) 273
Transfer due to charges
for administrative and
insurance costs....................... (895,006) (5,869) (32,849) (334,108) (1,267,832)
Divisional transfers.................... 1,288 12,005 (33,825) 20,532 --
---------- -------- -------- ---------- -----------
Net increase (decrease) in
net assets resulting from
capital transactions................... 2,560,706 14,335 54,093 786,303 3,415,437
---------- -------- -------- ---------- -----------
Total increase (decrease)............. 2,720,393 16,804 46,357 828,355 3,611,909
NET ASSETS, at beginning of
the year............................... 3,002,235 55,399 180,233 1,582,388 4,820,255
---------- -------- -------- ---------- -----------
NET ASSETS, at end of the year.......... $5,722,628 $ 72,203 $226,590 $2,410,743 $ 8,432,164
========== ======== ======== ========== ===========
</TABLE>

<TABLE>
<CAPTION>
1993
-------------------------------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division Total
<S> <C> <C> <C> <C> <C>
Increase (decrease)
in net assets
Operations:
Net investment
income................................ $ 162,975 $ 1,810 $ 11,829 $ 90,416 $ 267,030
Net realized gain (loss)
on investments........................ 48,138 -- 1,916 30,333 80,387
Net change in unrealized
appreciation/depreciation
of investments........................ (23,747) -- (183) (16,982) (40,912)
---------- -------- -------- ---------- ----------
Net increase (decrease)
in net assets resulting
from operations....................... 187,366 1,810 13,562 103,767 306,505
---------- -------- -------- ---------- ----------
Capital transactions: (Note 8)
Transfer of net
premium............................... 1,704,573 17,973 70,396 814,658 2,607,600
Transfer to Guaranteed
Principal Account..................... -- (25,658) -- (3,418) (29,076)
Transfer of surrender
values................................ (7,138) (9,845) -- (21,898) (38,881)
Transfer due
to death benefits..................... (11) -- -- (8,235) (8,246)
Transfer due to policy
loans................................. (47,299) (139) (1,772) (10,933) (60,143)
Transfer due to reimbursement
(payment) of accumulation unit
value fluctuation..................... 1,106 (3) 28 (224) 907
Transfer due to charges
for administrative and
insurance costs....................... (492,537) (7,012) (19,830) (223,037) (742,416)
Divisional transfers.................... 10,511 (6,101) 6,697 (11,107) --
---------- -------- -------- ---------- ----------
Net increase (decrease) in
net assets resulting from
capital transactions................... 1,169,205 (30,785) 55,519 535,806 1,729,745
---------- -------- -------- ---------- ----------
Total increase (decrease)............. 1,356,571 (28,975) 69,081 639,573 2,036,250
NET ASSETS, at beginning of
the year............................... 1,645,664 84,374 111,152 942,815 2,784,005
---------- -------- -------- ---------- ----------
NET ASSETS, at end of the year.......... $3,002,235 $ 55,399 $180,233 $1,582,388 $4,820,255
========== ======== ======== ========== ==========
</TABLE>

See Notes to Financial Statements

26
<PAGE>

Massachusetts Mutual Variable Life Separate Account I -- Variable Life Plus

Notes To Financial Statements

1. HISTORY

Massachusetts Mutual Variable Life Separate Account I ("Separate Account I")
is a separate investment account established on July 13, 1988 by
Massachusetts Mutual Life Insurance Company ("MassMutual") in accordance
with the provisions of Section 132G of Chapter 175 of the Massachusetts
General Laws.

MassMutual maintains two segments within Separate Account I. The initial
segment ("Variable Life Plus Separate Account") is used exclusively for
MassMutual's flexible premium variable whole life insurance policy.

On March 30, 1990, MassMutual designated another segment ("Large Case
Variable Life Plus Separate Account") within Separate Account I to be used
exclusively for MassMutual's flexible premium variable whole life insurance
policy with table of selected face amounts.

Variable Life Plus Separate Account operates as a unit investment trust
pursuant to the Investment Company Act of 1940 and the rules promulgated
thereunder. MassMutual paid $100,000 to Variable Life Plus Separate Account
on August 4, 1988 to provide initial capital: 30,541 shares were purchased
in the four series of shares of the management investment company described
in Note 2 supporting the divisions of Variable Life Plus Separate Account.
On March 30, 1990, MassMutual removed $10,000 of the initial capital from
each of the four divisions of Variable Life Plus Separate Account.

2. INVESTMENT OF VARIABLE LIFE PLUS SEPARATE ACCOUNT'S ASSETS

Variable Life Plus Separate Account 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, open-end,
diversified management investment company for which MassMutual acts as
investment manager. Concert Capital Management, Inc. ("Concert Capital"), a
wholly-owned subsidiary of MassMutual, serves as investment sub-advisor to
the MML Equity Fund and the Equity Sector of the MML Blend Fund.

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

3. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed
consistently by Variable Life Plus Separate Account 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. Dividend income is
recorded on the ex-dividend date.

Identified cost is the basis followed in determining the cost of investments
sold for financial statement purposes.

27
<PAGE>

Notes To Financial Statements (Continued)

C. Federal Income Taxes

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

D. Policy Loan

When a policy loan is made, Variable Life Plus Separate Account transfers
the amount of the loan to MassMutual, thereby decreasing both the assets and
the reserves of Variable Life Plus Separate Account by an equal amount. The
interest rate charged on any loan is 6% per year or the policyowner may
select an adjustable loan rate 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 MassMutual,
which will not be less than 4%, on any loaned amount.

4. CHARGES

MassMutual charges the Variable Life Plus Separate Account 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.

MassMutual makes certain deductions from the annual premium before amounts
are allocated to the Variable Life Plus Separate Account 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 Separate Account.
MassMutual 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, MassMutual and Separate Account I. Registered representatives
of MMLISI, authorized as variable life insurance agents under applicable
state insurance laws, sell the policies.

Under the sales agreement among MMLISI, MassMutual and Separate Account I,
agents receive commissions and service fees from MMLISI for selling and
servicing the policies. MassMutual reimburses MMLISI for such compensation
and for other expenses incurred in marketing and selling the policies.

6. PURCHASES AND SALES OF INVESTMENTS

<TABLE>
<CAPTION>
For the Year Ended December 31, 1994
--------------------------------------------------------------
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division Total
<S> <C> <C> <C> <C> <C>
Cost of purchases...................... $3,297,853 $62,357 $179,995 $1,166,545 $4,706,750
Proceeds from sales.................... 576,630 45,733 109,963 277,913 1,010,239
Average monthly value of securities.... 4,361,365 71,114 201,786 1,931,343
</TABLE>

28
<PAGE>

Notes To Financial Statements (Continued)

7. NET INVESTMENT RETURN

The following table shows the Net Investment Return for each division in
Variable Life Plus Separate Account:

<TABLE>
<CAPTION>
MML MML
MML Money Managed MML
Equity Market Bond Blend
Division Division Division Division
<S> <C> <C> <C> <C>
For the Year Ended December 31, 1994............ 3.64% 3.49% (3.82)% 2.17%
For the Year Ended December 31, 1993............ 8.50% 2.34% 9.96% 8.50%
For the Year Ended December 31, 1992............ 10.16% 3.01% 6.75% 9.06%
For the Year Ended December 31, 1991............ 20.94% 5.38% 15.91% 20.88%
For the Year Ended December 31, 1990............ 0.35% 7.64% 7.43% 4.06%
</TABLE>

The net investment return for each division of Variable Life Plus Separate
Account is computed using the net increase in net assets resulting from
operations as compared to the average monthly net assets.

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, 1994 Division Division Division Division
<S> <C> <C> <C> <C>
Units purchased..................................... 1,878,741 23,083 81,986 634,521
Units withdrawn and transferred to Guaranteed
Principal Account.................................. (528,095) (21,234) (28,643) (219,947)
Units transferred between divisions................. 605 8,867 (20,546) 11,089
--------- ------- ------- ---------
Net increase........................................ 1,351,251 10,716 32,797 425,663
Units, at beginning of the year..................... 1,611,826 41,196 105,238 864,001
--------- ------- ------- ---------
Units, at end of the year........................... 2,963,077 51,912 138,035 1,289,664
========= ======= ======= =========

<CAPTION>
MML MML
MML Money Managed MML
For the Year Ended Equity Market Bond Blend
December 31, 1993 Division Division Division Division
<S> <C> <C> <C> <C>
Units purchased..................................... 946,451 13,557 42,046 458,860
Units withdrawn and transferred to Guaranteed
Principal Account.................................. (304,045) (31,989) (13,007) (151,283)
Units transferred between divisions................. 5,634 (4,584) 3,919 (6,057)
--------- ------- ------- ---------
Net increase (decrease)............................. 648,040 (23,016) 32,958 301,520
Units, at beginning of the year..................... 963,786 64,212 72,280 562,481
--------- ------- ------- ---------
Units, at end of the year........................... 1,611,826 41,196 105,238 864,001
========= ======= ======= =========
</TABLE>

29
<PAGE>

Notes To Financial Statements (Continued)

9. CONSOLIDATED MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I

As discussed in Note 1, the financial statements only represent activity of
MassMutual's Variable Life Plus Separate Account. The combined net assets as
of December 31, 1994 for Massachusetts Mutual Variable Life Separate Account
I, which includes both the segment pertaining to the flexible premium
variable whole life insurance policies and the segment pertaining to the
flexible premium variable whole life insurance policies with table of
selected face amounts, are as follows:

<TABLE>
<CAPTION>
MML MML *Oppenheimer *Oppenheimer *Oppenheimer
MML Money Managed MML High Capital Global
Equity Market Bond Blend Income Appreciation Securities
Division Division Division Division Division Division Division Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total Assets................ $9,255,798 $2,932,169 $1,390,463 $5,008,576 $527,698 $587,995 $1,613,451 $21,316,150
Total Liabilities........... 13,810 131 530 2,016 23 13 34 16,557
---------- ---------- ---------- ---------- -------- -------- ---------- -----------
Net Assets.................. $9,241,988 $2,932,038 $1,389,933 $5,006,560 $527,675 $587,982 $1,613,417 $21,299,593
========== ========== ========== ========== ======== ======== ========== ===========
Net Assets:
For variable life
insurance policies......... $9,198,906 $2,897,267 $1,353,698 $4,964,949 $522,858 $583,305 $1,608,768 $21,129,751
Retained in Variable Life
Separate Account I by
Massachusetts Mutual Life
Insurance Company.......... 43,082 34,771 36,235 41,611 4,817 4,677 4,649 169,842
---------- ---------- ---------- ---------- -------- -------- ---------- -----------
Net Assets.................. $9,241,988 $2,932,038 $1,389,933 $5,006,560 $527,675 $587,982 $1,613,417 $21,299,593
========== ========== ========== ========== ======== ======== ========== ===========
</TABLE>

*Offered by the Large Case Variable Life Plus Separate Account.

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

30
<PAGE>

Report Of Independent Accountants

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

We have audited the accompanying statement of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1994 and 1993,
and the related statements of income, changes in policyholders' contingency
reserves, and cash flows for the years ended December 31, 1994, 1993 and 1992.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

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

Springfield, Massachusetts
February 6, 1995

31
<PAGE>

Massachusetts Mutual Life Insurance Company

STATEMENT OF FINANCIAL POSITION

<TABLE>
<CAPTION>
December 31,
1994 1993
(In Millions)
<S> <C> <C>
Assets:
Bonds............................................................... $17,684.4 $16,950.7
Common stocks....................................................... 197.0 142.8
Mortgage loans...................................................... 2,979.6 3,732.4
Real estate:
Investment........................................................ 1,283.6 1,218.7
Other............................................................. 62.2 78.4
Other investments................................................... 741.5 596.6
Policy loans........................................................ 2,700.8 2,532.8
Cash and short term investments..................................... 2,189.6 2,209.2
Investment and insurance amounts receivable......................... 751.8 927.2
Separate account assets............................................. 6,507.7 5,891.5
Other assets........................................................ 75.9 34.0
--------- ---------
Total assets........................................................ $35,174.1 $34,314.3
--------- ---------

Liabilities:
Policyholders' reserves and funds................................... $24,156.3 $23,661.0
Policyholders' dividends............................................ 540.2 537.1
Policy claims and other benefits.................................... 363.9 555.5
Federal income taxes................................................ 229.9 208.1
Asset valuation reserve............................................. 347.5 301.0
Investment reserves................................................. 130.8 130.9
Separate account reserves and liabilities........................... 6,506.7 5,890.1
Amounts due on investments purchased and other liabilities.......... 969.5 1,213.0
Total liabilities................................................... 33,244.8 32,496.7
--------- ---------
Policyholders' contingency reserves................................. 1,929.3 1,817.6
--------- ---------
Total liabilities and
policyholders' contingency reserves............................... $35,174.1 $34,314.3
========= =========
</TABLE>

See Notes to Financial Statements.

32
<PAGE>

Massachusetts Mutual Life Insurance Company

STATEMENT OF INCOME

<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
(In Millions)
<S> <C> <C> <C>
Revenue:
Premium income............................................. $4,522.3 $4,784.4 $4,776.0
Net investment and other income............................ 2,179.1 2,252.6 2,231.2
-------- -------- --------
Total revenue.............................................. 6,701.4 7,037.0 7,007.2
-------- -------- --------
Disposition of revenue:
Policy benefits and payments............................... 4,169.4 4,017.9 4,329.3
Addition to policyholders' reserves and funds.............. 927.8 1,421.5 1,195.5
Operating expenses......................................... 375.5 360.5 382.6
Commissions................................................ 261.6 253.2 248.1
State taxes, licenses and fees............................. 75.1 82.3 74.0
Total disposition of revenue............................... 5,809.4 6,135.4 6,229.5
-------- -------- --------
Net gain before dividends and federal income taxes......... 892.0 901.6 777.7
Dividends to policyholders................................. 523.5 526.9 486.6
-------- -------- --------
Net gain from operations before federal income taxes....... 368.5 374.7 291.1
Federal income taxes....................................... 144.7 164.4 100.9
-------- -------- --------
Net gain from operations................................... 223.8 210.3 190.2
Net realized capital loss.................................. (135.1) (76.7) (80.4)
-------- -------- --------
Net income................................................. $ 88.7 $ 133.6 $ 109.8
======== ======== ========
</TABLE>

See Notes to Financial Statements.

33
<PAGE>

Massachusetts Mutual Life Insurance Company

STATEMENT OF CHANGES IN POLICYHOLDERS' CONTINGENCY RESERVES

<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
(In Millions)
<S> <C> <C> <C>
Policyholders' contingency reserves, beginning of year.... $1,817.6 $1,524.3 $1,359.3
-------- -------- --------
Increases (decreases) due to:
Net income............................................... 88.7 133.6 109.8
Net unrealized capital gain.............................. 22.7 22.2 12.6
Surplus notes............................................ 100.0 250.0 0.0
Change in asset valuation and investment reserves........ (46.4) (110.5) (20.0)
Change in valuation bases of policyholders' reserves..... (45.3) 0.0 32.6
Change in non-admitted assets............................ (57.1) (2.8) 24.1
Change in accounting for mortgage backed securities...... 44.5 0.0 0.0
Other.................................................... 4.6 0.8 5.9
-------- -------- --------
Net increase.......................................... 111.7 293.3 165.0
-------- -------- --------
Policyholders' contingency reserves, end of year.......... $1,929.3 $1,817.6 $1,524.3
======== ======== ========
</TABLE>

34
<PAGE>

Massachusetts Mutual Life Insurance Company

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December 31,
1994 1993 1992
(In Millions)
<S> <C> <C> <C>
Operating activities:
Net income................................................ $ 88.7 $ 133.6 $ 109.8
Addition to policyholders' reserves and funds,
net of transfers to separate accounts................. 303.7 652.3 239.0
Net realized capital loss.............................. 135.1 76.7 80.4
Other changes.......................................... (29.3) (97.5) (136.9)
-------- -------- ---------
Net cash provided by operating activities.............. 498.2 765.1 292.3
-------- -------- ---------
Investing activities:
Loans and purchases of investments..................... 6,667.8 6,668.1 10,152.9
Sales or maturities of investments and receipts
from repayment of loans............................... 6,050.0 5,671.3 10,101.3
-------- -------- ---------
Net cash used in investing activities.................. 617.8 996.8 51.6
-------- -------- ---------
Financing activities:
Issuance of surplus notes.............................. 100.0 250.0 0.0
Repayments of long term debt........................... 0.0 (100.0) 0.0
-------- -------- ---------
Net cash provided by financing activities.............. 100.0 150.0 0.0
-------- -------- ---------
Increase (decrease) in cash and
short term investments................................ (19.6) (81.7) 240.7
Cash and short term investments, beginning of year........ 2,209.2 2,290.9 2,050.2
-------- -------- ---------
Cash and short term investments, end of year.............. $2,189.6 $2,209.2 $ 2,290.9
======== ======== =========
</TABLE>

35
<PAGE>

Notes To Financial Statements

1. SUMMARY OF ACCOUNTING PRACTICES

The accompanying financial statements of Massachusetts Mutual Life Insurance
Company, except as to form, have been prepared in conformity with the practices
of the National Association of Insurance Commissioners and the accounting
practices prescribed or permitted by the Division of Insurance of the
Commonwealth of Massachusetts ("the Division of Insurance") which are currently
considered generally accepted accounting principles for mutual life insurance
companies and their life insurance subsidiaries.

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

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

A. Investments

Bonds and stocks are valued in accordance with rules established by the National
Association of Insurance Commissioners. Generally, bonds are valued at amortized
cost, preferred stocks in good standing at cost, and common stocks, except for
unconsolidated subsidiaries, at fair value. Premium and discount on bonds are
amortized into investment income over the stated lives of the securities through
December 31, 1994.

As promulgated by the National Association of Insurance Commissioners, the
Company adopted the retrospective method of accounting for amortization of
premium and discount on mortgage backed securities as of December 31, 1994.
Prepayment assumptions for mortgage backed securities were obtained from a
prepayment model, which factors in mortgage type, seasoning, coupon, current
interest rate and the economic environment. The effect of this change, $44.5
million, is recorded as an increase to policyholders' contingency reserves.

Mortgage loans are valued at principal less unamortized discount. Real estate is
valued at cost less accumulated depreciation, impairments and mortgage
encumbrances. Encumbrances totaled $14.8 million in 1994 and $15.7 million in
1993. Depreciation on investment real estate is calculated using the straight-
line and constant yield methods.

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

Investments in unconsolidated subsidiaries, joint ventures and other forms of
partnerships are included in other investments on the Statement of Financial
Position and are accounted for using the equity method.

In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve and an Interest Maintenance Reserve. The Asset Valuation
Reserve and other investment reserves, as prescribed and permitted by the
Division of Insurance, stabilize the policyholders' contingency reserves against
fluctuations in the value of stocks, as well as declines in the value of bonds,
mortgage loans and real estate investments.

The Interest Maintenance Reserve captures after-tax realized capital gains and
losses which result from changes in the overall level of interest rates for all
types of fixed income investments, as well as other financial instruments,
including financial futures, U.S. Treasury purchase commitments, options,
interest rate swaps, interest rate caps and interest rate floors. These interest
rate related gains and losses are amortized into income over the remaining life
of the investment sold or over the remaining life of the underlying asset. Net
realized after-tax capital losses of $155.6 million in 1994 and net realized
after-tax capital gains of $152.6 million in 1993 and $82.5 million in 1992 were
charged to the Interest Maintenance Reserve. The gains credited for certain
government securities were limited by regulation to 75 percent of the gains
realized in 1993 and 50 percent of the gains realized in 1992. The remaining
portion of the realized capital gains and losses on other financial instruments
relating to income earned during the year is fully recognized. Amortization of
the Interest Maintenance Reserve into net income amounted to $45.0 million in
1994, $66.6 million in 1993 and $27.4 million in 1992. In 1993, the Interest
Maintenance Reserve resulted in a net gain deferral which was included in other
liabilities on the Statement of Financial Position. In 1994, the Interest
Maintenance Reserve resulted in a net loss deferral. In accordance with the
practices of the National Association of Insurance Commissioners, the 1994
balance was recorded as a reduction of policyholders' contingency reserves.

36
<PAGE>

Notes To Financial Statements (Continued)

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

B. Separate Accounts

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

C. Non-admitted Assets

Assets designated as "non-admitted" (principally certain fixed assets,
receivables and Interest Maintenance Reserve, when in a net loss deferral
position) are excluded from the Statement of Financial Position by an adjustment
to policyholders' contingency reserves. In accordance with provisions permitted
by the Commonwealth of Massachusetts, the Company elected to admit electronic
data processing equipment totalling $20.0 million in 1992.

D. Policyholders' Reserves and Funds

Policyholders' reserves for life contracts are developed using accepted
actuarial methods computed principally on the net level premium and the
Commissioners' Reserve Valuation Method bases using the American Experience and
the 1941, 1958 and 1980 Commissioners' Standard Ordinary mortality tables with
assumed interest rates ranging from 2.5 to 6.0 percent.

Reserves for individual annuities, guaranteed investment contracts and deposit
administration and immediate participation guarantee funds are based on accepted
actuarial methods principally at interest rates ranging from 2.25 to 11.25
percent. Reserves for policies and contracts considered investment contracts
have a carrying value of $10,001.8 million (fair value of $9,672.3 million as
determined by discounted cash flow projections). Accident and health policy
reserves are generally calculated using the two-year preliminary term, net level
premium and fixed net premium methods and various morbidity tables.

During 1994, the Company changed its valuation basis for certain contracts. The
effect on the beginning of the year reserves, $45.3 million, was recorded as a
decrease to policyholders' contingency reserves. The effect of changes in
valuation bases for previously established policyholders' reserves, approved by
the Division of Insurance were included as adjustments to policyholders'
contingency reserves as of January 1, 1992.

E. Premium and Related Expense Recognition

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

F. Policyholders' Dividends

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

G. Cash and Short-term Investments

For purposes of the 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 equivalents.

2. POLICYHOLDERS' CONTINGENCY RESERVES

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

A. Surplus Notes

The Company issued surplus notes of $100.0 million at 7 1/2 percent and $250.0
million at 7 5/8 percent in 1994 and 1993, respectively. These notes are
unsecured and subordinate to all present and future indebtedness of the Company,
policy claims

37
<PAGE>

Notes To Financial Statements (Continued)

and prior claims against the Company as provided by the Massachusetts General
Laws. Issuance was approved by the Commissioner of Insurance of the Commonwealth
of Massachusetts ("the Commissioner").

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

Interest on the notes issued in 1994 is scheduled to be paid on March 1 and
September 1 of each year, beginning on September 1, 1994, to holders of record
on the preceding February 15 or August 15, respectively. Interest on the notes
issued in 1993 is scheduled to be paid on May 15 and November 15 of each year,
beginning on May 15, 1994, to holders of record on the preceding May 1 or
November 1, respectively. In accordance with regulations of the National
Association of Insurance Commissioners, interest expense is not recorded until
approval for payment is received from the Commissioner. In 1994, interest of
$22.8 million was approved and paid.

The proceeds of the notes, less a $35 million reserve in 1994 and a $25 million
reserve in 1993 for contingencies associated with the issuance of the notes, are
recorded as a component of the Company's policyholders' contingency reserves as
approved by the Commissioner. These reserves, as permitted by the Division of
Insurance, are included in investment reserves on the Statement of Financial
Position.

B. Other Policyholders' Contingency Reserves

As required by regulatory authorities, contingency reserves established to
protect group life and annuity policyholders are $36.3 million in 1994 and $34.7
million in 1993.

3. EMPLOYEE BENEFIT PLANS

A. Pension

The Company has a non-contributory defined benefit plan covering substantially
all of its employees. Benefits are based on the employees' years of service,
compensation during the last five years of employment and estimated social
security retirement benefits. The Company accounts for this plan following
Financial Accounting Standards Board Statement No. 87, Employers' Accounting for
Pensions. Accordingly, as permitted by the Division of Insurance, the Company
has recognized a pension asset of $25.3 million and $31.0 million in 1994 and
1993, respectively. Company policy is to fund pension costs in accordance with
the requirements of the Employee Retirement Income Security Act of 1974 and,
based on such requirements, no funding was required for the years ended December
31, 1994, 1993 and 1992. The assets of the Plan are invested in the Company's
general account and separate accounts.

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

<TABLE>
<CAPTION>
1994 1993
(In Millions)
<S> <C> <C>
Accumulated benefit obligation $271.1 $261.9
Projected benefit obligation 321.1 316.0
Plan assets at fair value 421.7 430.5
</TABLE>

The discount rate used in determining the actuarial present value of both the
accumulated and projected benefit obligation was 8.0 percent and 7.5 percent at
December 31, 1994 and 1993, respectively. The increase in future compensation
levels used was 5.0 percent. The long-term rate of return on assets is projected
to be 10.0 percent.

The Company also has defined contribution plans for employees and agents. The
expense charged to operations for all pension plans is $10.8 million in 1994, as
compared to $5.5 million in 1993 and $6.9 million in 1992.

B. Life and Health

Certain life and health insurance benefits are provided to retired employees and
agents through group insurance contracts. Substantially all of the Company's
employees may become eligible for these benefits if they reach retirement age
while working for the Company. In 1993, the Company adopted the National
Association of Insurance Commissioners' accounting standard for postretirement
benefit costs, requiring these benefits to be accounted for using the accrual
method for employees and agents eligible to retire and current retirees. The
discount rate used to determine the accumulated postretirement benefit liability
was 8.0 percent in 1994 and 7.5 percent in 1993. The assumed increases in
medical cost rates were 8.0 percent for the first year, declining to 5.0 percent
within 6 years at December 31, 1994 and 13.0 percent for the first year,
declining to 6.0 percent within 7 years at December 31, 1993. The net unfunded
accumulated benefit obligation for these benefits was $97.2 million and $87.5
million at January 1, 1994 and 1993, respectively. The initial transition
obligation of $100.4 million is being amortized over twenty years through 2012.
At December 31, 1994, the net unfunded accumulated benefit obligation was $66.8
million for

38
<PAGE>

Notes To Financial Statements (Continued)

employees and agents eligible to retire or currently retired and $24.0 million
for participants not eligible to retire. A Retired Lives Reserve Trust was
funded to pay life insurance premiums for certain retired employees. Trust
assets available for benefits were $12.9 million in 1994.

The expense for 1994 and 1993 under the new standard was $12.2 million and $15.8
million, respectively. In 1992, $4.3 million of retiree life and health benefits
were charged to income when paid. A one percent increase in the annual assumed
increase in medical cost rates would increase the 1994 accumulated
postretirement benefit liability and benefit expense by $4.9 million and $0.7
million, respectively.

4. RELATED PARTY TRANSACTIONS

At the end of 1994, the Company executed two reinsurance agreements with its
subsidiary, MML Pension Insurance Company ("MML Pension"). In the first of these
contracts, the Company assumed all of the single premium immediate annuity
business written by MML Pension through either an assumption provision or a
coinsurance provision. The second contract ceded the Company's group life,
accident and health business to MML Pension. Additionally, a reinsurance
agreement previously in place, ceding all of the Company's single premium
annuity business, was terminated. These contracts were concurrently executed at
the end of business on December 31, 1994 and were accounted for as a bulk
reinsurance transaction. Accordingly, assets were transferred at fair value and
liabilities were transferred at statutory carrying value. These transfers did
not impact the Summary of Operations of either company. The net effect of these
transactions decreased the Company's assets and liabilities by $174.6 million in
1994.

5. FEDERAL INCOME TAXES

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

Components of the formula authorized by the Internal Revenue Service for
determining deductible policyholder dividends have not been finalized for 1993
and 1994. The Company records the estimated effects of anticipated revisions in
the Statement of Income.

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

No deferred tax effect is recognized for temporary differences that may exist
between financial reporting and taxable income. The Company made federal tax
payments of $13.3 million in 1994, $206.6 million in 1993 and $119.3 million in
1992. At December 31, 1994 and 1993, the Company established a liability for
federal income taxes of $229.9 and $208.1 million, respectively.

6. INVESTMENTS

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

A. Bonds

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

<TABLE>
<CAPTION>
December 31, 1994
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
(In Millions)
<S> <C> <C> <C> <C>
U.S. Treasury Securities and Obligations of U.S
Government Corporations and Agencies $ 5,511.2 $147.3 $253.3 $ 5,405.2
Debt Securities issued by Foreign Governments 35.0 1.7 2.2 34.5
Mortgage-backed securities 3,410.5 55.6 176.7 3,289.4
State and local governments 124.1 4.9 5.3 123.7
Industrial securities 7,570.7 165.9 294.6 7,442.0
Utilities 908.5 68.9 17.8 959.6
Affiliates 124.4 9.7 8.6 125.5
--------- ------ ------ ---------
TOTAL $17,684.4 $454.0 $758.5 $17,379.9
</TABLE>

39
<PAGE>

Notes To Financial Statements (Continued)

<TABLE>
<CAPTION>
December 31, 1993
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
(In Millions)
<S> <C> <C> <C> <C>
U.S. Treasury Securities and Obligations of U.S
Government Corporations and Agencies $ 6,496.4 $ 537.4 $ 55.3 $ 6,978.5
Debt Securities issued by Foreign Governments 91.9 11.4 0.0 103.3
Mortgage-backed securities 1,911.2 138.6 0.7 2,049.1
State and local governments 53.9 4.1 1.1 56.9
Industrial securities 7,386.4 683.1 107.2 7,962.3
Utilities 938.9 168.4 3.1 1,104.2
Affiliates 72.0 17.7 1.7 88.0
--------- -------- ------ ---------
TOTAL $16,950.7 $1,560.7 $169.1 $18,342.3
</TABLE>

The carrying value and estimated fair value of bonds at December 31, 1994 by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without prepayment penalties.

<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
(In Millions)
<S> <C> <C>
Due in one year or less $ 2,477.6 $ 2,467.8
Due after one year through five years 3,167.3 3,140.9
Due after five years through ten years 3,320.5 3,274.4
Due after ten years 2,636.3 2,518.7
--------- ---------
11,601.7 11,401.8
Mortgage-backed securities, including securities guaranteed
by the U.S. Government 6,082.7 5,978.1
--------- ---------
TOTAL $17,684.4 $17,379.9
</TABLE>

Proceeds from sales of investments in bonds were $4,880.2 million during 1994,
$4,136.6 million during 1993 and $9,026.4 million during 1992. Gross capital
gains of $78.9 million in 1994, $271.1 million in 1993 and $231.1 million in
1992 and gross capital losses of $189.3 million in 1994, $88.3 million in 1993
and $92.9 million in 1992 were realized on those sales, a portion of which were
included in the Interest Maintenance Reserve. The estimated fair value of non-
publicly traded bonds is determined by the Company using a pricing matrix.

B. Stocks

Preferred stocks in good standing had fair values of $136.3 million in 1994,
$121.1 million in 1993, using a pricing matrix for non-publicly traded stocks
and quoted market prices for publicly traded stocks. Common stocks, except for
unconsolidated subsidiaries, had a cost of $181.1 million in 1994, $122.6
million in 1993.

C. Mortgages

The fair value of mortgage loans, as determined from a pricing matrix for
performing loans and the estimated underlying real estate value for non-
performing loans, approximated carrying value less valuation reserves held.

The Company acts as mortgage servicing agent and guarantor for $91.3 million of
mortgage loans sold in 1985. As guarantor, the Company is obligated to advance
unpaid principal and interest on any delinquent loans and to repurchase mortgage
loans under certain circumstances including mortgagor default.

D. Other

The carrying value of investments which were non-income producing for the
preceding twelve months was $82.9 million and $96.1 million at December 31, 1994
and 1993, respectively. The Company had restructured loans with book values of
$371.0 million and $437.1 million at December 31, 1994 and 1993, respectively.
The Company made voluntary contributions to the Asset Valuation Reserve of $52.7
million in 1994, $51.5 million in 1993 and $38.4 million in 1992 for these
restructured loans.

40
<PAGE>

Notes To Financial Statements (Continued)

The loans typically have been modified to defer a portion of the contracted
interest payments to future periods. Interest deferred to future periods totaled
$2.2 million in 1994, $3.0 million in 1993 and $4.8 million in 1992.

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

7. PORTFOLIO RISK MANAGEMENT

The Company manages its investment risks to reduce interest rate and duration
imbalances determined in asset/liability analyses. The fair values of these
instruments, which are not recorded in the financial statements, are based upon
market prices or prices obtained from brokers. The Company does not hold or
issue financial instruments for trading purposes.

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

The Company is exposed to credit-related losses in the event of nonperformance
by counterparties to financial instruments. This exposure is limited to
contracts with a positive fair value. The amounts at risk in a net gain position
were $88.4 million and $120.1 million at December 31, 1994 and 1993,
respectively. The Company monitors exposure to ensure counterparties are credit
worthy and concentration of exposure is minimized.

The Company enters into financial futures contracts for the purpose of managing
interest rate exposure. The Company's futures contracts are exchange traded with
minimal credit risk. Margin requirements are met with the deposit of securities.
Futures contracts are generally settled with offsetting transactions. Gains and
losses on financial futures contracts are recorded when the contract is closed
and amortized through the Interest Maintenance Reserve over the remaining life
of the underlying asset. As of December 31, 1994, the Company had entered into
financial futures contracts with contractual amounts of $558.9 million and a
fair value of $559.1 million.

The Company enters into interest rate swap agreements, options, and purchased
caps and floors to reduce interest rate exposures arising from mismatches
between assets and liabilities and to modify portfolio profiles to manage other
risks identified.

Under interest rate swaps, the Company agrees to exchange, at specified
intervals, the difference between fixed and floating interest rates calculated
by reference to an agreed-upon notional principal amount. Net amounts receivable
and payable are accrued as adjustments to interest income and included in
investment and insurance amounts receivable on the Statement of Financial
Position. At December 31, 1994 and 1993, the Company had swaps with notional
amounts of $2,799.1 million and $1,910.1 million, respectively. The fair values
of these instruments were $49.6 million and $9.9 million at December 31, 1994
and 1993, respectively.

Options grant the purchaser the right to buy or sell a security at a stated
price within a stated period. The Company's option contracts have terms of up to
two years. The amounts paid for options purchased are included in other
investments on the Statement of Financial Position. Gains and losses on these
contracts are recorded at the expiration or termination date and are amortized
through the Interest Maintenance Reserve over the remaining life of the
underlying asset. At December 31, 1994 and 1993, the Company had option
contracts with notional amounts of $2,187.5 million and $2,647.5 million,
respectively. The Company's exposure was limited to the unamortized costs of
$24.4 million and $30.0 million, which had fair values of $10.4 million and
$73.3 million at December 31, 1994 and 1993, respectively.

Interest rate cap agreements grant the purchaser the right to receive the excess
of a referenced interest rate over a given rate. Interest rate floor agreements
grant the purchaser the right to receive the excess of a given rate over a
referenced interest rate. Amounts paid for interest rate caps and floors are
amortized into interest income over the life of the asset on a straight-line
basis. Unamortized costs are included in other investments on the Statement of
Financial Position. Amounts receivable and payable are accrued as adjustments to
interest income and included in the Statement of Financial Position as
investment and insurance amounts receivable. Gains and losses on these
contracts, including any unamortized cost, are recognized upon termination and
are amortized through the Interest Maintenance Reserve over the remaining life
of the associated cap or floor agreement. The company has agreements with
notional amounts of $2,617.0 million and $1,712.0 million at December 31, 1994
and 1993, respectively. The Company's exposure on these agreements is limited to
the unamortized costs of $12.1 million and $10.1 million at December 31, 1994
and 1993, respectively. The fair values of these instruments were $6.0 million
and $29.0 million at December 31, 1994 and 1993, respectively.

The Company enters into asset swap agreements to reduce exposures, such as
currency risk and prepayment risk, built into certain assets acquired. Cross-
currency interest rate swaps allow investment in foreign currencies, increasing
access to additional investment opportunities, while limiting foreign exchange
risk. Notional amounts relating to asset and currency swaps totalled $220.0
million and $249.8 million at December 31, 1994 and 1993, respectively. The fair
values of these instruments were an unrecognized gain of $2.8 million at
December 31, 1994 and an unrecognized loss of $14.9 million at December 31,
1993.

41
<PAGE>

Notes To Financial Statements (Continued)

The Company enters into forward U.S. Treasury commitments for the purpose of
managing interest rate exposure. The Company generally does not take delivery on
forward commitments. These commitments are instead settled with offsetting
transactions. Gains and losses on forward commitments are recorded when the
commitment is closed and amortized through the Interest Maintenance Reserve over
the remaining life of the asset. At December 31, 1994 and 1993, the Company had
U. S. Treasury purchase commitments which will settle during the following year
with contractual amounts of $1,000.0 million and $1,161.8 million and fair
values of $989.2 million and $1,159.1 million, respectively.

8. LIQUIDITY

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

<TABLE>
<CAPTION>
(In Millions)
<S> <C> <C>
Total policyholders' reserves and funds and separate account liabilities $30,933.9
Not subject to discretionary withdrawal (6,462.2)
Policy loans (2,700.8)
---------
Subject to discretionary withdrawal $21,770.9
---------
Total invested assets, including separate investment accounts $34,346.4
Policy loans and other invested assets (8,983.7)
=========
Readily marketable investments $25,362.7
=========
</TABLE>

9. COMMITMENTS AND CONTINGENCIES

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

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.

10. RECLASSIFICATION

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

11. SUBSIDIARY AND AFFILIATED COMPANIES

Summary of ownership and relationship of the Company and its subsidiaries and
affiliated companies as of December 31, 1994 is illustrated below. The Company
provides management or advisory services to these companies.

Subsidiaries

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

42
<PAGE>

Notes To Financial Statements (Continued)

Subsidiaries of MassMutual Holding Company

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

Subsidiaries of MassMutual Corporate Value Limited

MassMutual Corporate Value Partners Limited

Subsidiaries of MassMutual Holding Company Two, Inc.

MassMutual Holding Company Two MSC, Inc.

Subsidiaries of MassMutual Holding Company Two MSC, Inc.

MML Pension Insurance Company
MassMutual of Ireland, Limited
Sloan's Lake Management Corporation

Affiliates

MassMutual Corporate Investors
MassMutual Participation Investors

43
<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
MassMutual or other companies.

1. The illustration on page 45 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 46 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
guaranteed schedule of charges.

3. The illustration on page 47 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 48 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
guaranteed schedule of charges.

The death benefits and cash surrender values for a Policy would be different
from the amount shown if the rates of return averaged 0%, 6% and 12% over a
period of years but varied above and below that average in individual Policy
Years. They would 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 .49% on an annual basis, of the net asset value of the
Fund shares held by the Separate Account.

The death benefits and cash surrender values shown in illustrations 2 and 4
reflect these guaranteed maximum charges:

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.

4. Fund level expenses of .61% 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 -0.865%, 5.083% and
11.031% 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,
1996. During 1993 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 MassMutual 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.

44
<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 $ 183 $ 243 $ 303
2 2,583 100,000 100,000 100,000 1,061 1,241 1,424
3 3,972 100,000 100,000 100,000 1,959 2,309 2,688
4 5,431 100,000 100,000 100,000 2,861 3,446 4,104
5 6,982 100,000 100,000 100,000 3,747 4,629 5,663
6 8,570 100,000 100,000 100,000 4,615 5,860 7,380
7 10,259 100,000 100,000 100,000 5,465 7,141 9,271
8 12,032 100,000 100,000 100,000 6,296 8,472 11,354
9 13,893 100,000 100,000 100,000 7,106 9,856 13,652
10 15,848 100,000 100,000 100,000 7,894 11,294 16,186
15 27,189 100,000 100,000 100,000 11,521 19,423 33,515
20 41,663 100,000 100,000 144,907 13,904 28,756 61,401
25 60,136 100,000 100,000 215,861 15,041 39,951 105,814
30 (Age 65) 83,713 100,000 100,000 317,001 15,028 54,046 177,096
35 113,804 100,000 113,262 459,455 13,026 71,685 290,794
40 152,208 0 132,056 670,160 6,678 92,347 468,644
45 201,222 0 151,867 972,475 0 115,929 742,348
50 263,778 0 174,631 1,420,552 0 141,976 1,154,920
</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 MASSMUTUAL OR THE TRUST THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

45
<PAGE>

FLEXIBLE PREMIUM VARIABLE WHOLE LIFE INSURANCE POLICY
Male, Issue Age 35, Nonsmoker
$100,000 Selected Face Amount
$1,200 Annual Premium
Using Guaranteed Schedule Of Charges

<TABLE>
<CAPTION>
Death Benefit Cash Surrender Value
Premiums Assuming Hypothetical Gross Assuming Hypothetical Gross
End Of Accumulated Annual Investment Return of Annual Investment Return of
Policy at 5% Interest
Year Per Year 0% 6% 12% 0% 6% 12%
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 1,260 $100,000 $100,000 $100,000 $ 124 $ 181 $ 239
2 2,583 100,000 100,000 100,000 946 1,113 1,288
3 3,972 100,000 100,000 100,000 1,777 2,109 2,469
4 5,431 100,000 100,000 100,000 2,614 3,166 3,789
5 6,982 100,000 100,000 100,000 3,431 4,262 5,237
6 8,570 100,000 100,000 100,000 4,228 5,397 6,825
7 10,259 100,000 100,000 100,000 5,002 6,571 8,567
8 12,032 100,000 100,000 100,000 5,754 7,786 10,481
9 13,893 100,000 100,000 100,000 6,482 9,043 12,583
10 15,848 100,000 100,000 100,000 7,185 10,343 14,896
15 27,189 100,000 100,000 100,000 10,343 17,597 30,583
20 41,663 100,000 100,000 131,521 12,214 25,698 55,729
25 60,136 100,000 100,000 194,058 12,465 34,869 95,126
30 (Age 65) 83,713 100,000 100,000 278,381 10,023 45,029 155,520
35 113,804 100,000 100,000 388,296 2,500 55,982 245,757
40 152,208 0 100,000 538,952 0 67,897 376,889
45 201,222 0 106,171 734,384 0 81,047 560,599
50 263,778 0 115,226 997,798 0 93,680 811,137
</TABLE>

46
<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 $ 230 $ 290 $ 350
2 2,583 100,000 100,000 100,000 1,131 1,309 1,494
3 3,972 100,000 100,000 100,000 2,057 2,412 2,795
4 5,431 100,000 100,000 100,000 2,975 3,588 4,235
5 6,962 100,000 100,000 100,000 3,877 4,771 5,820
6 8,570 100,000 100,000 100,000 4,761 6,024 7,566
7 10,259 100,000 100,000 100,000 5,627 7,327 9,489
8 12,032 100,000 100,000 100,000 6,475 8,685 11,610
9 13,893 100,000 100,000 100,000 7,305 10,099 13,952
10 15,848 100,000 100,000 100,000 8,117 11,571 16,538
15 27,189 100,000 100,000 106,494 11,880 19,923 34,235
20 41,663 100,000 100,000 167,015 14,638 29,791 62,552
25 60,136 100,000 100,000 248,056 16,547 42,004 107,850
30 (Age 65) 83,713 100,000 113,873 359,026 17,475 57,223 180,415
35 113,804 100,000 131,351 514,565 16,791 75,489 295,727
40 152,208 100,000 149,798 736,433 14,484 97,907 481,329
45 201,222 100,000 172,158 1,071,068 8,344 124,752 776,136
50 263,778 0 195,188 1,547,065 0 154,911 1,227,829
</TABLE>

47
<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 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 $ 176 $ 234 $ 292
2 2,583 100,000 100,000 100,000 1,021 1,192 1,369
3 3,972 100,000 100,000 100,000 1,888 2,226 2,593
4 5,431 100,000 100,000 100,000 2,745 3,308 3,943
5 6,962 100,000 100,000 100,000 3,582 4,429 5,423
6 8,570 100,000 100,000 100,000 4,398 5,590 7,047
7 10,259 100,000 100,000 100,000 5,191 6,791 8,828
8 12,032 100,000 100,000 100,000 5,961 8,036 10,785
9 13,893 100,000 100,000 100,000 6,710 9,325 12,938
10 15,848 100,000 100,000 100,000 7,437 10,662 15,310
15 27,189 100,000 100,000 100,000 10,751 18,175 31,440
20 41,663 100,000 100,000 152,722 13,061 26,902 57,199
25 60,136 100,000 100,000 225,197 14,393 37,443 97,912
30 (Age 65) 83,713 100,000 100,195 322,201 14,378 50,349 161,910
35 113,804 100,000 113,929 452,653 11,629 65,477 260,145
40 152,208 100,000 126,119 625,359 3,998 82,431 408,732
45 201,222 0 137,911 860,032 0 99,936 623,211
50 263,778 0 147,587 1,164,156 0 117,132 923,934
</TABLE>

48
<PAGE>

PROSPECTUS

DATED MAY 1, 1995

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

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

THE FUNDS

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

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

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

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

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

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

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

_________________________________

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

I. FINANCIAL HIGHLIGHTS

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

MML EQUITY FUND

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

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

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

2
<PAGE>

MML MONEY MARKET FUND

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

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

MML MANAGED BOND FUND

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

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

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

3
<PAGE>

MML BLEND FUND

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

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

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

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

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

4
<PAGE>

II. MANAGEMENT DISCUSSION

A. ECONOMIC AND INVESTMENT ENVIRONMENT

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

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

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

B. INVESTMENT OUTLOOK

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

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

C. MML EQUITY

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

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

5
<PAGE>

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

EQUITY FUND

[EQUITY FUND GRAPH APPEARS HERE]

D. MML MONEY MARKET

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

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

MONEY MARKET FUND

[MONEY MARKET FUND GRAPH APPEARS HERE]

E. MML MANAGED BOND

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

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

6
<PAGE>

MANAGED BOND FUND

[MANAGED BOND FUND GRAPH APPEARS HERE]

F. MML BLEND

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

BLEND FUND

[BLEND FUND GRAPH APPEARS HERE]

7
<PAGE>

III. GENERAL INFORMATION

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

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

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

IV. THE FUNDS

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

A. MML EQUITY FUND

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

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

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

B. MML MONEY MARKET FUND

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

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

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

8
<PAGE>

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

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

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

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

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

C. MML MANAGED BOND FUND

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

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

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

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

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

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

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

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

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

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

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<PAGE>

D. MML BLEND FUND

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

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

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

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

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

1. EQUITY SECTOR

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

2. BOND SECTOR

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

3. MONEY MARKET SECTOR

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

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

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

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

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

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

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

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

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

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

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V. INVESTMENT PRACTICES
OF THE FUNDS AND
RELATED RISKS

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

A. DERIVATIVES TRANSACTIONS

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

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

1. DERIVATIVES

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

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

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

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

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

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

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

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

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<PAGE>

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

2. DERIVATIVES - RISK FACTORS

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

3. DERIVATIVES - LIMITATIONS

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

B. PORTFOLIO MANAGEMENT

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

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

C. RESTRICTED AND ILLIQUID SECURITIES

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

D. REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS

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

E. SECURITIES LENDING

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

F. FEDERAL TAXES

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

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<PAGE>

G. CASH POSITIONS

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

VI. INVESTMENT RESTRICTIONS

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

A. INVESTMENT RESTRICTIONS

Each Fund will not:

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

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

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

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

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

B. EXCEPTIONS

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

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

VII. INVESTMENT MANAGERS

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

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

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

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<PAGE>

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

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

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

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

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

VIII. CAPITAL SHARES

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

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

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

14
<PAGE>

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

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

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

IX. NET ASSET VALUE

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

A. MML MONEY MARKET FUND

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

B. OTHER FUNDS

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

X. SALE AND REDEMPTION OF SHARES

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

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

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

XI. TAX STATUS

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

15
<PAGE>

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

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

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

XII. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

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

A. MML EQUITY FUND

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

B. MML MONEY MARKET FUND

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

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

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

C. MML MANAGED BOND AND MML BLEND FUNDS

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

XIII. INVESTMENT PERFORMANCE

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

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

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

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

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

16
<PAGE>

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

XIV. MANAGEMENT OF MML TRUST

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

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

17
<PAGE>

MML SERIES INVESTMENT FUND
1295 State Street
Springfield, Massachusetts 01111

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

INVESTMENT MANAGER

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

INVESTMENT SUB-ADVISOR

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

INDEPENDENT ACCOUNTANTS

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

CUSTODIAN

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

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

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

<PAGE>

------------------------------------------------------------------------
Top of page: a line graph reflecting the growth of a hypothetical
investment of $10,000 invested in the MML Equity Fund and the Standard &
Poors's 500 Index. In the upper left portion of the graph is a table
listing the average annual total returns for the MML Equity Fund for the
1, 5, and 10 year time periods.

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

<TABLE>
<CAPTION>
Plot points for table:
<S> <C>
1 Yr 4.10%
5 Yr 9.49%
10 Yr 13.72%

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

Page 6

------------------------------------------------------------------------
Bottom of page: a table listing the average annual total returns for the
MML Money Market Fund and the Lipper Taxable Money Market Fund Average
for the 1, 5, and 10 year time periods.

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

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

<PAGE>

--------------------------------------------------------------------
Top of page: a line graph reflecting the growth of a hypothetical
investment of $10,000 invested in the MML Managed Bond Fund and the
Lehman Brothers Government/Corporate Bond Index. In the upper left
portion of the graph is a table listing the average annual total
returns for the MML Managed Bond Fund for the 1, 5, and 10 year time
periods.
--------------------------------------------------------------------

Plot points for table:
<S> <C>
1 Yr -3.76%
5 Yr 7.86%
10 Yr 9.53%

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

</TABLE>
Page 7
---------------------------------------------------------------------
Bottom of page: a line graph reflecting the growth of a hypothetical
investment of $10,000 invested in the MML Blend Fund and the Lipper
Balanced Fund Index. In the upper left portion of the graph is a
table listing the average annual total returns for the MML Blend Fund
for the 1, 5, and 10 year time periods.
---------------------------------------------------------------------

Plot points for table:
<S> <C>
1 Yr 2.48%
5 Yr 9.31%
10 Yr 12.46%

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

</TABLE>