MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I, 485BPOS, 1999-04-27

MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I
485BPOS, 1999-04-27

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<PAGE>

Registration No. 333-65887

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-6

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

A. Exact name of Trust: Massachusetts Mutual Variable Life Separate Account I

B. Name of Depositor: Massachusetts Mutual Life Insurance Company

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

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

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

____X____ on May 1, 1999 pursuant to paragraph (b) of Rule 485.

_________ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

_________ on May 1, 1999 pursuant to paragraph (a)(1) of Rule 485.

_________ this post effective amendment designates a new effective date for a
previously filed post effective amendment.

*STATEMENT PURSUANT TO RULE 24F-2

Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the Registrant
registered an indefinite amount of securities being offered. The Registrant did
not file a Rule 24f-2 notice for the fiscal year ended December 31, 1998 because
it did not sell any securities pursuant to such registration during such period.

<PAGE>

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

<TABLE>
<CAPTION>
Item No. of
Form N-8B-2 Caption
- ----------- -------
<S> <C>

1 Cover Page; Glossary; The Separate Account

2 Cover Page; The Separate Account

3 Investments of the Separate Account

4 Sales and Other Agreements

5 The Separate Account

6 The Separate Account

7 Not Applicable

8 Not Applicable

9 Legal Proceedings

10 Cover Page; Premiums; Death Benefits Under the Policy; Free
Look Provision; Account Value; Policy Loan Privilege; The
Separate Account; Charges Under the Policy; Sales and Other
Agreements; When We Pay Proceeds; Payment Options; Our
Rights; Your Voting Rights

11 The Separate Account

12 The Separate Account; Sales and Other Agreements

13 The Separate Account; Charges Under the Policy

14 Premiums; The Separate Account; Sales and Other Agreements

15 Premiums; The Separate Account

16 The Separate Account; Investment Return

17 Account Value; The Separate Account; Cash Surrender Value;
Withdrawals; Payment Options

18 The Separate Account
</TABLE>

2
<PAGE>

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

<TABLE>
<CAPTION>
Item No. of
Form N-8B-2 Caption
- ----------- -------
<S> <C>
20 Not Applicable

21 Policy Loan Privilege

22 Not Applicable

23 Bonding Arrangement

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

25 Cover Page

26 Not Applicable

27 Cover Page; The Separate Account

28 Directors of MassMutual

29 Cover Page

30 Not Applicable

31 Not Applicable

32 Not Applicable

33 Not Applicable

34 Not Applicable

35 Cover Page

36 Not Applicable

37 Not Applicable

38 Sales and Other Agreements

39 Sales and Other Agreements
</TABLE>

3
<PAGE>

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

<TABLE>
<CAPTION>
Item No. of
Form N-8B-2 Caption
- ----------- -------
<S> <C>
40 Sales and Other Agreements

41 Sales and Other Agreements

42 Not Applicable

43 Sales and Other Agreements

44 The Separate Account; Investment Return; Charges for Federal
Income Tax; Account Value; Charges Under the Policy

45 Not Applicable

46 The Separate Account; Investment Return

47 The Separate Account

48 The Separate Account

49 Not Applicable

50 The Separate Account

51 Cover Page; Underwriting; Availability; Beneficiary;
Reinstatement; Premiums; Free Look Provision

52 The Separate Account; Our Rights

53 Federal Income Tax Considerations

54 Not Applicable

55 Not Applicable

56 Not Applicable

57 Not Applicable

58 Not Applicable

59 Financial Statements
</TABLE>

4
<PAGE>

Massachusetts Mutual Life Insurance Company
FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE

This prospectus describes a flexible premium variable adjustable life insurance
policy offered by Massachusetts Mutual Life Insurance Company ("MassMutual").
The policy provides lifetime insurance protection for as long as it remains in
force.

You, the policyowner, may allocate the net premium for Your policy among several
investment options. These investment options include a Guaranteed Principal
Account ("GPA") and thirty Separate Account Divisions of a segment of
Massachusetts Mutual Variable Life Separate Account I. Each of the Separate
Account Divisions invests in a corresponding Fund. The Separate Account
Divisions invest in the following Funds:

<TABLE>
<S> <C>
MML Series Investment Fund Oppenheimer Variable Account Funds
MML Small Cap Value Equity Fund Oppenheimer Global Securities Fund/VA
MML Equity Fund Oppenheimer Small Cap Growth Fund/VA
MML Equity Index Fund Oppenheimer Aggressive Growth Fund/VA
MML Blend Fund Oppenheimer Capital Appreciation Fund/VA
MML Managed Bond Fund Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer Multiple Strategies Fund/VA
Panorama Series Fund, Inc. Oppenheimer High Income Fund/VA
Panorama International Equity Portfolio Oppenheimer Strategic Bond Fund/VA
Panorama Growth Portfolio Oppenheimer Bond Fund/VA
Panorama Total Return Portfolio Oppenheimer Money Fund/VA

MFS(R) Variable Insurance Trust(SM) Goldman Sachs Variable Insurance Trust
MFS(R) New Discovery Series Goldman Sachs International Equity Fund
MFS(R) Emerging Growth Series Goldman Sachs Capital Growth Fund
MFS(R) Research Series Goldman Sachs Mid Cap Value Fund
Goldman Sachs CORE U.S. Equity Fund
Goldman Sachs Growth and Income Fund

T. Rowe Price Equity Series, Inc. T. Rowe Price Fixed Income Series, Inc
T. Rowe Price New America Growth Portfolio T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Mid-Cap Growth Portfolio

Fidelity Variable Insurance Products Fund II(VIPII)
Contrafund Portfolio

</TABLE>

The policy is "flexible" because You may select the timing and amount of premium
payments. The policy is "adjustable" because You may choose to increase or
decrease the death benefit and change the death benefit option under the policy.
The policy is "variable" because the death benefit may, and cash surrender value
will, vary.

MassMutual is a mutual life insurance company established in 1851 under the laws
of Massachusetts. We are licensed to transact life, accident and health
insurance business in all fifty states of the United States, the District of
Columbia, Puerto Rico and certain provinces of Canada. As of December 31, 1998,
MassMutual had consolidated statutory assets in excess of $67 billion and
estimated total assets under management of $176.8 billion. The mailing address
for the Home Office is Massachusetts Mutual Life Insurance Company, Springfield,
Massachusetts 01111-0001. The telephone number is (413) 788-8411.

May 1, 1999

<PAGE>

The Securities and Exchange Commission has not approved or disapproved these
securities, or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

This prospectus is not an offer to sell nor is it seeking an offer to buy these
securities in any state where the offer or sale is not permitted. This
prospectus is valid only when accompanied by the prospectuses of the Funds.

You should read and retain this prospectus.

Replacing existing insurance with the policy described in this prospectus may
not be to your advantage.

The policy is not available in all jurisdictions. This prospectus is not an
offering in any jurisdiction where the policy is not available. MassMutual has
not authorized any person to make any representations about the policy other
than those contained in this prospectus.

2
<PAGE>

<TABLE>
<CAPTION>
Table Of Contents Page
----
<S> <C>

PART I -- General Provisions of the Policy ................................ 5
Availability ............................................................ 5
Underwriting ............................................................ 5
Charges Under the Policy ................................................ 6
Deductions from Premiums .............................................. 7
Sales Load .......................................................... 7
State Premium Tax Charge ............................................ 7
Deferred Acquisition Cost ("DAC") Tax Charge ........................ 7
Account Value Charges ................................................. 7
Administrative Charge ............................................... 7
Cost of Insurance Charge ............................................ 7
Face Amount Charge .................................................. 7
Rider Charge ........................................................ 7
Separate Account Charges .............................................. 7
Mortality and Expense Risk Charge ................................... 7
Charges for Federal Income Taxes .................................... 8
Fund Charges .......................................................... 8
Other Charges ......................................................... 9
Withdrawal Charges .................................................. 9
Loan Interest Rate Expense Charge ................................... 9
Substitute Insured Charge ........................................... 9
The Separate Account .................................................... 9
Investments of the Separate Account ................................... 9
MML Series Investment Fund .......................................... 10
Oppenheimer Variable Account Funds .................................. 11
Panorama Series Fund, Inc. .......................................... 12
Goldman Sachs Variable Insurance Trust .............................. 13
MFS(R) Variable Insurance Trust(SM)................................. 13
T. Rowe Price Equity Series, Inc. ................................... 14
T. Rowe Price Fixed Income Series, Inc. ............................. 14
Fidelity Variable Insurance Products Fund II ........................ 14
Fund Monitoring ..................................................... 15
The Guaranteed Principal Account ........................................ 15
Premiums ................................................................ 15
Minimum Case Premium .................................................. 15
Minimum Net First Policy Premium ...................................... 15
Planned Annual Premiums ............................................... 15
Annual Cutoff Policy Premium .......................................... 16
Minimum and Maximum Premium Payments .................................. 16
Net Premium Allocation ................................................ 16
Termination ............................................................. 16
Grace Period .......................................................... 16
Safety Test ........................................................... 16
Safety Test Grace Period ............................................ 17
Death Benefit Under the Policy .......................................... 17
Minimum Face Amount ................................................... 17
Death Benefit Options ................................................. 17
Changes in Selected Face Amount ....................................... 18
Account Value ........................................................... 18
Investment Return ..................................................... 18
Cash Surrender Value .................................................. 19
Transfers ............................................................. 19
Automated Account Value Transfer .................................... 19
</TABLE>

3
<PAGE>

<TABLE>
<S> <C>
Automated Account Re-Balancing ...................................... 20
Withdrawals ........................................................... 20
Policy Loan Privilege ................................................... 20
Source of Loan ........................................................ 20
If Loans Exceed the Policy Account Value .............................. 21
Interest .............................................................. 21
Repayment ............................................................. 21
Interest Credited on Loaned Value ..................................... 21
Effect of Loan ........................................................ 21
PART II -- Additional Provisions of the Policy ............................ 21
Paid-up Policy Date ..................................................... 21
Reinstatement ........................................................... 22
Payment Options ......................................................... 22
Fixed Amount Payment Option ........................................... 22
Fixed Time Payment Option ............................................. 22
Lifetime Payment Option ............................................... 22
Interest Payment Option ............................................... 22
Joint Lifetime Payment Option ......................................... 22
Joint Lifetime Payment Option with Reduced Payments ................... 22
Withdrawal Rights under Payment Options ............................... 23
Beneficiary ............................................................. 23
Changing the Policyowner or Beneficiary ................................. 23
Right to Substitute Insured ............................................. 23
Assignment .............................................................. 24
Dividends ............................................................... 23
Limits on Our Right to Challenge the Policy ............................. 23
Misstatement of Age or Gender ........................................... 23
Suicide Exclusion ....................................................... 24
When We Pay Proceeds .................................................... 24
Free Look Provision ..................................................... 24
Additional Benefits By Rider ............................................ 25
Supplemental Monthly Term Insurance Rider ............................. 25
Waiver of Monthly Charges Rider ....................................... 25
PART III -- Other Important Information ................................... 25
Federal Income Tax Considerations ....................................... 25
Your Voting Rights ...................................................... 27
Our Rights .............................................................. 27
Records and Reports ..................................................... 28
Sales and Other Agreements .............................................. 28
Commissions ............................................................. 28
Bonding Arrangement ..................................................... 28
Year 2000 ............................................................... 28
Legal Proceedings ....................................................... 29
Experts ................................................................. 29
Financial Statements .................................................... 29
Appendix A -- Glossary .................................................... A-1
Appendix B -- Rates of Return ............................................. B-1
Appendix C -- Hypothetical Illustrations .................................. C-1
Appendix D -- Directors of Massachusetts Mutual Life Insurance Company .... D-1
Appendix E -- Minimum Face Amount Percentages ............................. E-1
Appendix F -- Financial Statements ........................................ FF-1
</TABLE>

4
<PAGE>

Part I - 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.

In the event of a conflict between the terms within this prospectus and the
terms of the policy, the policy terms will control.

Certain provisions of the policy as described in this prospectus may differ in a
particular state because of specific state requirements.

We define the following terms in Appendix A:

Case, Insured, Issue Date, Monthly Calculation Date, Net Premium, Policy
Anniversary, Policy Date, Policy Year, Policyowner, Valuation Date,
Valuation Period and Valuation Time.

Throughout the prospectus, MassMutual is referred to as We, Us or Our, and the
policyowner is referred to as You or Your.

Availability.

The policy is available on a case basis. We may define a case as one person. All
policies within a case are aggregated for purposes of determining policy dates,
loan rates and underwriting requirements. If an individual owns the policy as
part of an employer sponsored program, he or she may exercise all rights and
privileges under the policy through their employer or other sponsoring entity
acting as case administrator. After termination of the employment or other
relationship, the individual may exercise such rights and privileges directly
with MassMutual.

The minimum total selected face amount is $50,000 per policy. At the time of
issue, the insured must be age 20 through age 85 as of his/her birthday nearest
the policy date.

Underwriting.

We currently offer three different underwriting programs:

1. full underwriting;

2. simplified issue underwriting; and

3. guaranteed issue underwriting.

The cost of insurance charges vary depending on the type of underwriting We use.

5
<PAGE>

Charges Under The Policy.

We deduct certain charges for providing the insurance benefits under Your
policy, for administering Your policy, for assuming certain risks and for
incurring certain expenses in distributing Your policy. A summary of these
charges is as follows, and a more detailed description follows this chart:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Charges Current Rate Guaranteed Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deductions Sales Load Policy years 1 - 7: 10% of premiums up to Policy years 1 - 7: 10% of premiums up to
from Premium Charge annual cutoff policy premium annual cutoff policy premium
Policy years 8+: 2.5% of premiums up to Policy years 8+: 2.5% of premiums up to
annual cutoff policy premium annual cutoff policy premium
All policy years: 1% of premiums in excess All policy years: 1% of premiums in excess
of the annual cutoff policy premium of the annual cutoff policy premium
- ------------------------------------------------------------------------------------------------------------------------------------
State Premium 0% to 4% of each premium, depending on This charge will always equal the applicable
Tax Charge Your state's applicable rate state rate
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred 1% of each premium This charge will always represent the
Acquisition Cost expense to MassMutual of the federal
Tax Charge acquisition deferred cost tax
- ------------------------------------------------------------------------------------------------------------------------------------
Account Value Administrative $5.25 per month ($63.00 annually) $9.00 per month ($108.00 annually)
Charges Charge
- ------------------------------------------------------------------------------------------------------------------------------------
Cost of A per thousand rate multiplied by the amount The maximum monthly cost of insurance
Insurance at risk each month. This charge varies by the charge for each $1,000 of insurance is shown
Charge insured's gender, issue age and tobacco in the Table of Maximum Monthly Mortality
classification; the policy year We make the Charges in Your policy
deduction; the rating class of Your policy and
the underwriting classification of the case
- ------------------------------------------------------------------------------------------------------------------------------------
Face Amount Issue Age 20-24 Issue Age 20-24
Charge Policy years 1-20: $0.00167 per month Policy years 1-20: $0.00167 per month
(for fully of a specified amount of a specified amount
underwritten Policy years 21+: 0 Policy years 21+: 0
policies) Issue Age 25-34 Issue Age 25-34
Policy years 1-15: $0.00250 per month Policy years 1-15: $0.00250 per month
of a specified amount of a specified amount
Policy years 16+: 0 Policy years 16+: 0
Issue Age 35-39 Issue Age 35-39
Policy years 1-15: $0.00292 per month Policy years 1-15: $0.00292 per month
of a specified amount of a specified amount
Policy years 16+: 0 Policy years 16+: 0
Issue Age 40-44 Issue Age 40-44
Policy years 1-15: $0.00333 per month Policy years 1-15: $0.00333 per month
of a specified amount of a specified amount
Policy years 16+: 0 Policy years 16+: 0
Issue Age 45-49 Issue Age 45-49
Policy years 1-15: $0.00375 per month Policy years 1-15: $0.00375 per month
of a specified amount of a specified amount
Policy years 16+: 0 Policy years 16+: 0
Issue Age 50-85 Issue Age 50-85
Policy years 1-4: $0.01667 per month Policy years 1-4: $0.01667 per month
of a specified amount of a specified amount
Policy years 5+: 0 Policy years 5+: 0
- ------------------------------------------------------------------------------------------------------------------------------------
Separate Mortality and Policy years 1 through 15: 0.60% annually of Any policy year: 1.0%
Account Expense Risks each Separate Account Division's assets
Charges Charge Policy years 16-30: 0.40% annually of each
Separate Account Division's assets
Policy years 31+: 0.30% annually of each
Separate Account Division's assets
- ------------------------------------------------------------------------------------------------------------------------------------
Fund Charges SEE FUND CHARGE TABLE SEE FUND CHARGE TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

6
<PAGE>

Deductions from Premiums.

Prior to applying Your premium to the GPA or the selected Separate Account
Divisions, We deduct a sales load, state premium tax and a deferred acquisition
cost tax charge from Your premium.

Sales Load.

We deduct a sales load from Your premium for the expenses related to the sales
and distribution of the policies. We will refund a portion of the sales load to
You, as part of the cash surrender value, if You surrender Your policy within
the first two policy years.

State Premium Tax Charge.

States assess premium taxes at various rates. We currently deduct the applicable
state rate from each premium to cover premium taxes assessed against MassMutual
by the states. The state rate will be either the Massachusetts rate or the
applicable state rate.

We may increase or decrease this charge if there is any change in the tax or
change of residence. You should notify MassMutual of any residence change. Any
change in this charge will be effective immediately.

Deferred Acquisition Cost ("DAC") Tax Charge.

This charge is related to MassMutual's federal income tax burden, under Internal
Revenue Code Section 848.

Account Value Charges.

On each monthly calculation date, We deduct from Your account value the
following charges:

1. An administrative charge;

2. A cost of insurance charge;

3. A face amount charge (if applicable); and

4. Any rider charge (if applicable).

We deduct these charges from Your account value in proportion to the non-loaned
account value in the Separate Account and the GPA.

1. Administrative Charge.

We deduct a monthly charge for costs We incur for providing certain
administrative services. These services include premium billing and collection,
record keeping, processing claims, and communicating with policyowners.

2. Cost of Insurance Charge.

(We refer to this charge as the "Mortality Charge" in Your policy.) We deduct a
cost of insurance charge on each monthly calculation date. This charge is based
on the:

o Insured's gender;

o Insured's issue age;

o Insured's tobacco use classification;

o Policy year in which We make the deduction;

o Rating class of the policy; and

o Underwriting classification of the case.

This charge may vary monthly because it is determined by multiplying the
applicable cost of insurance rates by the amount at risk each policy month. We
will apply any change in this charge to all policies in the same class.

3. Face Amount Charge.

We currently deduct a monthly face amount charge from policies that are issued
under a full underwriting basis. We use this charge to reimburse Us for the
costs associated with performing full underwriting on potential policyowners. We
base this charge on the greater of the initial selected face amount or the first
premium multiplied by the applicable minimum face amount percentage found in
Appendix E of this prospectus. The charge will not be based on an amount greater
than $10 million. This charge is fixed for a set number of policy years.

4. Rider Charge.

We will deduct applicable monthly rider charges for any additional benefits We
provide to You by rider.

Separate Account Charges

Mortality and Expense Risk Charge.

(We refer to this charge as the "Net Investment Factor Asset Charge" in Your
policy.)

We charge the Separate Account Divisions for the mortality and expense risks We
assume. This charge varies by policy year, and We deduct it from the value of
each Division's assets attributable to the policies.

The mortality risk We assume is that the group of lives insured under Our
policies may, on average, live for

7
<PAGE>

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. We will use this gain for any
purpose, including payment of sales commissions. If the money We collect is
insufficient, We will still provide for all death benefits and expenses.

Charges for Federal Income Taxes.

We do not currently charge the Separate Account Divisions for federal income
taxes attributable to them. However, We reserve the right to eventually charge
the Separate Account Divisions to provide for future federal income tax
liability of the Separate Account Divisions.

Fund Charges.

The value of the Separate Account Divisions' assets will reflect investment
management fees and other expenses of the Funds. The following table shows the
Funds' total fund operating expenses expressed as a percentage of average net
assets for the year ended December 31, 1998:

<TABLE>
<CAPTION>
Total
Fund
Expenses
After
Expense
Management Other Reimbur-
Fund / Portfolio Name Fees Expenses sements
- --------------------------------------------------------------------------------
<S> <C> <C> <C>

MML Small Cap Value Equity(1) 0.39% 0.05% 0.44%
MML Equity(1) 0.37% 0.00% 0.37%
MML Equity Index 0.30% 0.20% 0.50%
MML Blend(1) 0.37% 0.00% 0.37%
MML Managed Bond(1) 0.45% 0.03% 0.48%
Oppenheimer Global Securities 0.68% 0.06% 0.74%
Oppenheimer Small Cap Growth 0.75% 0.12% 0.87%
Oppenheimer Aggressive Growth 0.69% 0.02% 0.71%
Oppenheimer Capital Appreciation(4) 0.72% 0.03% 0.75%
Opp. Main Street Growth & Income(5) 0.74% 0.05% 0.79%
Oppenheimer Multiple Strategies 0.72% 0.04% 0.76%
Oppenheimer High Income 0.74% 0.04% 0.78%
Oppenheimer Strategic Bond 0.74% 0.06% 0.80%
Oppenheimer Bond 0.72% 0.02% 0.74%
Oppenheimer Money 0.45% 0.05% 0.50%
Panorama International Equity 1.00% 0.09% 1.09%
Panorama Growth 0.52% 0.01% 0.53%
Panorama Total Return 0.53% 0.02% 0.55%
Goldman Sachs Capital Growth(2) 0.75% 0.15% 0.90%
Goldman Sachs Mid Cap Value(2)(8) 0.80% 0.15% 0.95%
Goldman Sachs CORE U.S. Equity(2) 0.70% 0.10% 0.80%
Goldman Sachs Growth and Income(2) 0.75% 0.15% 0.90%
Goldman Sachs International Equity(2) 1.00% 0.25% 1.25%
MFS(R) New Discovery(6) 0.90% 0.25% 1.15%
MFS(R) Emerging Growth 0.75% 0.10% 0.85%
MFS(R) Research Series 0.75% 0.11% 0.86%
T. Rowe Price New America Growth(7) 0.85% 0.00% 0.85%
T. Rowe Price Mid-Cap Growth(7) 0.85% 0.00% 0.85%
T. Rowe Price Limited-Term Bond(7) 0.70% 0.00% 0.70%
Fidelity VIP II Contrafund(3) 0.59% 0.21% 0.80%

</TABLE>

(1) MassMutual has agreed to bear the expenses of these Funds (other than the
management fee, interest, taxes, brokerage commissions and extraordinary
expenses) in excess of 0.11% of the average daily net asset value of these Funds
through April 30, 2000. MassMutual does not expect that it will be required to
reimburse any expenses of these Funds due to this undertaking in 1999.

(2) The Goldman Sachs Capital Growth and Goldman Sachs Mid Cap Value Funds'
expenses are estimated due to the Funds being in existence for less than 10
months as of December 31, 1998. The Goldman Sachs International Equity, Goldman
Sachs CORE U.S. Equity and Goldman Sachs Growth and Income Funds' expenses are
based on actual expenses for fiscal year ended December 31, 1998. In addition,
the Investment Advisers to the Goldman Sachs International Equity, Goldman Sachs
Capital Growth, Goldman Sachs Mid Cap Value, Goldman Sachs CORE U.S. Equity and
Goldman Sachs Growth and Income Funds have voluntarily agreed to reduce or limit
certain "Other Expenses" of such Funds (excluding management fees, taxes,
interest and brokerage fees and litigation, indemnification and other
extraordinary expenses) to the extent such expenses exceed 0.25%,0.15%, 0.15%,
0.10% and 0.15% per annum of such Funds' average daily net assets, respectively.
The expenses shown include this reimbursement. If not included, the "Other
Expenses" and "Total Expenses" for the Goldman Sachs International Equity,
Goldman Sachs Capital Growth, Goldman Sachs Mid Cap Value, Goldman Sachs CORE
U.S. Equity and Goldman Sachs Growth and Income Funds would be 1.97% and 2.97%,
1.03% and 1.78%, 0.57% and 1.37%, 2.13% and 2.83% and 1.94% and 2.69%,
respectively. The reductions or limits may be discontinued or modified by the
Investment Advisers in their discretion at any time.

(3) A portion of the brokerage commission that the Fidelity VIP II Contrafund
pays is used to reduce its expenses. Additionally, this Portfolio has entered
into arrangements with its custodian whereby credits realized as a result of
uninvested cash balances are used to reduce custodian expenses. Including these
reductions, the Total Fund Expenses for this Portfolio would have decreased to
0.75%.

(4) Prior to May 1, 1999, this Fund was called Oppenheimer Growth Fund.

(5) Prior to May 1, 1999, this Fund was called Oppenheimer Growth & Income Fund.

(6) The MFS New Discovery Series has an expense offset arrangement which reduces
the series' custodian fee based upon the amount of cash maintained by the series
with its custodian and dividend disbursing agent. The series may enter into
other such arrangements and directed brokerage arrangements, which would also
have the effect of reducing the series' expenses. Expenses do not take into
account these expense reductions and are therefore higher than the actual
expenses of the series. MFS has agreed to bear expenses for the series, subject
to reimbursement by the series, such that the series' "Other Expenses" shall not
exceed 0.25% of the average daily net assets of the series during the current
fiscal year. The expense shown includes this reimbursement. If not included, the
Other Expenses are estimated to be 5.22% for 1998.

8
<PAGE>

The payments made by MFS on behalf of the series under this arrangement are
subject to reimbursement by the series to MFS, which will be accomplished by the
payment of an expense reimbursement fee by the series to MFS computed and paid
monthly at a percentage of the series' average daily net assets for its then
current fiscal year, with a limitation that immediately after such payment the
series' "Other Expenses" will not exceed the percentage set forth above for that
series. The obligation of MFS to bear a series' "Other Expenses" pursuant to
this arrangement, and the series' obligation to pay the reimbursement fee to
MFS, terminates on May 1, 2001.

(7) Management fees include operating expenses.

(8) Prior to May 1, 1999, this Fund was called Goldman Sachs Mid Cap Equity
Fund.

Other Charges.

Withdrawal Charges.

We deduct a charge from each withdrawal.

Loan Interest Rate Expense Charge.

We deduct a charge from the loan interest rate. This charge reimburses us for
expenses We incur for administering Your loan. The charge varies by policy year.

Substitute Insured Charge.

We charge an administrative fee if You transfer the policy to the life of a
substitute insured.

The Separate Account.

Our Board of Directors established the Separate Account on July 13, 1988 in
accordance with the provisions of Section 132G of Chapter 175 of the
Massachusetts General Laws. The Separate Account is registered as a unit
investment trust under the Investment Company Act of 1940, as amended. The
Securities and Exchange Commission does not supervise MassMutual's or the
Separate Account's management or investment practices. Under Massachusetts law,
however, the Division of Insurance of the Commonwealth of Massachusetts
regulates both Us and the Separate Account.

We establish designated segments of the Separate Account to receive and invest
premiums for other MassMutual variable life insurance policies. We have
established a segment for the policies.

Although the Separate Account assets are assets of MassMutual, We cannot use
those Separate Account assets equal to the reserves and other liabilities of the
Separate Account attributable to the policies to satisfy any obligations that
may arise out of any other business We conduct. The Separate Account assets may,
however, be subject to liabilities arising from other variable life insurance
policies funded by the Separate Account. We may at Our discretion transfer those
assets which exceed the reserves and other liabilities of the Separate Account
to Our general account. Such transfers will not adversely affect the Separate
Account.

We credit or charge the Separate Account Divisions with the Divisions' income
and realized or unrealized gains or losses without regard to any of MassMutual's
other income, gains, or losses.

MassMutual may accumulate in the Separate Account the mortality and expense
risks charge, account value charges and investment results applicable to those
assets that are in excess of net assets supporting the policies.

MassMutual has the right to establish additional divisions of the Separate
Account. We will invest amounts credited to any additional divisions in shares
of other Funds. We have the right to substitute new Funds for any Separate
Account Divisions. If We do this, We will obtain prior approval from all of the
necessary regulatory authorities. We will also give You notice of Our intent to
do this.

Investments of the Separate Account.

We have established a segment within the Separate Account to receive and invest
premium payments for the policies. We have established thirty Divisions within
the policies' designated segment of the Separate Account. Each Separate Account
Division invests in a corresponding Fund as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Division Fund
- --------------------------------------------------------------------------------
<S> <C>

MML Small Cap Value MML Small Cap Value
Equity Division Equity Fund
- --------------------------------------------------------------------------------
MML Equity Division MML Equity Fund
- --------------------------------------------------------------------------------
MML Equity Index Division MML Equity Index Fund
- --------------------------------------------------------------------------------
MML Blend Division MML Blend Fund
- --------------------------------------------------------------------------------
MML Managed Bond MML Managed Bond
Division Fund
- --------------------------------------------------------------------------------
Oppenheimer Global Oppenheimer Global
Securities Division Securities Fund/VA
- --------------------------------------------------------------------------------
Oppenheimer Small Cap Oppenheimer Small Cap
Growth Division Growth Fund/VA
- --------------------------------------------------------------------------------
Oppenheimer Aggressive Oppenheimer Aggressive
Growth Division Growth Fund/VA
- --------------------------------------------------------------------------------
Oppenheimer Capital Oppenheimer Capital
Appreciation Division* Appreciation Fund/VA*
- --------------------------------------------------------------------------------
Oppenheimer Main Street Oppenheimer Main Street
Growth & Income Division** Growth & Income
Fund/VA**
- --------------------------------------------------------------------------------
Oppenheimer Multiple Oppenheimer Multiple
Strategies Division Strategies Fund/VA
- --------------------------------------------------------------------------------
Oppenheimer High Income Oppenheimer High
Division Income Fund/VA
- --------------------------------------------------------------------------------
Oppenheimer Strategic Bond Oppenheimer Strategic
Division Bond Fund/VA
- --------------------------------------------------------------------------------
Oppenheimer Bond Division Oppenheimer Bond
- --------------------------------------------------------------------------------

</TABLE>

9
<PAGE>

Fund/VA
- --------------------------------------------------------------------------------
Oppenheimer Money Oppenheimer Money
Division Fund/VA
- --------------------------------------------------------------------------------
Panorama International Panorama International
Equity Division Equity Portfolio
- --------------------------------------------------------------------------------
Panorama Growth Division Panorama Growth
Portfolio
- --------------------------------------------------------------------------------
Panorama Total Return Panorama Total Return
Division Portfolio
- --------------------------------------------------------------------------------
MFS(R) New Discovery MFS(R) New Discovery
Division Series
- --------------------------------------------------------------------------------
MFS(R) Emerging Growth MFS(R) Emerging Growth
Division Series
- --------------------------------------------------------------------------------
MFS(R) Research Division MFS(R) Research Series
- --------------------------------------------------------------------------------
Goldman Sachs International Goldman Sachs
Equity Division International Equity Fund
- --------------------------------------------------------------------------------
Goldman Sachs Capital Goldman Sachs Capital
Growth Division Growth Fund
- --------------------------------------------------------------------------------
Goldman Sachs Mid Cap Goldman Sachs Mid Cap
Value Division*** Value Fund***
- --------------------------------------------------------------------------------
Goldman Sachs CORE U.S. Goldman Sachs CORE
Equity Division U.S. Equity Fund
- --------------------------------------------------------------------------------
Goldman Sachs Growth and Goldman Sachs Growth
Income Division and Income Fund
- --------------------------------------------------------------------------------
T. Rowe Price New America T. Rowe Price New
Growth Division America Growth
Portfolio
- --------------------------------------------------------------------------------
T. Rowe Price Mid-Cap T. Rowe Price Mid-Cap
Growth Division Growth Portfolio
- --------------------------------------------------------------------------------
T. Rowe Price Limited-Term T. Rowe Price Limited-
Bond Division Term Bond Portfolio
- --------------------------------------------------------------------------------
Fidelity VIP II Contrafund Fidelity VIP II
Division Contrafund Portfolio
- --------------------------------------------------------------------------------

</TABLE>

*Prior to May 1, 1999, the Oppenheimer Capital Appreciation Division was called
the Oppenheimer Growth Division and the Oppenheimer Capital Appreciation Fund/VA
was called the Oppenheimer Growth Fund.

**Prior to May 1, 1999, the Oppenheimer Main Street Growth & Income Division was
called the Oppenheimer Growth & Income Division and the Oppenheimer Main Street
Growth & Income Fund/VA was called the Oppenheimer Growth & Income Fund.

***Prior to May 1, 1999, the Goldman Sachs Mid Cap Value Division was called the
Goldman Sachs Mid Cap Equity Division and the Goldman Sachs Mid Cap Value Fund
was called the Goldman Sachs Mid Cap Equity Fund.

As custodian for the Separate Account, MassMutual holds the shares of the
underlying Funds purchased by the Separate Account Divisions. The Separate
Account purchases and redeems shares of the Funds at their net asset value. The
net asset value is determined at the time of receipt of the purchase order or
redemption request.

Some of the Funds available to You are similar to mutual funds offered in the
retail marketplace. These Funds generally have the same investment objectives,
policies and portfolio managers as the retail mutual funds and usually were
formed after the retail mutual funds. While these Funds generally have identical
investment objectives, policies and portfolio managers, they are separate and
distinct from the retail mutual funds. In fact, performance of these Funds may
be dramatically different from the performance of the retail mutual funds. This
is due to differences in the funds' sizes, dates shares of stocks are purchased
and sold, cash flows and expenses. You should remember that retail mutual fund
performance is not the performance of the Funds that are available to You in
this policy and is not an indication of future performance of such Funds.

There is no assurance that the Funds will achieve stated objectives. The Fund
prospectuses contain more detailed information about the Funds. Current copies
of the Fund prospectuses are attached to this prospectus. You should read the
information contained in the Funds' prospectuses before making allocations to
any Division of the Separate Account.

MML Series Investment Fund

The MML Series Investment Fund (the "MML Trust") is a no-load, open-end
investment company. The MML Small Cap Value Equity Fund, MML Equity Fund, MML
Equity Index Fund, MML Blend Fund and MML Managed Bond Fund (collectively, the
"MML Funds") are separate series of shares of the MML Trust.

MassMutual acts as investment manager to each of the MML Funds. David L. Babson
and Company, Inc. ("Babson") serves as the investment sub-adviser to the MML
Equity Fund, the MML Small Cap Value Equity Fund and the equity sector of the
MML Blend Fund. Babson is a wholly-owned subsidiary of DLB Acquisition
Corporation, a controlled subsidiary of MassMutual.

MassMutual has also entered into an agreement with Mellon Equity Associates, LLP
("Mellon Equity") to serve as the investment sub-adviser to the MML Equity Index
Fund. MassMutual, Babson and Mellon Equity are registered as investment advisers
under the Investment Advisers Act of 1940.

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 also serves as the investment adviser to MassMutual Corporate Value
Partners, Limited; MassMutual High Yield Partners, II, LLC; MassMutual/Darby CBO
LLC; Somers CDO, Limited; and MassMutual Institutional Funds.

10
<PAGE>

Citibank N.A. acts as custodian for the MML Trust, other than the MML Equity
Index Fund. Its home office is located at 111 Wall Street, New York, NY, 10005.
Boston Safe Deposit and Trust Company serves as the custodian of the MML Equity
Index Fund. It is an indirect subsidiary of Mellon Bank Corporation and is
located at One Boston Place, Boston, Massachusetts 02108.

MML Small Cap Value Equity Fund

The MML Small Cap Value Equity Fund seeks long-term growth of capital and income
by investing primarily in small company stocks.

MML Equity Fund

The MML Equity Fund seeks to achieve a superior rate of return over time from
both capital appreciation and current income and to preserve capital by
investing in equity securities.

MML Equity Index Fund

The MML Equity Index Fund seeks investment results that correspond to the price
and yield performance of the publicly traded common stocks in the aggregate, as
represented by the Standard & Poor's 500 Composite Stock Price Index. ("Standard
& Poor's 500" and "S&P 500(R)" are trademarks of The McGraw-Hill Companies, Inc.
and have been licensed for use by the Fund. The Fund is not sponsored, endorsed,
sold or promoted by Standard & Poor's or The McGraw-Hill Companies, Inc.)
Standard & Poor's makes no representation regarding the advisability of
investing in the Fund.

MML Blend Fund

The MML Blend Fund seeks a high total rate of return over time, consistent with
prudent investment risk and capital preservation by investing in equity, fixed
income and money market securities.

MML Managed Bond Fund

The MML Managed Bond Fund seeks a high rate of return, consistent with capital
preservation by investing investment grade, publicly traded, fixed income
securities.

Oppenheimer Variable Account Funds

The Oppenheimer Variable Account Funds (the "Oppenheimer Funds") is an
investment company consisting of ten separate funds. Oppenheimer Funds acts as
the investment vehicle for separate accounts for variable insurance policies
offered by insurance companies. Oppenheimer Global Securities Fund/VA,
Oppenheimer Small Cap Growth Fund/VA, Oppenheimer Aggressive Growth Fund/VA,
Oppenheimer Capital Appreciation Fund/VA, Oppenheimer Main Street Growth &
Income Fund/VA, Oppenheimer Multiple Strategies Fund/VA, Oppenheimer High Income
Fund/VA, Oppenheimer Strategic Bond Fund/VA, Oppenheimer Bond Fund/VA and
Oppenheimer Money Fund/VA are part of the Oppenheimer Funds.

OppenheimerFunds, Inc. ("OFI") supervises the investment operations of the
Oppenheimer Funds. OFI also determines the composition of each respective
portfolio and advises and recommends investment policies and the purchase and
sale of securities, pursuant to an investment advisory agreement with each
Oppenheimer Fund.

OFI is located at Two World Trade Center, New York, NY 10048-0203 and has
operated as an investment adviser since April 30, 1959. Oppenheimer Acquisition
Corp., a holding company owned in part by senior management of OFI, and
ultimately controlled by MassMutual, owns OFI. OFI is registered as an
investment adviser under the Investment Advisers Act of 1940.

Bank of New York acts as custodian for the Oppenheimer Funds. Its home office is
located at One Wall Street, New York, NY 10015.

Oppenheimer Global Securities Fund/VA

The Oppenheimer Global Securities Fund/VA seeks long-term capital appreciation
by investing a substantial portion of assets in securities of foreign issuers,
"growth-type" companies, cyclical industries and special situations which are
considered to have appreciation possibilities. It invests in equity securities
of U.S. and foreign issuers.

Oppenheimer Small Cap Growth Fund/VA

The Oppenheimer Small Cap Growth Fund/VA seeks capital appreciation. Current
income is not an objective. In seeking its objective, the Fund emphasizes
investments in securities of "growth-type" companies with market capitalization
less than $1 billion, including common stocks, preferred stocks, convertible
securities, rights, warrants and options, in proportions which may vary from
time to time.

Oppenheimer Aggressive Growth Fund/VA*

The Oppenheimer Aggressive Growth Fund/VA seeks long-term capital appreciation
by investing in "growth-type" companies.

*Prior to May 1, 1998, this Fund was called Oppenheimer Capital Appreciation
Fund.

Oppenheimer Capital Appreciation Fund/VA*

The Oppenheimer Capital Appreciation Fund/VA seeks long-term capital
appreciation by investing in securities of well-known established companies. It
invests in equity securities.

*Prior to May 1, 1999, this Fund was called Oppenheimer Growth Fund.

Oppenheimer Main Street Growth & Income Fund/VA*

The Oppenheimer Main Street Growth & Income

11
<PAGE>

Fund/VA seeks total return (which includes growth in the value of its shares as
well as current income) from equity and debt securities. *Prior to May 1, 1999,
this Fund was called Oppenheimer Growth & Income Fund.

Oppenheimer Multiple Strategies Fund/VA

The Oppenheimer Multiple Strategies Fund/VA seeks a total return (which includes
current income and capital appreciation in the value of its shares) from
investments in common stocks and other equity securities, bonds and other debt
securities, and money market securities.

Oppenheimer High Income Fund/VA

The Oppenheimer High Income Fund/VA seeks a high level of current income. The
Fund invests in unrated securities or high risk securities in the lower rating
categories, commonly known as "junk bonds," which are subject to a greater risk
of loss of principal and non payment of interest than higher-rated securities.

Oppenheimer Strategic Bond Fund/VA

The Oppenheimer Strategic Bond Fund/VA seeks a high level of current income
principally derived from interest on debt securities and seeks to enhance such
income by writing covered call options on debt securities. The Fund invests in
three market sectors: debt securities of foreign government and companies, U.S.
government securities, and lower-rated high yield securities of U.S. companies.

Oppenheimer Bond Fund/VA

The Oppenheimer Bond Fund/VA seeks a high level of current income. The Fund
seeks capital growth when consistent with its primary objective. The Fund will,
under normal market conditions, invest at least 65% of its total assets in
investment grade securities.

Oppenheimer Money Fund/VA

The Oppenheimer Money Fund/VA seeks maximum current income from investments in
money market securities that is consistent with low capital risk and the
maintenance of liquidity. The Fund invests in short-term, high quality money
market securities.

Panorama Series Fund, Inc.

The Panorama Series Fund, Inc., ("Panorama Fund") is an open-end investment
company. The Panorama Fund acts as the investment vehicle for separate accounts
for variable insurance policies offered by insurance companies. The Panorama
International Equity Portfolio, Panorama Growth Portfolio and Panorama Total
Return Portfolio are separate series of the Panorama Fund.

OFI supervises the investment operations of the Panorama Fund. OFI also
determines the composition of each Panorama Portfolio, and advises and
recommends investment policies and purchase and sale of securities, under an
investment advisory agreement with each Panorama Portfolio.

Babson-Stewart Ivory International, located in Cambridge, MA, is the sub-adviser
to the Panorama International Equity Portfolio. Babson-Stewart Ivory
International is a partnership formed in 1987 between Babson and Stewart Ivory &
Company, Ltd.

Bank of New York acts as custodian for the Panorama Fund. Its home office is
located at One Wall Street, New York, NY 10015.

Panorama International Equity Portfolio

The Panorama International Equity Portfolio seeks long-term growth of capital by
investing primarily in equity securities of companies wherever located, the
primary stock market of which is outside the United States

Panorama Growth Portfolio

The Panorama Growth Portfolio seeks long-term growth of capital by investing
primarily in common stocks with low price-earnings ratios and better than
anticipated earnings. Realization of current income is a secondary
consideration.

Panorama Total Return Portfolio

The Panorama Total Return Portfolio seeks to maximize total investment return
(including both capital appreciation and income) principally by allocating its
assets among stocks, corporate bonds, U.S. Government securities and money
market instruments according to changing market conditions.

Goldman Sachs Variable Insurance Trust

The Goldman Sachs Variable Insurance Trust ("Goldman Sachs VIT Trust") is an
open-end, management investment company, organized in Delaware in September,
1997. The Goldman Sachs International Equity Fund, Goldman Sachs Capital Growth
Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs CORE U.S. Equity Fund and
Goldman Sachs Growth and Income Fund are each a separate series of shares of the
Goldman Sachs VIT Trust.

Goldman Sachs Asset Management ("GSAM") is a separate operating division of
Goldman Sachs & Co. It serves as investment adviser to the Goldman Sachs Growth
and Income, Goldman Sachs CORE U.S. Equity, Goldman Sachs Capital Growth and
Goldman Sachs Mid Cap Value Funds. GSAM is located at One New York Plaza, New
York, NY 10004.

Goldman Sachs Asset Management International ("GSAMI") is an affiliate of
Goldman Sachs & Co. GSAMI serves as investment adviser to the Goldman

12
<PAGE>

Sachs International Equity Fund. GSAMI is located at 133 Peterborough Court,
London, England, EC4A 2BB.

The custodian for each fund of the Goldman Sachs VIT Trust is State Street Bank
and Trust Company. It is located at 1776 Heritage Drive, North Quincy, MA 02110.

Goldman Sachs International Equity Fund

The Goldman Sachs International Equity Fund seeks long-term capital appreciation
through investments in equity securities of companies that are organized outside
of the United States or whose securities are principally traded outside of the
United States.

Goldman Sachs Capital Growth Fund

The Goldman Sachs Capital Growth Fund seeks long-term growth of capital through
diversified investments in equity securities of companies that are considered to
have long-term capital appreciation potential.

Goldman Sachs Mid Cap Value Fund*

The Goldman Sachs Mid Cap Value Fund seeks long-term capital appreciation
primarily through investments in equity securities of companies with public
stock market capitalizations within the range of the market capitalization of
companies constituting the Russell Midcap Index at the time of investment
(currently between $400 million and $16 billion).

*Prior to May 1, 1999, this Fund was called Goldman Sachs Mid Cap
Equity Fund.

Goldman Sachs CORE U.S. Equity Fund

The Goldman Sachs CORE U.S. Equity Fund seeks long-term growth of capital and
dividend income through a broadly diversified portfolio of large cap and blue
chip equity securities representing all major sectors of the U.S. economy.

Goldman Sachs Growth and Income Fund

The Goldman Sachs Growth and Income Fund seeks long-term growth of capital and
growth of income through investments in equity securities that are considered to
have favorable prospects for capital appreciation and/or dividend paying
ability.

MFS(R) Variable Insurance Trust(SM)

The MFS(R) Variable Insurance Trust(SM) ("MFS Trust") is an open-end management
investment company, organized as a Massachusetts business trust in 1994. The
MFS(R) New Discovery Series, MFS(R) Emerging Growth Series and MFS(R) Research
Series (collectively referred to as "MFS Series") are each a separate series of
shares of the MFS Trust.

Massachusetts Financial Services Company ("MFS Co.") advises the MFS Series. MFS
Co. is a Delaware corporation and is located at 500 Boylston Street, Boston, MA
02116.

State Street Bank and Trust Company is the custodian of the MFS Series. It is
located at 225 Franklin Street, Boston, MA 02110.

MFS(R) New Discovery Series

The MFS(R) New Discovery Series seeks capital appreciation by investing, under
normal market conditions, at least 65% of its total assets in companies that are
believed to offer superior prospects for growth. Such securities may either be
listed on the securities exchanges or traded in the over-the-counter markets and
may be U.S. or foreign companies.

MFS(R) Emerging Growth Series

The MFS(R) Emerging Growth Series seeks long-term growth of capital by investing
primarily in common stocks of companies which are early in their life cycle, but
which have the potential to become major enterprises (emerging growth
companies).

MFS(R) Research Series

The MFS(R) Research Series seeks long-term growth of capital and future income,
by investing a substantial portion of its assets in equity securities of
companies believed to possess better than average prospects for long-term
growth. A smaller proportion of the Fund's assets may be invested in bonds,
short-term obligations, preferred stocks or common stocks whose principal
characteristic is income production rather than growth.

T. Rowe Price Equity Series, Inc.

T. Rowe Price Equity Series, Inc. is a diversified, open-end investment company
incorporated in Maryland in 1994. The T. Rowe Price Mid-Cap Growth Portfolio and
T. Rowe Price New America Growth Portfolio are each a separate series of shares
of T. Rowe Price Equity Series, Inc.

T. Rowe Price Associates, Inc. ("T. Rowe Price") was founded in 1937 and is the
investment adviser to each of the Portfolios. Its business address is 100 East
Pratt Street, Baltimore, MD 21202.

State Street Bank and Trust Company and The Chase Manhattan Bank, N.A., London
are the custodians for the T. Rowe Price Mid-Cap Growth Portfolio and T. Rowe
Price New America Growth Portfolio. The custodians' main offices are located at
225 Franklin Street, Boston, MA 02110 and Woolgate House, Coleman Street,
London, EC2P 2HD, England, respectively.

T. Rowe Price Mid-Cap Growth Portfolio

The T. Rowe Price Mid-Cap Growth Portfolio seeks to provide long-term capital
appreciation by investing in mid-cap stocks with potential for above-average

13
<PAGE>

earnings growth. T. Rowe Price defines mid-cap companies as those with market
capitalizations within the range of companies in the S&P 400 Mid-Cap Index.

T. Rowe Price New America Growth Portfolio

The T. Rowe Price New America Growth Portfolio seeks long-term growth of capital
by investing in the common stocks of U.S. growth companies operating in service
industries. Most of Portfolio assets are invested in service companies, we
believe are above-average performers in their fields. The Portfolio may also
invest up to 25% of total assets in nonservice-related growth companies.

T. Rowe Price Fixed Income Series, Inc.

T. Rowe Price Fixed Income Series, Inc. is a diversified, open-end investment
company and incorporated in Maryland in 1994. The T. Rowe Price Limited-Term
Bond Portfolio is one of the series of shares of T. Rowe Price Fixed Income
Series, Inc. T. Rowe Price advises the T. Rowe Price Limited-Term Bond
Portfolio. State Street Bank and Trust Company and The Chase Manhattan Bank,
N.A., London are the custodians for the T. Rowe Price Limited-Term Bond
Portfolio.

T. Rowe Price Limited-Term Bond Portfolio

The T. Rowe Price Limited-Term Bond Portfolio seeks high level of income
consistent with moderate fluctuation in principal value. The Portfolio invests
primarily in investment-grade, corporate bonds with an average effective
maturity not exceeding five years. Up to 10% of the Portfolio's assets can be
invested in below investment grade securities, commonly referred to a "junk
bonds," including those with the lowest ratings, in an effort to enhance yield.

Fidelity Variable Insurance Products Fund II

Fidelity Variable Insurance Products Fund II ("Fidelity VIP II") is an open-end
management investment company, organized as a Massachusetts business trust in
1988. The Fidelity VIP II Contrafund Portfolio is a diversified fund of Fidelity
VIP II.

Fidelity Management & Research Company ("FMR") is the investment adviser to the
Fidelity VIP II Contrafund Portfolio. FMR is the management arm of Fidelity
Investments. Fidelity Investment has its principal business address at 82
Devonshire Street, Boston, MA.

Fidelity Management & Research (U.K.) Inc. in London, England, and Fidelity
Management & Research (Far East) Inc., in Tokyo, Japan, assist FMR with foreign
investments. They each serve as sub-advisers for the Fidelity VIP II Contrafund
Portfolio.

The custodian for the VIP II Contrafund Portfolio is Brown Brothers Harriman &
Co., located at 40 Water Street, Boston, MA.

Fidelity VIP II Contrafund Portfolio

The Fidelity VIP II Contrafund Portfolio seeks long-term capital appreciation by
investing in the securities of companies whose value is not fully recognized by
the public.

Fund Monitoring.

The MML Trust, Oppenheimer Funds, Panorama Fund, Goldman Sachs VIT Trust, MFS
Trust, T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series,
Inc. and Fidelity VIP II were established to provide investment vehicles for
variable life insurance contracts and variable annuities contracts. Shares of
the MML Trust and Panorama Fund are not offered to the general public. They are
offered solely to MassMutual separate investment accounts and other life
insurance company separate accounts of MassMutual subsidiaries. Shares of the
Oppenheimer Funds, Goldman Sachs VIT Trust, MFS Trust, T. Rowe Price Equity
Series, Inc., T. Rowe Price Fixed Income Series, Inc. and Fidelity VIP II are
also not offered to the general public. They are offered to insurance company
separate accounts affiliated and unaffiliated with MassMutual which fund
variable annuity, variable life insurance contracts and qualified plans.

Shares of the Funds may be sold to and held by separate accounts which fund
variable annuity and variable life insurance contracts. As a result, certain
conflicts of interests between variable annuity owners, variable life insurance
policyowners and program investors may occur. Each Board of Trustees/Directors
will monitor their respective Fund(s) for any material irreconcilable conflict
of interest. Each will determine the appropriate action, if any, which should be
taken if a material irreconcilable conflict arises between the holders of
variable annuity contracts and variable life policies.

The Guaranteed Principal Account
(GPA).

In addition to the Separate Account, You may allocate net premium or transfer
account value to the GPA. Amounts You allocate or transfer to the GPA become
part of MassMutual's general account assets. You do not share in the investment
experience of those assets. Rather, We guarantee a 3% rate of return on Your
allocated amount. For amounts transferred to the GPA due to a policy loan, the
guaranteed rate is the greater of: (a) 3%; and (b) the policy loan rate less 3%.

14
<PAGE>

Although We are not obligated to credit interest at a rate higher than this
minimum. We will credit and guarantee a secondary interest rate, which may be
higher, but will never be lower than the minimum for the calendar year 1999. We
may also pay a rate of interest in excess of that secondary guarantee for such
periods. At Your request, We will inform you of the then applicable rate or
rates.

Because of exemptive and exclusionary provisions, MassMutual has not registered
interests in Our general account under the Securities Act of 1933. We also have
not registered the general account as an investment company under the Investment
Company Act of 1940, as amended. Therefore, neither the general account nor any
interests therein are subject to these Acts, and the Securities and Exchange
Commission has not reviewed the general account disclosures. These disclosures
may, however, be subject to certain provisions of the federal securities laws
relating to the accuracy and completeness of statements made in prospectuses.

Premiums.

There are four premium concepts under the policy:

1. Minimum Case Premium.
2. Minimum Net First Policy Premium.
3. Planned Annual Premium.
4. Annual Cutoff Policy Premium.

1. Minimum Case Premium.

The minimum premium that we require for a case is $250,000 of first year
annualized premium.

2. Minimum Net First Policy Premium.

You must pay the minimum net first policy premium and submit the application and
all other required forms in good order to Our Home Office before We will issue
Your policy. The minimum net first policy premium is twelve times an amount
equal to the first month's account value charges.

3. Planned Annual Premium.

You may elect in the application to pay an annual premium for Your policy. We
call this premium Your planned annual premium. Your election of a planned annual
premium forms the basis for the premium bills We send You. You may change the
amount of Your planned annual premium at any time.

The amount of your planned annual premium will depend on:

o The selected face amount of the policy;

o The insured's age;

o The insured's gender;

o The insured's tobacco use classification; and

o The amount of the first premium paid.

There is no penalty if You do not pay the planned annual premium. Your payment
of this amount does not guarantee coverage for any period of time. Even if You
pay planned annual premiums, the policy terminates if the account value becomes
insufficient to pay account value charges and the grace period expires without
sufficient payment, unless Your policy meets the safety test.

4. Annual Cutoff Policy Premium.

The annual cutoff premium for Your policy establishes a threshold for Your
policy's sales loads. If You pay premiums that are below the annual cutoff
policy premium, a higher sales load will result than if You pay premiums that
exceed the annual cutoff policy premium.

We set the annual cutoff policy premium on the date We issue Your policy. The
amount of the annual cutoff policy premium depends on:

o The initial selected face amount of the policy;

o The insured's age;

o The insured's gender; and

o The insured's tobacco use classification

The following table shows the annual cutoff policy premium at certain ages for a
policy with a selected face amount of $100,000 in all years, under death benefit
option 1.

ANNUAL CUTOFF POLICY PREMIUM
LEVEL $100,000 SELECTED FACE AMOUNT
(DEATH BENEFIT OPTION 1)

<TABLE>
<CAPTION>
Issue Age
------------------------------------
Class Age Age Age
----- --- --- ---
25 40 55
-- -- --
<S> <C> <C> <C>
Male Tobacco $3,247 $5,315 $8,496

Female Tobacco $2,666 $4,395 $6,955

Unisex Tobacco $3,132 $5,131 $8,175

Male Non-Tobacco $2,639 $4,363 $7,183

Female Non-Tobacco $2,342 $3,883 $6,325

Unisex Non-Tobacco $2,580 $4,267 $7,009
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
Issue Age
------------------------------------
<S> <C> <C> <C>
Male UniTobacco $2,867 $4,705 $7,593

Female UniTobacco $2,431 $4,016 $6,450

Unisex UniTobacco $2,780 $4,567 $7,359
</TABLE>

Minimum and Maximum Premium Payments.

While Your policy is in force, You may pay premiums at any time before the death
of the insured subject to certain restrictions. The minimum premium payment is
$100.00. If You choose the Guideline Premium Test, the maximum premium will be
stated on the Schedule Page of Your policy.

Regardless of whether You choose the Guideline Premium Test or the Cash Value
Accumulation Test, We have the right to refund a premium paid in any year if it
will 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
premium reminder notice.

Net Premium Allocation.

You choose the percentages of Your net premiums to be allocated to the Separate
Account Divisions and/or the GPA. You may choose any whole-number percentages as
long as the total is 100%. You may allocate net premium payments to a maximum of
eight Separate Account Divisions and the GPA at any time. You may also change
Your allocation of future net premiums at any time without charge. To allocate
net premiums or to transfer account value to a ninth Separate Account Division,
You must transfer 100% of the account value from one or more of Your eight
selected Separate Account Divisions.

During Your free look period, we will apply Your first net premium to the
Oppenheimer Money Division, provided the premium equals or exceeds the minimum
net first policy premium. At the later of the end of the free look period or the
date We receive proper notice that You received Your policy, We will apply Your
account value to the GPA and/or Separate Account Divisions according to Your
instructions and subject to Our current allocation rules.

Termination.

We will not terminate Your policy for failure to pay premiums. Instead, We will
terminate Your policy if on a monthly calculation date:

o the account value less any policy debt is insufficient to cover the total
monthly deduction, and

o Your policy does not meet the safety test.

Your policy will then enter a 61-day grace period.

Grace Period.

We allow You 61 days to pay any premium necessary to cover an overdue monthly
deduction. You will receive a notice from Us which states the overdue amount and
premium due. During the 61-day grace period, the policy remains in force. Your
policy will terminate without value if We do not receive the premium due by the
later of 61 days or 31 days after We have mailed the written notice.

Safety Test.

The safety test is a lapse protection feature. If met, this test allows Your
policy to stay in force for a period of time even if there is insufficient
account value to cover the account value charges. You can never elect death
benefit option 2 or 3, and the insured cannot be in a substandard rating class
for the safety test to apply.

Your policy meets the safety test on any given monthly calculation date if:

o the sum of premiums paid; less

o any amounts withdrawn; less

o any rider charges, if applicable;

equals or exceeds the sum of monthly safety test premiums on that monthly
calculation date and all prior monthly calculation dates during the safety test
period.

If Your policy debt exceeds account value, Your policy will fail the safety
test.

The safety test only applies from the start of the policy date through the
safety test's expiration date. The safety test's expiration date is the later of
the policy anniversary nearest the insured's 70th birthday, or the tenth policy
anniversary.

Safety Test Grace Period.

If Your policy does not meet the safety test on any given monthly calculation
date, we will mail You, and any assignee indicated on Our records, a written
notice. This notice states the premium amount You need to pay to prevent
termination of the safety test. The safety test will expire 31 days after we
mail this written notice, unless You send in the required premium payment. Once
the safety test terminates, You cannot reinstate it.

Death Benefit Under the Policy.

The death benefit is the amount We pay to the designated beneficiary(ies) when
the insured dies. Upon receiving proof of death, We pay the beneficiary the
death benefit amount determined as of the date the insured dies. The beneficiary
may direct Us to pay all or part of the benefit in cash or to apply it under one
or

16
<PAGE>

more of Our payment options.

Minimum Face Amount.

To qualify as life insurance under federal tax laws currently in effect, the
policy has a minimum face amount. The minimum face amount is determined using
one of two allowable definitions of life insurance: (1) the Cash Value
Accumulation Test or (2) the Guideline Premium Test. You choose which test to
use on the application prior to the issuance of Your policy. Once You choose the
way We determine Your minimum face amount, You cannot change it after Your
policy is issued.

The Cash Value Accumulation Test determines the minimum face amount by
multiplying the account value plus the refund of sales load, if applicable, by
the minimum face amount percentage. The percentages depend upon the insured's
age, gender and tobacco use classification.

Under the Guideline Premium Test, the minimum face amount is also equal to an
applicable percentage of the account value plus the refund of sales load, if
applicable, but the percentage varies only by age of insured.

Death Benefit Options.

In the application, You choose a selected face amount and death benefit option.
We offer three death benefit options:

1. Death Benefit Option 1:
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.

2. Death Benefit Option 2:
the death benefit is the greater of (a) the sum of the selected face
amount in effect on the date of death plus the account value on the
date of death or (b) the minimum face amount in effect on the date of
death.

3. Death Benefit Option 3:
the death benefit is the greater of (a) the selected face amount in
effect on the date of death, plus the sum of all premiums paid, less
withdrawals; or (b) the selected face amount in effect on the date of
death; or (c) the minimum face amount in effect on the date of death.

If the insured dies while the policy is in force, we will pay the death benefit
based on the option in effect on the date of death, with the following
adjustments:

o We add the part of any account value charges that apply for the
period beyond the date of death; and

o We deduct any policy debt outstanding on the date of death; and

o We deduct any account value charges unpaid as of the date of
death.

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.

Under death benefit options 1 and 3, the death benefit amount is unaffected by
Your policy's investment experience unless the death benefit is based on the
minimum face amount. Under death benefit option 2, the death benefit amount may
increase or decrease by investment experience.

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.

Example: The following example shows how the death benefit may vary as a result
of investment performance and death benefit option in effect on the date of
death.

<TABLE>
<CAPTION>
Policy A Policy B
-------- --------
<S> <C> <C>
(a) Selected face amount: $100,000 $100,000

(b) Account value on
date of death, plus refund
of sales load, if applicable $40,000 $50,000

(d) Minimum face amount
percentage on date of death: 240% 240%

(e) Minimum face amount
(b x d): $96,000 $120,000

Death benefit if
death benefit option 1
is in effect
[greater of (a) or (e)]: $100,000 $120,000

Death benefit if
death benefit option 2
is in effect [greater of
(a + b) or (e)]: $140,000 $150,000

Death benefit if
death benefit option 3
is in effect [greater of
(a + c) or (a) or (e)]: $130,000 $140,000
</TABLE>

The examples assume no additions to or deductions from the selected face amount
or minimum face amount are applicable.

Changes In Selected Face Amount.

You may increase the selected face amount by written request six months after
policy issue or six months after a previous increase. We may request adequate
evidence of insurability for an increase. We will not allow an

17
<PAGE>

increase in the selected face amount after the policy anniversary date nearest
the insured's 85th birthday. Additionally, any increase in the selected face
amount will be effective on the monthly calculation date which is on, or next
follows, the later of:

o 15 days after We have received and approved Your written request for
such change; or

o the requested effective date of the change.

Any increase must be for at least $10,000.

You may also decrease Your policy's selected face amount. We allow a decrease in
the selected face amount only once per policy year. The selected face amount
after a decrease must be at least $50,000. Any requested decrease in the
selected face amount will be effective on the monthly calculation date which is
on, or next follows the later of :

o 15 days after We receive and approve Your written request for such
change; or

o the requested effective date of the change.

Account Value.

The account value of Your policy is the value in the Separate Account Divisions
plus the value in the GPA. Initially, this value equals the net amount of the
first premium You paid under the policy. We apply this amount to the Oppenheimer
Money Division until the later of: (1) the expiration of the free look period or
(2) the date We receive proper notice that You have received Your policy. The
account value is then allocated among the Separate Account Divisions and/or the
GPA according to Your instructions, subject to applicable restrictions.

The purchase and sale of accumulation units will affect Your account value in
the Separate Account Divisions. We purchase and sell units at the unit value as
of the valuation time on the valuation date if We receive Your transaction
request before the valuation time. Otherwise, We will purchase and sell units to
complete Your request at the unit value as of the valuation time on the next
following valuation date, or a later date if You request. We determine unit
values on each valuation date.

Investment Return.

The investment return of a policy is based on:

o The account value held in each Separate Account Division for that
policy;

o The investment experience of each Separate Account Division as
measured by its actual net rate of return; and

o The interest rate credited on account value held in the GPA.

The investment experience of a Separate Account Division reflects:

o increases or decreases in the net asset value of the shares of the
underlying Fund;

o any dividend or capital gains distributions declared by the Fund; and

o any charges against the assets of the Separate Account Division.

We determine the investment experience each day on each valuation date. The
actual net rate of return for a Separate Account Division measures the
investment experience from the end of one valuation date to the
end of the next valuation date.

Cash Surrender Value.

You may surrender Your policy for its cash surrender value at any time while the
insured is living. The cash surrender value is:

o Account value; less

o Any outstanding policy debt; plus

o The refund of sales load, if applicable.

There is no surrender charge.

If You surrender Your policy within the first two policy years, We will refund a
portion of the sales load, as part of the cash surrender value. If you surrender
Your policy in the first policy year, We will reimburse 65% of the sales load
collected for that year. If You surrender Your policy in the second policy year,
We will reimburse 30% of the sales load collected in the first policy year.

Your surrender is effective on the date We receive the policy and a fully
completed written request at Our Home Office, unless You select a later
effective date. If, however, We receive Your surrender request on a date that is
not a valuation date or after a valuation time, then Your surrender will be
effective on the next valuation date.

Transfers.

You may transfer all or part of the account value among the policy's Separate
Account Divisions and the GPA by written request. In Your transfer request, You
must indicate the dollar amount or the whole-number percentage You wish to
transfer. There is no limit on the number of transfers You may make from the
Separate Account Divisions.

You may maintain account value in a maximum of eight Separate Account Divisions
and the GPA at any

18
<PAGE>

one time. If You want to transfer net premium or transfer account value to a
ninth Division, You must transfer 100% of the account value from one or more of
the eight active Separate Account Divisions.

You may transfer all account value in the Separate Account to the GPA at any
time without incurring a fee. The transfer will take effect when We receive Your
signed, written request.

We will consider all transfers made on one valuation date to be one transfer.

We currently do not charge a fee for transfers. We, however, reserve the right
to charge a fee for transfers if there are more than six transfers in a policy
year. This fee will not exceed $10 per transfer.

You may only transfer account value from the GPA to the Separate Account once
per policy year. This transfer must occur within the 31-day period following
your policy anniversary date. This transfer may not exceed 25% of Your account
value in the GPA at the time of Your transfer. For purposes of this transfer
restriction, Your account value in the GPA does not include policy debt.
However, You may transfer 100% of Your account value in the GPA to the Separate
Account if:

o You have transferred 25% of Your account value in the GPA in each of
the previous three policy years, and

o You have not allocated premium payments or made transfers to the GPA
during any of the previous three policy years, except as a result of a
policy loan.

You cannot transfer GPA account value equal to any policy debt.

Automated Account Value Transfer.

Automated account value transfer allows You to make monthly transfers of account
value in a Separate Account Division to any combination of Separate Account
Divisions and the GPA. You must specify the amount You wish to transfer as a
dollar amount or a whole-number percentage. Automated account value transfers
are not available from more than one Separate Account Division or from the GPA.
We consider this process as one transfer per policy year.

You can elect, change or cancel automated account value transfer on any
valuation date, provided We receive a fully completed written request. We will
only make transfers on the monthly calculation date. The effective date of the
first automated transfer will be the first monthly calculation date after We
receive Your request at Our Home Office. If We receive Your request before the
end of the free look period, Your first automated transfer will occur at the end
of this period.

Transfers will occur automatically. However, You must specify:

o the Separate Account Division We are to transfer from; and

o the Separate Account Division(s) and/or GPA We are to transfer to; and

o the length of time during which transfers will continue.

If Your transfer amount is greater than Your account value in the Separate
Account Division We are transferring from, then We will transfer Your remaining
value in that Division in the same proportion as Your previously transferred
amounts. We will not process any more automated transfers thereafter.

Automated Account Re-alancing.

Automated account re-balancing permits You to maintain a specified whole-number
percentage of Your account value in any combination of the Separate Account
Divisions and the GPA. We must receive a fully completed written request in
order to begin Your automated account re-balancing program. Then, We will make
transfers on a quarterly basis to and from the Separate Account Divisions and
the GPA to re-adjust Your account value to Your specified percentage.

This program allows You to maintain a specific fund allocation. Quarterly
re-balancing is based on Your policy year. We will re-balance Your account value
only on a monthly calculation date. We consider automated account re-balancing
as one transfer per policy year.

You can elect or cancel automated account re-balancing on any valuation date,
provided We receive a fully completed written request. You may only change
allocation percentages once each policy year. In addition, You may only reduce
Your allocation to the GPA by up to 25% once each policy year.

The effective date of the first automated re-balancing will be the first monthly
calculation date after We receive Your request at the Home Office. If We receive
the request before the end of the free look period, Your first re-balancing will
occur at the end of the free look period. The automated account re-balancing
program is not subject to the restrictions on transfers from the GPA to the
Separate Account.

You may participate in either the automated account value transfer program or
the automated account re-balancing program at one time.

19
<PAGE>

Withdrawals.

After Your policy has been in force for six months, You can withdraw value from
Your policy on any monthly calculation date. You must send written request to
Our Home Office.

o Minimum withdrawal amount: $100 (before deducting the withdrawal
charge).

o Maximum withdrawal amount: account value, less policy debt, less an
amount equal to twelve multiplied by the most recent account value
charges for Your policy.

We deduct the withdrawal amount from Your account value as of the valuation time
on the applicable monthly calculation date. You must specify the GPA or the
Separate Account Division(s) from which the withdrawal is to be made. If You do
not specify otherwise, We will withdraw the amount in proportion from Your
values in the Separate Account Divisions and the GPA. The withdrawal amount may
not exceed the non-loaned account value of a Separate Account Division or GPA.

We deduct a charge of 2.0% of the amount You withdraw. This charge will not
exceed $25.00. We will reduce Your account value by the amount of the
withdrawal. If necessary, We will reduce Your policy's selected face amount to
prevent an increase in the amount at risk, unless You provide Us with
satisfactory evidence of insurability. Withdrawals may have tax consequences.

Policy Loan Privilege.

You can take a loan on Your policy at any time while the insured is living. The
maximum loan is:

o Your account value at the time of the loan; less

o any outstanding policy debt before the new loan; less

o interest on the loan being made and on any outstanding policy debt to
the next policy anniversary date; less

o an amount equal to the most recent account value charge for the policy
multiplied by the number of monthly calculation dates remaining, up to
and including, the next policy anniversary date.

You must properly assign Your policy to Us as collateral for the loan.

Source of Loan.

We deduct Your requested loan amount from the Separate Account Divisions and the
GPA in proportion to the non-loaned account value of each on the date of the
loan request. We liquidate shares taken from the Separate Account Divisions and
transfer the resulting dollar amounts to the GPA. These dollar amounts become
part of the loaned portion of the GPA. You may not borrow from the loaned
portion of the GPA.

We may delay any loan from the non-loaned portion of the GPA for up to six
months. We may also delay any loan from the Separate Account if:

o the New York Stock Exchange is closed, except for normal weekend and
holiday closings, or

o trading is restricted, or

o the Securities and Exchange Commission determines that an emergency
exists, or

o the Securities and Exchange Commission permits Us to delay payment.

If Loans Exceed the Policy Account Value.

Policy debt is Your outstanding loan balance, including accrued interest. Policy
debt must not exceed Your account value. If this limit is reached, We may
terminate the policy, even if Your policy meets the safety test. If We terminate
Your policy for this reason, We will notify You, and any assignee shown on our
records, 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, the policy terminates without value at the end of
those 31 days. Termination of a policy under these circumstances could cause You
to recognize gross income.

Interest.

On the Application, You may select a loan interest rate of 6% per year or, where
permitted, an adjustable loan rate. All policies within a case must have the
same fixed or adjustable loan rate. We set the adjustable loan rate each year
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. If Moody's is no longer published, We will use a
substantially similar average. The maximum rate is the greater of:

o the published monthly average for the calendar month ending two months
before the policy year begins; or

o 5%.

We will increase the rate if the maximum limit is at least 1/2% higher than the
rate in effect for the

20
<PAGE>

previous year. We will decrease the rate if the maximum limit is at least 1/2%
lower than the rate in effect for the previous year.

Interest accrues daily, becoming part of the policy debt. Interest is due on
each policy anniversary. If You do not pay interest when due, We will add the
interest to the loan, and it will bear interest at the same rate. We treat any
interest capitalized on a policy anniversary the same as a new loan. We will
deduct this capitalized interest from the Separate Account Divisions and the GPA
in proportion to the non-loaned account value in each.

Repayment.

You may repay all or part of any policy debt at any time while Your policy is in
force. Upon repayment, We will transfer values equal to the repayment from the
loaned portion of the GPA to the non-loaned portion of the GPA and the
applicable Separate Account Division(s). We will transfer the repayment in
proportion to the non-loaned value in each Separate Account Division and/or the
GPA at the time of repayment. If You do not repay the loan, We deduct the loan
amount due from the surrender value or death benefit.

Interest Credited on Loaned Value.

The amount equal to any outstanding policy loans is held in the GPA. This amount
is credited with interest at a rate which is the greater of 3.0% or Your policy
loan rate, less a MassMutual declared charge guaranteed not to exceed 3.0%. The
current charge varies by policy year as follows:

o Policy years 1 through 15: 0.75%.

o Policy years 16 through 30: 0.55%.

o Policy years 31 and thereafter: 0.45%.

Effect of Loan.

Your policy loan reduces the death benefit and cash surrender value under the
policy by the amount of the loan. Your repayment of the loan increases the death
benefit and cash surrender value by the amount of the repayment.

As long as a loan is outstanding, a portion of Your policy's account value equal
to the loan is held in the GPA. The Separate Account's investment performance
does not affect this amount. Tax consequences may result if You have policy debt
when you surrender Your policy.

Part II - Additional
Provisions of the Policy.

Paid-up Policy Date.

The paid-up policy date is the policy anniversary nearest the insured's 100th
birthday. On this date, Your selected face amount automatically changes to equal
the account value multiplied by a factor guaranteed to be no less than 1. As of
this date and thereafter, the death benefit option will be death benefit option
1, the charge for cost of insurance will be $0 and We will no longer accept
premium payments. We will continue to deduct any other account value charges.
The policy does not lapse after the paid-up policy date. Your payment of planned
annual premiums does not guarantee that the policy will continue in force to the
paid-up policy date.

Reinstatement.

For a period of five (5) years after termination, You can request that We
reinstate the policy during the insured's lifetime. We will not reinstate the
policy if it has been surrendered for its cash surrender value. A termination
and/or reinstatement may cause the policy to become a modified endowment
contract.

Before We reinstate the policy, We must receive the following:

o A premium payment that will produce an account value equal to 3 times
the total account value charges for the policy on the monthly
calculation date on or next following the date of reinstatement;

o Evidence of insurability satisfactory to us; and

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

If We do reinstate the policy, Your policy's selected face amount for the
reinstated policy will be the same as if the policy had not terminated. The
safety test will not apply to policies that We reinstate.

Payment Options.

Upon full surrender or the insured's death, We will pay the entire cash
surrender value or all or part of the death benefit in cash or as a series of
level payments under a payment option. Your payments will no longer be affected
by the investment experience of the Separate Account Divisions or the GPA.

To receive payments under any of the following options, the proceeds must be at
least $2,000. If the payments under any option are less than $20 each, We
reserve the right to make payments at less frequent intervals. Your payment
option choices are:

A. Fixed Amount Payment Option. We make a monthly payment for an agreed
fixed amount.

21
<PAGE>

The amount of each payment may not be less than $10 for each $1,000
applied. We credit interest of at least 3% per year each month on the
unpaid balance and add the interest to this balance. Payments continue
until the amount We hold runs out.

B Fixed Time Payment Option. We make equal monthly payments for any
period selected, up to 30 years. The amount of each payment depends
on:

o the total amount applied;

o the period selected;

o and the monthly payment rates We are using when the first
payment is due.

B. Lifetime Payment Option. We make equal monthly payments on the life of
a named person. Three variations are available:

o Payments for life only;

o Payments guaranteed for five, ten or twenty years or the
death of the named person, whichever is later; or

o Payments guaranteed for the amount applied or the death of
the named person, whichever is later.

C. Interest Payment Option. We hold amounts applied under this option. We
will pay interest monthly of at least 3% per year on the unpaid
balance.

D. Joint Lifetime Payment Option. We make equal monthly payments based on
the lives of two named persons. While both named persons are living,
we make one payment per month. When one of the named persons dies, the
same payment continues for the lifetime of the other named person. We
offer two variations:

o Payments guaranteed for 10 years or when both named persons
die, whichever is later; and

o Payments for two lives only. We do not guarantee a specific
number of payments. We stop payments when both named persons
die.

E. Joint Lifetime Payment Option with Reduced Payments. We make monthly
payments based on the lives of two named persons. While both named
persons are living, we make one payment each month. When one dies, we
reduce payments by one-third and continue for the lifetime of the
other named person. We stop payments when both named persons die.

Withdrawal Rights under Payment Options.

If provided in the payment option election, You may withdraw all or part of the
unpaid balance or apply it under any other option.

Beneficiary.

A beneficiary is any person You name on Our records to receive insurance
proceeds after the insured dies. You name the beneficiary in the policy
application. 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.

You may name any beneficiary as an irrevocable beneficiary. We need the consent
of an irrevocable beneficiary if You wish to change that beneficiary. We also
need the consent of any irrevocable beneficiary if You wish to exercise any
policy right except the right to:

o Exercise dividend rights.

o Reinstate the policy after termination.

If no beneficiary is living when the insured dies, we will pay the death benefit
to the policyowner unless instructed otherwise. If the policyowner is deceased,
then We will pay the death benefit to the policyowner's estate.

Changing the Policyowner or Beneficiary.

You may change the policyowner or any beneficiary during the insured's lifetime
by writing to Our Home Office. The change takes effect as of the date of the
request, even if the insured dies before We receive it. Different rules apply if
You named an irrevocable beneficiary.

Right to Substitute Insured.

You may transfer the policy to the life of a substitute insured subject to
certain restrictions. You must request this transfer in writing. The
substitution of an insured may affect the policy's selected face amount and
account value. Future charges against the policy will be based on the life of
the substitute insured.

The costs to transfer are:

o an administrative fee of $75, plus

o any premium necessary to effect the transfer, plus

o any excess policy debt You have not repaid prior to transfer.

22
<PAGE>

Excess policy debt is the amount by which policy debt exceeds the maximum loan
available after transfer. You must pay any such excess on or before the transfer
date.

The incontestability and suicide exclusion periods, as they apply to the
substitute insured, run from the transfer date. Any assignments will continue to
apply.

The Internal Revenue Service has ruled that a substitution of insureds is an
exchange of contracts which does not qualify for the tax deferral available
under Code Section 1035. Therefore, You must include in current gross income all
the previously unrecognized gain in the policy upon a substitution of insureds.

Assignment.

You may assign Your policy as collateral for a loan or other obligation, subject
to any outstanding policy debt. For any assignment to be binding on us, We must
receive a signed assignment in proper form at Our Home Office. We are not
responsible for the validity of any assignment.

Dividends.

Each year We determine the money available to pay dividends. We then determine
if We will pay any dividend under the policy. We will pay any dividend on Your
policy anniversary. If the insured dies after the first policy year, We will
include as part of the death benefit a pro rata share of any allocated dividend
for the year death occurs. We do not expect to pay any dividends under the
policies.

Limits on Our Right to Challenge the Policy.

We reserve the right to contest the validity of a policy within two years from
its issue date, reinstatement or an increase in the selected face amount. After
that two-year period, We cannot contest its validity, except for failure to pay
premiums.

Misstatement of Age or Gender.

We will make an adjustment if the insured's date of birth or gender in the
application is not correct. If the adjustment is made when the insured dies, We
will adjust the death benefit by the most recent cost of insurance charge
according to the correct age and gender. If We make the adjustment before the
insured dies, We will base future monthly deductions on the correct age and
gender.

Suicide Exclusion.

If the insured commits suicide whether sane or insane within two years from the
issue date, We will 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.

If the insured commits suicide whether sane or insane within two years from an
increase in the selected face amount and while the policy is in force, We will
pay a limited benefit to the beneficiary. The limited death benefit is the cost
of insurance charges associated with the selected face amount increase plus the
death benefit in effect two years prior to the suicide.

If the insured commits suicide whether sane or insane within two years after the
policy is reinstated and while the policy is in force, We will pay a limited
death benefit to the beneficiary. The limited death benefit is the amount of
premium You paid to reinstate the policy and any premiums You paid thereafter,
less any policy debt or amounts You withdrew.

When We Pay Proceeds.

If the policy has not terminated, We will normally pay the cash surrender value,
loan proceeds or the death benefit within 7 days after We receive all required
documents in proper form at Our Home Office. We can delay payment of the cash
surrender value, any withdrawal from the Separate Account, Separate Account loan
proceeds or the death benefit during any period that:

o It is not reasonably practicable for Us to determine the amount
because the New York Stock Exchange is closed, except for normal
weekend or holiday closings, or trading is restricted; or

o The Securities and Exchange Commission determines that an emergency
exists; or

o The Securities and Exchange Commission permits Us to delay payment for
the protection of our policyowners.

We may delay payment of any cash surrender value or loan proceeds from the GPA
for up to 6 months from the date the We receive the request 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.
When the investigation is complete, We generally determine within five days
whether the claim should be paid and make payments promptly. If We delay payment
for 10 working days or more from the effective date of surrender or withdrawal,
We will add interest at the same rate as is paid under the interest payment
option at that time.

Free Look Provision.

You may cancel Your policy within 10 days after You

23
<PAGE>

receive it. You must mail or deliver the policy either:

o to Our Home Office; or

o to the agent who sold You the policy; or

o to one of Our agency offices.

If You cancel the policy, We will pay a refund to You.

The refund equals:

(a) any premium paid for the policy; plus

(b) interest credited to the policy under the GPA; plus or minus

(c) an amount that reflects the investment experience of the Separate
Account Divisions to the date We receive Your returned policy; minus

(d) any amounts You borrowed or withdrew.

During the free look period, We will apply premium payments to the Oppenheimer
Money Division.

Additional Benefits By Rider.

At Your request, the policy can include additional benefits. We approve these
benefits based on Our standards and limits for issuing insurance and classifying
risks. Any additional benefit We provide by rider is subject to the terms of
both the rider and the policy. We deduct the cost of any rider from Your account
value. Subject to state availability, the following riders are available.

Supplemental Monthly Term Insurance Rider.

The Supplemental Monthly Term Insurance Rider ("Term Rider") provides You with
the option to purchase monthly term insurance on the life of the insured. The
Term Rider selected face amount supplements the selected face amount of Your
policy. You can only elect the Term Rider in the policy's application. The
safety test will not apply to the Term Rider.

If You elect the Term Rider, Your policy's selected face amount, plus the Term
Rider's selected face amount must equal at least $50,000. However, Your policy's
selected face amount must be at least $5,000.

If You elect the Term Rider, the policy may have a lower annual cutoff policy
premium. As a result, You may pay a lower overall sales load when compared to a
policy with the same total selected face amount but without the Term Rider.

You may increase the Term Rider selected face amount upon satisfactory written
notice to Us. We will require satisfactory evidence of insurability for Your
requested increase. You may also decrease the Term Rider selected face amount
upon written notice in a form satisfactory to Us.

If You request an increase or decrease or policy withdrawal, You must specify
whether we should apply any resulting increase or decrease to the policy's
selected face amount or the Term Rider selected face amount. If you do not
specify, We will apply any resulting increase or decrease in proportion to the
policy's selected face amount and the Term Rider selected face amount.

The Term Rider will terminate:

1. If We receive satisfactory written notice to cancel from You. Such
cancellation will apply to all monthly calculation dates beginning on
or after the date We receive the cancellation notice; or

2. If Your account value is insufficient to cover Your account value
charges, regardless of whether Your policy meets the safety test; or

3. Thirty days after an unpaid premium when there is insufficient value
to cover the Term Rider's monthly charges; or

4. Upon the later of (a)Your policy anniversary nearest the insured's
70th birthday, or (b) upon the tenth policy anniversary; or

5. Upon termination of Your policy for any reason.

If termination occurs for the reason stated in No. 4, the policy's selected face
amount automatically increases by the amount of the Term Rider's selected face
amount. If the Term Rider terminates for any reason, it can never be reinstated.

Waiver of Monthly Charges Rider.

This rider allows Us to waive the account value charges of Your policy for at
least two years if:

o the insured becomes totally disabled before the policy anniversary nearest
the insured's 65th birthday; and

o such total disability continues for 6 months.

The Waiver of Monthly Charges Rider will terminate when any of the following
occurs:

o The insured is no longer disabled; or

o You do not give Us the required satisfactory proof of continued disability;
or

o The insured fails or refuses to have a required examination; or

o The day before the policy anniversary after the insured's 65th birthday,
or, if later, the date two years from the date the total disability began.

24
<PAGE>

Part III -- Other Important Information.

Federal Income Tax Considerations.

The following discussion presents a general description of the federal income
tax consequences of the policy, in accordance with Our understanding of current
federal income tax laws. It is not an exhaustive study of all tax issues that
might arise under the policy. This discussion is not intended as tax advice. We
make no representation 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. We reserve the right to make changes in the policy
to ensure it qualifies as life insurance for tax purposes. We do not address
state or other applicable tax laws in this discussion. We make no guarantee
regarding the future tax treatment of any policy.

For complete consideration of federal and state tax consequences, You should
consult a qualified tax adviser prior to purchasing the policy.

Under current state laws, We may incur state and local taxes (in addition to
premium taxes). At present, these taxes are not significant. If there is a
material change in state or local tax laws, We reserve the right to charge the
Separate Account for such taxes if attributable to the Separate Account.

Policy Proceeds, Premiums and Loans.

We believe the policy meets the statutory definition of life insurance under
Internal Revenue Code ("Code") Section 7702 and thus receives the same tax
treatment as that given to fixed benefit life insurance. As a result, the
policy's death benefit is generally excludable from the gross income of the
beneficiary under Section 101(a)(1) of the Code. An exception to this general
rule is where a policy has been transferred for value. In that case, only the
portion of the death benefit equal to premiums paid for the policy may be
excluded from gross income.

Upon Your full surrender of a policy for its cash surrender value, You may
recognize ordinary income for federal tax purposes. Ordinary income is the
amount by which:

o account value, including

o outstanding policy debt (which may include unpaid interest), exceeds

o premiums paid but not previously recovered.

Decreases in selected face amount and withdrawals may be taxable depending on
the circumstances. Code Section 7702(f)(7) states that if a reduction of future
benefits occurs during the first 15 years after a policy is issued and if there
is a cash distribution associated with that reduction, You may be taxed on all
or 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. Generally, if a taxable
event does not otherwise exist, a withdrawal is taxable only if it exceeds Your
yet unrecovered premium contributions. We suggest that You consult Your tax
adviser prior to decreasing Your selected face amount or taking a withdrawal.

If You change the policyowner or the insured or exchange or assign Your policy,
tax consequences may occur. We also believe that under current law any policy
loan will be treated as policy debt. Therefore, no part of any loan under a
policy will constitute income to You. Under the "personal" interest limitation
provisions of the Code, interest on policy loans used for personal purposes,
which otherwise meet the requirements of Code Section 264, will no longer be tax
deductible. 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. We suggest You consult Your tax adviser for further
guidance on the deductibility for tax purposes of the interest on policy loans.

If a business or corporation owns the policy, the Code may impose additional
restrictions. The interest deduction available for loans against a
business-owned policy is limited. For those corporations subject to the
alternative minimum tax, there may be an indirect tax upon the inside build-up
of gain. The corporate alternative minimum tax could also apply to a portion of
the amount by which death benefits received exceed the policy's cash value at
date of death.

Federal, 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.

For complete information on the impact of changes to Your policy and federal and
state tax considerations, You should consult a qualified tax adviser.

Modified Endowment Contracts.

If Your policy becomes a modified endowment contract, loans, collateral
assignments, and other amounts distributed are taxable to the extent of any
accumulated income in the policy. In general, the amount subject to tax is the
excess of the account value (both loaned and unloaned) over the previously
unrecovered premiums paid. Any death benefits We

25
<PAGE>

pay 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 in the Code, but fails the additional "7-pay test." A policy fails
this test if the accumulated amount paid under the policy at any time during the
first seven policy 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. Regardless, 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 Us to re-test a policy 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 Us to re-test the policy as if
it had originally been issued with the reduced death benefit. If the premiums
actually paid into a 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 Us to re-test the policy 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.

Since the policy provides for flexible premium payments, We will carefully
monitor the policy to determine whether increases in death benefits or
additional premium payments cause either the start of a new 7-pay test period or
the taxation of distributions and loans. All additional premium payments will 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. These
exceptions include:

o distributions made on or after the date the taxpayer attains age 59
1/2 ; or

o distributions attributable to the taxpayer's becoming disabled; or

o distributions 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.

Once a policy fails the 7-pay test, loans, collateral assignments, and
distributions occurring in the year of failure and thereafter become subject to
the rules for modified endowment contracts. In addition, 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 and may result in tax consequences.

26
<PAGE>

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.

You should consult a qualified tax adviser for complete information on modified
endowment contract status, especially in the case of a corporate-owned policy.

Diversification Standards.

To comply with final regulations under Code Section 817(h) ("Final
Regulations"), each Fund is required to diversify its investments. All
securities of the same issuer are treated as a single investment. Each
government agency or instrumentality, however, is treated as a separate issuer.

We intend to comply with the Final Regulations to ensure the policy continues to
qualify as life insurance for federal income tax purposes. If future regulations
are issued regarding whether a policyowner may direct investments to a
particular division of a separate account, We reserve the right to modify the
policy as necessary to prevent the policyowner from being considered the owner
of the assets of the Separate Account.

Your Voting Rights.

As long as the Separate Account continues to operate as a unit investment trust
under the Investment Company Act of 1940, as amended, You have voting rights.
You are entitled to instruct Us how to vote the Funds' shares held in the
Separate Account that are attributable to Your policy at shareholder meetings.
We determine who has voting rights as of the record date for the meeting.

We determine the number of Fund shares held in the Separate Account attributable
to Your policy by dividing Your account value in each Division, if any, by $100.
We count fractional votes.

In order to exercise Your voting rights, We will send You proxy material and an
instruction form. If We have not received effective voting instructions, We will
vote Fund shares held by the Separate Account in the same proportion as the
shares for which We received instructions, if required by law. Otherwise, We
reserve the right to vote such shares at Our own discretion.

Our Rights.

We reserve the right to take certain actions in connection with Our operations
and the operations of the Separate Account. We will act in accordance with
applicable laws. If required by law or regulation, We will seek Your approval.

Specifically, We reserve the right to:

o Create new segments of the Separate Account for any new variable life
insurance products We create in the future;

o Create new Separate Accounts;

o Combine any two or more Separate Accounts;

o Make available additional Separate Account Divisions investing in
additional investment companies;

o Eliminate one or more Separate Account Divisions;

o Substitute or merge two or more Separate Account Divisions or Separate
Accounts;

o 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;

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

o De-register the Separate Account under the Investment Company Act of
1940, as amended, if registration is no longer required; and

o Change the name of the Separate Account.

We reserve 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.

Records And Reports.

We maintain all Separate Account and GPA records and accounts. Each year within
30 days after Your policy anniversary, We will mail to You a report showing:

o Your account value at the beginning of the previous policy year;

o all premiums paid during the previous policy year;

o all additions to and deductions from Your account value during the
policy year; and

27
<PAGE>

o the account value, death benefit, cash surrender value and policy debt
as of Your last policy anniversary.

We will include any additional information required by any applicable law or
regulation in this report.

Sales And Other Agreements.

MML Distributors, LLC ("MML Distributors") a wholly-owned subsidiary of
MassMutual, is the principal underwriter of the policy. MML Investors Services,
Inc. ("MMLISI"), a wholly-owned subsidiary of MassMutual, serves as the
co-underwriter of the policies. Both MML Distributors and MMLISI are located at
1414 Main Street, Springfield, MA 01144-1013. Each underwriter is registered
with the Securities and Exchange Commission ("SEC") as a broker-dealer under the
Securities Exchange Act of 1934. Each is also a member of the National
Association of Securities Dealers, Inc. ("NASD").

MML Distributors may enter into selling agreements with other registered SEC
broker-dealers who are also members of the NASD. These are selling brokers.

We also sell the policies through state insurance licensed agents. These agents
are also registered representatives of selling brokers or of MMLISI.

When We receive a completed application, the selling broker or co-underwriter
performs suitability review. In some cases, We perform insurance underwriting.
If We accept the application, we determine the insured's risk classification. If
We do not accept the application, We will refund any premium paid.

Both MML Distributors and MMLISI receive compensation for their activities as
underwriters of the policies. We pay commissions through MMLISI and MML
Distributors to agents and selling brokers.

MML Distributors does business under different variations of its name; including
the name MML Distributors, L.L.C. in the states of Illinois, Michigan, Oklahoma,
South Dakota and Washington; and the name MML Distributors, Limited Liability
Company in the states of Maine, Ohio and West Virginia.

Commissions.

We pay agents or selling brokers commissions as a percentage of premiums paid
under the policies. The commission percentage is based on the annual cutoff
policy premium. The maximum commission percentage We will pay under the policies
is 13% of premiums.

Agents or selling brokers may also receive asset-based compensation. The maximum
asset based compensation is 0.2% of the account value of the Separate Account
Divisions.

Agents may receive commissions at lower rates on policies sold to replace
existing insurance issued by MassMutual or any of its subsidiaries.

Bonding Arrangement.

We maintain an insurance company blanket bond which provides $50,000,000
coverage for MassMutual officers and employees and general agents and agents.
The blanket bond is subject to a $350,000 deductible.

Year 2000.

Like other businesses and governments around the world, We could be adversely
affected if the computer systems used by Us and those with which We do business
do not properly recognize the year 2000. This is commonly known as the "Year
2000 issue."

In 1996, We began an enterprise-wide process of identifying, evaluating and
implementing changes to computer systems and applications software to address
the Year 2000 issue on Our own behalf and on behalf of certain subsidiaries. We
are addressing the Year 2000 issue internally with modifications to existing
programs and conversions to new programs. We are also seeking assurances from
vendors, customers, service providers, governments and others with which We
conduct business, to determine their year 2000 readiness.

The costs are currently being expensed, and when measured against net gain from
operations before dividends, are not material to Us.

Legal Proceedings.

We are currently not involved in any material legal proceedings that adversely
impact the policy.

Experts.

We have included the financial statements of MassMutual in this prospectus in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.

PricewaterhouseCoopers LLP's report on the statutory financial statements of
MassMutual includes explanatory paragraphs relating to the use of statutory
accounting practices rather than generally accepted accounting principles.

John M. Valencia, Assistant Vice President for MassMutual, has examined the
illustrations in Appendix C of this prospectus. We filed his opinion on the
illustrations as an exhibit to the registration statement filed with the SEC.

28
<PAGE>

Financial Statements.

You should consider the financial statements of MassMutual included in Appendix
F of this prospectus only as bearing upon Our ability to meet Our obligations
under the policy.

29
<PAGE>

Appendix A - Glossary

Case:

A group of policies sold to individuals with a common employment or other
non-insurance motivated relationship.

Insured:

Person whose life the policy insures.

Issue Date:

The date the policy is in force. It is also the start date of the suicide
exclusion and contestability periods.

Monthly Calculation Date:

The date the account value charges are due. The first monthly calculation date
is the policy date. Subsequent monthly calculation dates are on the same date of
each calendar month thereafter.

Net Premium:

Premium paid less sales load, premium tax charges and federal deferred
acquisition cost tax charges.

Policy Anniversary:

The anniversary of the policy date.

Policy Date:

The date used as the starting point for determining policy anniversary dates,
policy years and monthly calculation dates.

Policy Year:

The twelve month period beginning with the policy date, and each successive
twelve month period thereafter.

Policyowner:

The corporation, partnership, trust, individual, or other entity who owns the
policy, as shown on Our records.

Valuation Date:

A date on which the price of the Funds is determined. Generally, this will be
any date on which the New York Stock Exchange is open for trading.

Valuation Period:

The period from the end of one valuation date to the end of the next valuation
date.

Valuation Time:

The time the New York Stock Exchange closes on a valuation date (currently 4:00
p.m. New York time). All required actions will be performed as of the valuation
time.

A-1
<PAGE>

Appendix B - Rates of Return

Table 1 shows the Effective Annual Rates of Return of the Funds based on the
actual investment performance of the Funds, after deductions of investment
management fees and other operating expenses. This Table is based on December
31, 1998 figures. The Effective Annual Rates of Return do not reflect the
deduction of mortality and expense risk charges, premium deductions,
administrative charge, cost of insurance charges or face amount charges.

Table 2 shows the Effective Annual Rates of Return of the Separate Account
Divisions. These returns are based on the actual underlying Fund performance and
the deduction of the current mortality and expense risk charge of 0.60%. The
Effective Annual Rates of Return do not reflect premium deductions,
administrative charge, cost of insurance charges or face amount charges. This
table is based on December 31, 1998 figures. It assumes the Separate Account
Divisions have been in operation for the same periods as the underlying Funds in
which they invest. Also, it reflects the total of the income generated by the
Funds, net of investment management fees and other operating expenses, plus
realized or unrealized capital gains and losses.

Table 3 shows the One Year Total Returns of the Funds based on actual investment
performance. It reflects the deduction of investment management fees and other
operating expenses. This table is based on December 31, 1998 annualized figures.
These rates of return do not reflect the deduction of mortality and expense risk
charges, premium deductions, administrative charge, cost of insurance charges or
face amount charges.

Since Tables 1, 2 and 3 do not reflect deductions from premiums or
administrative, cost of insurance, and face amount charges, the rates do not
illustrate how actual investment performance will affect the benefits under the
policy. If these charges were included, the returns would be lower.

The rates of return shown do not indicate future performance. You may consider
these rates of returns when assessing Funds' investment advisers and
sub-advisers competence and performance.

B-1
<PAGE>

TABLE 1
EFFECTIVE ANNUAL RATES OF RETURN(1)
AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
1 3 5 10 15 20 Since
Fund (Inception Date) Year Years Years Years Years Years Inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MML Small Cap Value Equity Fund
(6/1/98) -- -- -- -- -- -- -23.88%
MML Equity Fund (9/15/71)(2) 16.20% 21.57% 19.66% 16.39% 15.76% 16.86% 14.84%
MML Equity Index Fund (5/1/97) 28.22% -- -- -- -- -- 31.03%
MML Blend Fund (2/3/84) 13.56% 16.09% 14.60% 13.70% -- -- 13.67%
MML Managed Bond Fund (12/16/81) 8.14% 7.06% 7.07% 9.19% 10.16% -- 10.24%
Oppenheimer Global Securities Fund/VA
(11/12/90)(3) 14.11% 18.06% 9.67% -- -- -- 12.49%
Oppenheimer Small Cap Growth
Fund/VA (5/1/98)(3) -- -- -- -- -- -- -4.00%
Oppenheimer Aggressive Growth
Fund/VA (8/15/86)(3) 12.36% 14.69% 13.06% 16.12% -- -- 15.07%
Oppenheimer Capital Appreciation
Fund/VA (4/3/85)(3,7) 24.00% 25.29% 22.10% 16.85% -- -- 16.03%
Oppenheimer Main Street Growth &
Income Fund/VA (7/5/95)(3,8) 4.70% 22.49% -- -- -- -- 27.00%
Oppenheimer Multiple Strategies
Fund/VA (2/9/87)(3) 6.66% 13.03% 11.43% 11.22% -- -- 11.57%
Oppenheimer High Income Fund/VA
(4/30/86)(3) 0.31% 9.06% 8.62% 12.71% -- -- 12.26%
Oppenheimer Strategic Bond Fund/VA
(5/3/93)(3) 2.90% 7.82% 6.83% -- -- -- 6.79%
Oppenheimer Bond Fund/VA (4/3/85)(3) 6.80% 6.93% 7.01% 9.28% -- -- 9.66%
Oppenheimer Money Fund/VA
(4/3/85)(3,4,5) 5.25% 5.23% 5.10% 5.61% -- -- 5.88%
Panorama International Equity
Portfolio (5/13/92) 19.40% 13.49% 10.34% -- -- -- 10.21%
Panorama Growth Portfolio (1/21/82) 8.43% 17.66% 17.47% 18.02% 15.74% -- 17.70%
Panorama Total Return Portfolio
(9/30/82) 10.90% 13.22% 12.14% 13.72% 13.11% -- 13.86%
Goldman Sachs International Equity
Fund (1/12/98)(6) -- -- -- -- -- -- 20.07%
Goldman Sachs Capital Growth Fund
(5/1/98)(6) -- -- -- -- -- -- 13.40%
Goldman Sachs Mid Cap Value Fund
(5/1/98)(6,10) -- -- -- -- -- -- -13.56%
Goldman Sachs CORE U.S. Equity Fund
(2/13/98)(6) -- -- -- -- -- -- 14.73%
Goldman Sachs Growth and Income
Fund (1/12/98)(6) -- -- -- -- -- -- 5.47%
MFS(R) New Discovery Series (5/1/98) -- -- -- -- -- -- 2.20%
MFS(R) Emerging Growth Series (7/24/95) 34.16% 24.16% -- -- -- -- 26.55%
MFS(R) Research Series (7/26/95) 23.39% 21.99% -- -- -- -- 22.52%
T. Rowe Price Mid-Cap Growth Portfolio
(12/31/96) 22.08% -- -- -- -- -- 20.43%
T. Rowe Price New America Growth
Portfolio (3/31/94) 18.51% 19.90% -- -- -- -- 22.56%
T. Rowe Price Limited-Term Bond
Portfolio(5/13/94) 7.28% 5.74% -- -- -- -- 6.40%
Fidelity Variable Insurance Products
Fund II Contrafund Portfolio (1/3/95)(9) 29.94% 25.03% -- -- -- -- 28.59%

</TABLE>

B-2
<PAGE>

1. The Effective Annual Rates Of Return is calculated by determining, over a
stated period of time, the average annual compounded rate of return that an
investment in the Fund earned over that period, assuming reinvestment of
all distributions.

2. Although the MML Equity Fund commenced operations in 1971, the information
necessary to calculate the returns is available only for the year 1974 and
subsequent periods.

3. Each Oppenheimer Fund is a series of Oppenheimer Variable Account Funds.

4. Although the Oppenheimer Money Fund commenced operations on 4/3/85, the
information necessary to calculate the returns is available only for the
year 1987 and subsequent periods.

5. An investment in money market funds is neither insured nor guaranteed by
the U.S. Government and such a fund's net asset value is not guaranteed to
remain stable at $1.00 per share.

6. Each Goldman Sachs Fund is a series of Goldman Sachs Variable Insurance
Trust.

7. Prior to May 1, 1999, this Fund was called Oppenheimer Growth Fund.

8. Prior to May 1, 1999, this Fund was called Oppenheimer Growth & Income
Fund.

9. Service Class shares include an asset based distribution fee (12b-1 fee).
Initial offering of Service Class shares took place on November 3, 1997, at
which time the 12b-1 fee was imposed. Returns prior to that date do not
include the effect of the Service Class fee structure, and returns listed
would have been lower for each portfolio if the Service Class fee structure
were in place and reflected in the performance. Fidelity Investments is a
registered trademark of FMR Corporation.

10. Prior to May 1, 1999, this Fund was called Goldman Sachs Mid Cap Equity
Fund.

B-3
<PAGE>

The chart below shows the Effective Annual Rates Of Return Of Each Division Of
The Separate Account. The performance figures are calculated on the basis of the
actual historical performance of the Funds for the periods shown. These
performance figures reflect all Fund level charges, that is, all investment
management fees and direct operating expenses, as well as the mortality and
expense charge. The current mortality and expense risk charge is 0.60%. These
returns do not reflect expenses or administrative and cost of insurance charges
assessed against the account value of the policy. The inclusion of these charges
would reduce the returns shown.

TABLE 2
EFFECTIVE ANNUAL RATES OF RETURN OF EACH DIVISION OF THE SEPARATE ACCOUNT
AS OF DECEMBER 31, 1998

MML Small Cap Value Equity Division (6/1/98) -- -- -- -24.48%
MML Equity Division (9/15/71)(1) 15.60% 19.06% 15.79% 14.24%
MML Equity Index Division (5/1/97) 27.62% -- -- 30.43%
MML Blend Division (2/3/84) 12.96% 14.00% 13.10% 13.07%
MML Managed Bond Division (12/16/81) 7.54% 6.47% 8.59% 9.64%
Oppenheimer Global Securities Division (11/12/90)(2) 13.51% 9.07% -- 11.89%
Oppenheimer Small Cap Growth Division (5/1/98)(2) -- -- -- -4.60%
Oppenheimer Aggressive Growth Division (8/15/86)(2,) 11.76% 12.46% 15.52% 14.47%
Oppenheimer Capital Appreciation Division (4/3/85)(2,5) 23.40% 21.50% 16.25% 15.43%
Oppenheimer Main Street Growth F Income Division
(7/5/95)(2,6) 4.10% -- -- 26.40%
Oppenheimer Multiple Strategies Division (2/9/87)(2) 6.06% 10.83% 10.62% 10.97%
Oppenheimer High Income Division (4/30/86)(2) -0.29% 8.02% 12.11% 11.66%
Oppenheimer Strategic Bond Division (5/3/93)(2) 2.30% 6.23% -- 6.19%
Oppenheimer Bond Division (4/3/85)(2) 6.20% 6.41% 8.68% 9.06%
Oppenheimer Money Division (4/3/85)(2,3) 4.65% 4.50% 5.01% 5.28%
Panorama International Equity Division (5/13/92) 18.80% 9.74% -- 9.61%
Panorama Growth Division (1/21/82) 7.83% 16.87% 17.42% 17.10%
Panorama Total Return Division (9/30/82) 10.30% 11.54% 13.12% 13.26%
Goldman Sachs International Equity Division (1/12/98)(4) -- -- -- 19.47%
Goldman Sachs Capital Growth Division (5/1/98)(4) -- -- -- 12.80%
Goldman Sachs Mid Cap Value Division (5/1/98)(4,7) -- -- -- -14.16%
Goldman Sachs CORE U.S. Equity Division (2/13/98)(4) -- -- -- 14.13%
Goldman Sachs Growth F Income Division (1/12/98)(4) -- -- -- 4.87%
MFS(R) New Discovery Division (5/1/98) -- -- 1.60%
MFS(R) Emerging Growth Division (7/24/95) 33.56% -- -- 25.95%
MFS(R) Research Division (7/26/95) 22.79% -- -- 21.92%
T. Rowe Price Mid-Cap Growth Division (12/31/96) 21.48% 21.48% -- -- 19.83%
T. Rowe Price New America Growth Division (3/31/94) 17.91% 17.91% -- -- 21.96%
T. Rowe Price Limited-Term Bond Division (5/13/94) 6.68% 6.68% -- -- 5.80%
Fidelity Variable Insurance Products Fund II Contrafund
Division 29.34% -- -- 27.99%
</TABLE>

The returns for any Divisions of the Separate Account reflect only the
performance of a hypothetical investment in the Separate Account Divisions
during the particular time period on which the calculations are based. The
returns should be considered in light of the investment objectives and policies,
characteristics and quality of the Fund in which the Separate Account Divisions
invest and the market conditions during the given time period and should not be
considered as a representation of what may be achieved in the future. Actual
returns may be more or less than those shown and will depend on a number of
factors, including the investment allocations by a policyowner and the different
investment rates of return for the Separate Account Divisions. The inception
date of Strategic Variable Life (R) Plus is 2/8/99. The performance figures
above are based on the performance of the Separate Account's underlying Funds.
All of the Funds were in existence prior to 2/8/99. The performance from the
Funds inception dates is derived by reducing the actual performance of the
underlying Fund by the fees and charges of Strategic Variable Life (R) Plus. You
may obtain a personalized illustration which reflects charges based on your
individual characteristics. Please refer to the prospectus for additional
information including sample hypothetical illustrations.

B-4
<PAGE>

1. Although the MML Equity Fund commenced operations in 1971, the information
necessary to calculate the returns is available only for the year 1974 and
subsequent periods.

2. Each Oppenheimer Fund is a series of Oppenheimer Variable Account Funds.

3. Although the Oppenheimer Money Fund commenced operations on 4/3/85, the
information necessary to calculate the returns is available only for the
year 1987 and subsequent periods.

4. Each Goldman Sachs Fund is a series of Goldman Sachs Variable Insurance
Trust.

5. Prior to May 1, 1999, this Division was called the Oppenheimer Growth
Division.

6. Prior to May 1, 1999, this Division was called the Oppenheimer Growth &
Income Division.

7. Prior to May 1, 1999, this Division was called the Goldman Sachs Mid Cap
Equity Division.

B-5
<PAGE>

TABLE 3
ONE YEAR TOTAL RETURNS(1)

- ------------------------------------------------------------------------------------------------------------------------------------
For the year ended 1998 1997 1996 1995 1994 1993 1992 1991
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MML Small Cap Value Equity Fund (6/1/98)(2) -23.88% -- -- -- -- -- -- --
MML Equity Fund (9/15/71)(3) 16.20% 28.59% 20.25% 31.13% 4.10% 9.52% 10.48% 25.56%
MML Equity Index Fund (5/1/97) 28.22% 21.93% -- -- -- -- -- --
MML Blend Fund (2/3/84) 13.56% 20.89% 13.95% 23.28% 2.48% 9.70% 9.36% 24.00%
MML Mgd. Bond Fund (12/16/81)(3) 8.14% 9.91% 3.25% 19.14% (3.76)% 11.81% 7.31% 16.66%
Opp. Global Securities Fund/VA (11/12/90)(4) 14.11% 22.42% 17.80% 2.24% (5.72)% 70.32% (7.11)% 3.39%
Opp. Small Cap Growth Fund/VA (5/1/98)(4,6) (4.00)% -- -- -- -- -- -- --
Opp. Aggressive Growth Fund/VA (8/15/86)(4) 12.36% 11.67% 20.23% 32.52% (7.59)% 27.32% 15.42% 54.72%
Opp. Capital Appreciation Fund/VA (4/3/85)(4,9) 24.00% 26.69% 25.20% 36.66% 0.97% 7.25% 14.53% 25.54%
Opp. Main Street Growth & Income Fund/VA
(7/5/95)(4,10) 4.70% 32.48% 32.51% 23.25% -- -- -- --
Opp. Multi. Strategies Fund/VA (2/9/87)(4) 6.66% 17.22% 15.50% 21.36% (1.95)% 15.95% 8.99% 17.48%
Opp. High Income Fund/VA (4/30/86)(4) 0.31% 12.22% 15.25% 20.37% (3.18)% 26.34% 17.92% 33.91%
Opp. Strategic Bond Fund/VA (5/3/93)(4) 2.90% 8.71% 12.07% 15.33% (3.78)% 4.25% -- --
Opp. Bond Fund/VA (4/3/85)(4) 6.80% 9.26% 4.80% 17.00% (1.94)% 13.04% 6.50% 17.63%
Opp. Money Fund/VA (4/3/85)(4) 5.25% 5.32% 5.13% 5.62% (4.21)% 3.16% 4.03% 6.18%
Panorama International Equity Portfolio
(5/13/92) 19.40% 8.11% 13.26% 10.30% 1.44% 21.80% (4.32)% --
Panorama Growth Portfolio (1/21/82)(3) 8.43% 26.37% 18.87% 38.06% (0.51)% 21.22% 12.36% 37.53%
Panorama Total Return Portfolio (9/30/82)(3) 10.90% 18.81% 10.14% 24.66% (1.97)% 16.28% 10.21% 28.79%
Goldman Sachs International Equity Fund
(1/12/98)(5,7) 20.07% -- -- -- -- -- -- --
Goldman Sachs Capital Growth Fund (5/1/98)(5,6) 13.40% -- -- -- -- -- -- --
Goldman Sachs Mid Cap Value Fund (5/1/98)(5,6,12) -13.56% -- -- -- -- -- -- --
Goldman Sachs CORE U.S. Equity Fund
(2/13/98)(5,8) 14.73% -- -- -- -- -- -- --
Goldman Sachs Growth and Income Fund
(1/12/98)(5,7) 5.47% -- -- -- -- -- -- --
MFS(R) New Discovery Series (5/1/98)(4) 2.20% -- -- -- -- -- -- --
MFS(R) Emerging Growth Series (7/24/95) 34.16% 21.90% 17.02% -- -- -- -- --
MFS(R) Research Series (7/26/95) 23.39% 20.26% 22.33% -- -- -- -- --
T. Rowe Price Mid-Cap Growth Portfolio
(12/31/96) 22.08% 18.80% -- -- -- -- -- --
T. Rowe Price New America Growth Portfolio
(3/31/94) 18.51% 21.12% 20.09% 51.10% 1.00% -- -- --
T. Rowe Price Limited-Term Bond Portfolio
(5/13/94) 7.28% 6.74% 3.26% 9.88% 2.62% -- -- --
Fidelity Variable Insurance Products Fund II
Contrafund Portfolio (1/3/95)(11) 29.94% 24.14% 21.22% 39.72% -- -- -- --

</TABLE>

B-6
<PAGE>

TABLE 3 (Continued)
ONE YEAR TOTAL RETURNS(1) (Continued)

- ------------------------------------------------------------------------------------------------------------------------------------
For the year ended 1990 1989 1988 1987 1986 1985 1984 1983
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MML Small Cap Value Equity Fund (6/1/98)(2) -- -- -- -- -- -- -- --
MML Equity Fund (9/15/71)(3) (0.51)% 23.04% 16.68% 2.10% 20.15% 30.54% 5.40% 22.85%
MML Equity Index Fund (5/1/97) -- -- -- -- -- -- -- --
MML Blend Fund (2/3/84) 2.37% 19.96% 13.40% 3.12% 18.30% 24.88% 8.24% --
MML Mgd. Bond Fund (12/16/81)(3) 8.38% 8.38% 12.83% 7.13% 2.60% 14.46% 19.94% 11.69% 7.26%
Opp. Global Securities Fund/VA (11/12/90)(4) 0.40% -- -- -- -- -- -- --
Opp. Small Cap Growth Fund/VA (5/1/98)(4,6) -- -- -- -- -- -- -- --
Opp. Aggressive Growth Fund/VA (8/15/86)(4) (16.82)% 27.57% 13.41% 14.34% (1.65)% -- -- --
Opp. Capital Appreciation Fund/VA (4/3/85)(4,9) (8.21)% 23.59% 22.09% 3.31% 17.76% 9.50% -- --
Opp. Main Street Growth & Income Fund/VA
(7/5/95)(4,10) -- -- -- -- -- -- -- --
Opp. Multi. Strategies Fund/VA (2/9/87)(4) (1.91)% 15.76% 22.15% 3.97% -- -- -- --
Opp. High Income Fund/VA (4/30/86)(4) 4.65% 4.84% 15.58% 8.07% 4.73% -- -- --
Opp. Strategic Bond Fund/VA (5/3/93)(4) -- -- -- -- -- -- -- --
Opp. Bond Fund/VA (4/3/85)(4) 7.92% 13.32% 8.97% 2.53% 10.12% 18.82% -- --
Opp. Money Fund/VA (4/3/85)(4) 7.84% 9.56% 6.96% 6.75% 6.00% 5.00% -- --
Panorama International Equity Portfolio
(5/13/92) -- -- -- -- -- -- -- --
Panorama Growth Portfolio (1/21/82)(3) (7.90)% 35.81% 14.46% 0.25% 11.58% 27.31% 4.89% 32.72%
Panorama Total Return Portfolio (9/30/82)(3) 0.50% 22.98% 11.64% 4.26% 12.58% 25.43% 6.68% 20.20%
Goldman Sachs International Equity Fund
(1/12/98)(5,7) -- -- -- -- -- -- -- --
Goldman Sachs Capital Growth Fund (5/1/98)(5,6) -- -- -- -- -- -- -- --
Goldman Sachs Mid Cap Value Fund (5/1/98)(5,6,12) -- -- -- -- -- -- -- --
Goldman Sachs CORE U.S. Equity Fund
(2/13/98)(5,8) -- -- -- -- -- -- -- --
Goldman Sachs Growth and Income Fund
(1/12/98)(5,7) -- -- -- -- -- -- -- --
MFS(R) New Discovery Series (5/1/98)(4) -- -- -- -- -- -- -- --
MFS(R) Emerging Growth Series (7/24/95) -- -- -- -- -- -- -- --
MFS(R) Research Series (7/26/95) -- -- -- -- -- -- -- --
T. Rowe Price Mid-Cap Growth Portfolio
(12/31/96) -- -- -- -- -- -- -- --
T. Rowe Price New America Growth Portfolio
(3/31/94) -- -- -- -- -- -- -- --
T. Rowe Price Limited-Term Bond Portfolio
(5/13/94) -- -- -- -- -- -- -- --
Fidelity Variable Insurance Products Fund II
Contrafund Portfolio (1/3/95)(11) -- -- -- -- -- -- -- --

</TABLE>

B-7
<PAGE>

1. The figures shown are one year total returns from inception of the Funds.
These figures do not reflect the mortality and expense risk charges
assessed against the Separate Account, deductions from premiums or
administrative, cost of insurance and underwriting charges assessed against
the account value of the Policies. If these charges were included, the
total return figures would be lower. They may be considered in assessing
the competence and performance of each of the Funds' investment advisers.

2. This is the return for the period June 1, 1998 to December 31, 1998.

3. The figures for the MML Equity Fund from 1974 through 1981 are as follows:
1974: (17.61)%; 1975: 32.85%; 1976: 24.77%; 1977: (0.52)%; 1978: 3.71%;
1979: 19.54% 1980: 27.62%; 1981: 6.67%; 1982: 25.67%. The figure for 1982
for the MML Managed Bond Fund is 22.79%. The figure for 1982 for the
Panorama Growth Portfolio is 33.00%. The figure for 1982 for the Panorama
Total Return Portfolio is 8.10%.

4. Each Oppenheimer Fund is a series of Oppenheimer Variable Account Funds.

5. Each Goldman Sachs Fund is a series of Goldman Sachs Variable Insurance
Trust.

6. This is the return for the period May 1, 1998 to December 31, 1998.

7. This is the return for the period January 12, 1998 to December 31, 1998.

8. This is the return for the period February 13, 1998 to December 31, 1998.

9. Prior to May 1, 1999, this Fund was called Oppenheimer Growth Fund.

10. Prior to May 1, 1999, this Fund was called Oppenheimer Growth & Income
Fund.

11. Service Class shares include an asset based distribution fee (12b-1 fee).
Initial offering of Service Class shares took place on November 3, 1997, at
which time the 12b-1 fee was imposed. Returns prior to that date do not
include the effect of the Service Class fee structure, and returns listed
would have been lower for each portfolio if the Service Class fee structure
were in place and reflected in the performance. Fidelity Investments is a
registered trademark of FMR Corporation.

12. Prior to May 1, 1999, this Fund was called Goldman Sachs Mid Cap Equity
Fund.

B-8
<PAGE>

Appendix C

Illustrations of Death Benefits (Option 1, 2 & 3), Cash Surrender Values and
Accumulated Premiums

The following tables illustrate the way in which a policy operates. They show
how the death benefit under options 1, 2 & 3 and the 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 a hypothetical policy issued under the
following conditions: the insured is age 45, unisex, unitobacco, $60,000 of
Selected Face Amount for the base policy in all years plus $40,000 of Term Face
Amount, seven annual premiums of $5,350, and $250,000 of initial case premium
paid. We show tables for the current policy charges for policies issued on a
guaranteed issue basis and we show separate tables for guaranteed policy
charges. These tables will assist in the comparison of death benefits and cash
surrender values for the policy with those of other variable life policies which
may be issued by Us or other companies.

1. The illustration on page C-3 is for a policy using death benefit option 1 and
the current schedule of charges for policies issued on a guaranteed issue basis.

2. The illustration on page C-4 is for a policy using death benefit option 1 and
the guaranteed schedule of charges.

3. The illustration on page C-5 is for a policy using death benefit option 2 and
the current schedule of charges for policies issued on a guaranteed issue basis.

4. The illustration on page C-6 is for a policy using death benefit option 2 and
the guaranteed schedule of charges.

5. The illustration on page C-7 is for a policy using death benefit option 3 and
the current schedule of charges for policies issued on a guaranteed issue basis.

6. The illustration on page C-8 is for a policy using death benefit option 3 and
the 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, 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, 3, and 5
reflect the following current charges:

1. Administrative charge, equal to a monthly $5.25 per Policy.

2. Cost of insurance charges, based on the current charges for policies issued
on a guaranteed issue basis by Us.

3. Mortality and expense risk charge for policy years 1-15, which is equal to
0.60% on an annual basis, of the net asset value of the Fund shares held by the
Separate Account. Mortality and expense risk charge for policy year 16-30, which
is equal to 0.40% on an annual basis, of the net asset value of the Fund shares
held by the Separate Account. Mortality and expense risk charge for policy years
31 +, which is equal to 0.30% on an annual basis, of the net asset value of the
Fund shares held by the Separate Account.

4. Fund level expenses of 0.76% on an annual basis, of the net asset value of
the MML Trust, Oppenheimer Funds, Panorama Fund, Goldman Sachs VIT Trust, MFS
Trust, T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series,
Inc., and Fidelity VIP II shares held by the Separate Account.

The death benefits and cash surrender values shown in illustrations 2, 4, and 6
reflect these guaranteed maximum charges:

1. Administrative charge, equal to a monthly $9.00 per Policy.

2. Cost of insurance charges based on 100% of the 1980 CSO mortality table.

3. Mortality and expense risk charge equal to 1.00% on an annual basis, of the
net asset value of the Fund shares held by the Separate Account.

C-1
<PAGE>

Rowe Price Fixed Income Series, Inc., and Fidelity VIP II shares held by the
Separate Account. (this unweighted average reflects current Fund level
expenses).

Cash surrender values shown in the tables reflect the deduction of the
applicable sales loads, premium taxes, and DAC taxes for the policy illustrated.
Currently, We do not assess a charge against the Separate Account for federal
income taxes but We reserve 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 tables are based on the assumption that the Owner has requested a level
selected face amount, that not 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 Separate Account.

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.

C-2
<PAGE>

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS

Unisex, Issue Age 45, Uni Tobacco
$60,000 Selected Face Amount All Years
$40,000 Term Face Amount
$3,225 Cutoff Premium
Seven Annual Premium Payments of $5,350 and $250,000 Initial Case Premium Paid
Using Current Schedule of Charges for Guaranteed Issue

<TABLE>
<CAPTION>
Death Benefit (Option 1) Cash Surrender Value
------------------------------------- ------------------------------------
Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Annual Investment Return of Annual Investment Return of
Policy Premiums ------------------------------------- ------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
------ -------- ------- ------- --------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 5,350 100,000 100,000 100,000 4,852 5,134 5,416

2 5,350 100,000 100,000 100,000 9,148 9,995 10,877

3 5,350 100,000 100,000 100,000 13,408 15,111 16,952

4 5,350 100,000 100,000 100,000 17,721 20,578 23,792

5 5,350 100,000 100,000 100,000 21,982 26,307 31,367

6 5,350 100,000 100,000 103,362 26,194 32,311 39,755

7 5,350 100,000 100,000 123,951 30,357 38,604 48,992

8 0 100,000 100,000 131,884 29,676 40,116 53,830

9 0 100,000 100,000 140,788 28,994 41,696 59,155

10 0 100,000 100,560 150,831 28,310 43,345 65,013

15 0 100,000 106,257 210,493 24,677 52,603 104,204

20 0 100,000 114,255 298,982 20,457 64,188 167,968

25 0 100,000 123,868 428,148 14,665 77,904 269,276

30 (Age 65) 0 100,000 135,319 617,685 5,963 93,972 428,948

35 0 0 148,814 896,824 0 112,738 679,412

40 0 0 164,147 1,305,658 0 133,453 1,061,511

45 0 0 182,311 1,913,522 0 155,821 1,635,489

50 0 0 199,975 2,769,024 0 180,158 2,494,616
</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 trusts that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time.

C-3
<PAGE>

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS

2 5,350 100,000 100,000 100,000 8,293 9,083 9,906

3 5,350 100,000 100,000 100,000 12,153 13,731 15,439

4 5,350 100,000 100,000 100,000 16,033 18,671 21,642

5 5,350 100,000 100,000 100,000 19,827 23,809 28,472

6 5,350 100,000 100,000 100,000 23,539 29,156 36,005

7 5,350 100,000 100,000 111,962 27,166 34,725 44,254

8 0 100,000 100,000 117,431 25,904 35,434 47,931

9 0 100,000 100,000 123,510 24,587 36,123 51,895

10 0 100,000 100,000 130,288 23,206 36,784 56,159

15 0 100,000 100,000 167,362 15,067 39,517 82,853

20 0 100,000 100,000 215,032 3,573 40,496 120,805

25 0 0 100,000 275,297 0 37,255 173,143

30 (Age 65) 0 0 100,000 350,496 0 24,104 243,400

35 0 0 0 439,375 0 0 332,860

40 0 0 0 545,487 0 0 443,486

45 0 0 0 667,868 0 0 570,827

50 0 0 0 795,625 0 0 716,779
</TABLE>

C-4
<PAGE>

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS

<TABLE>
<CAPTION>
Death Benefit (Option 2) Cash Surrender Value
------------------------------------- ------------------------------------
Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Annual Investment Return of Annual Investment Return of
Policy Premiums ------------------------------------- ------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
------ -------- ------- ------- --------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 5,350 104,624 104,906 105,188 4,848 5,129 5,411

2 5,350 109,016 109,861 110,739 9,119 9,964 10,842

3 5,350 113,343 115,036 116,867 13,343 15,036 16,867

4 5,350 117,607 120,443 123,633 17,607 20,443 23,633

5 5,350 121,807 126,091 131,102 21,807 26,091 31,102

6 5,350 125,946 131,992 139,348 25,946 31,992 39,348

7 5,350 130,023 138,156 148,454 30,023 38,156 48,454

8 0 129,257 139,528 153,153 29,257 39,528 53,153

9 0 128,489 140,949 158,333 28,489 40,949 58,333

10 0 127,719 142,422 164,041 27,719 42,422 64,041

15 0 123,597 150,395 206,869 23,597 50,395 102,410

20 0 118,704 159,546 293,821 18,704 59,546 165,068

25 0 112,089 168,809 420,746 12,089 68,809 264,620

30 (Age 65) 0 102,660 176,852 606,996 2,660 76,852 421,525

35 0 0 180,502 881,295 0 80,502 667,648

40 0 0 172,969 1,283,043 0 72,969 1,043,124

45 0 0 144,184 1,880,370 0 44,184 1,607,154

50 0 0 0 2,721,042 0 0 2,451,389
</TABLE>

C-5
<PAGE>

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS

<TABLE>
<CAPTION>
Death Benefit (Option 2) Cash Surrender Value
------------------------------------- ------------------------------------
Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Annual Investment Return of Annual Investment Return of
Policy Premiums ------------------------------------- ------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
------ -------- ------- ------- ------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 5,350 104,116 104,381 104,646 4,339 4,604 4,869

2 5,350 108,116 108,898 109,713 8,219 9,002 9,816

3 5,350 112,001 113,557 115,240 12,001 13,557 15,240

4 5,350 115,772 118,360 121,273 15,772 18,360 21,273

5 5,350 119,422 123,306 127,854 19,422 23,306 27,854

6 5,350 122,950 128,398 135,034 22,950 28,398 35,034

7 5,350 126,349 133,631 142,865 26,349 33,631 42,865

8 0 124,853 133,959 146,071 24,853 33,959 46,071

9 0 123,297 134,210 149,508 23,297 34,210 49,508

10 0 121,672 134,373 153,188 21,672 34,373 53,188

15 0 112,326 133,477 175,919 12,326 33,477 75,919

20 0 100,066 128,140 207,771 66 28,140 107,771

25 0 0 114,455 251,026 0 14,455 151,026

30 (Age 65) 0 0 0 308,001 0 0 208,001

35 0 0 0 377,438 0 0 277,438

40 0 0 0 455,479 0 0 355,479

45 0 0 0 524,095 0 0 424,095

50 0 0 0 549,306 0 0 449,306
</TABLE>

C-6
<PAGE>

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS

<TABLE>
<CAPTION>
Death Benefit (Option 3) Cash Surrender Value
------------------------------------- ------------------------------------
Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Annual Investment Return of Annual Investment Return of
Policy Premiums ------------------------------------- ------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
------ -------- ------- ------- --------- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 5,350 105,350 105,350 105,350 4,847 5,129 5,411

2 5,350 110,700 110,700 110,700 9,115 9,961 10,841

3 5,350 116,050 116,050 116,050 13,332 15,030 16,866

4 5,350 121,400 121,400 121,400 17,587 20,433 23,634

5 5,350 126,750 126,750 126,750 21,774 26,077 31,112

6 5,350 132,100 132,100 132,100 25,897 31,975 39,377

7 5,350 137,450 137,450 137,450 29,954 38,139 48,512

8 0 137,450 137,450 137,450 29,165 39,513 53,259

9 0 137,450 137,450 139,252 28,372 40,943 58,509

10 0 137,450 137,450 149,182 27,572 42,429 64,303

15 0 137,450 137,450 208,183 23,217 50,611 103,061

20 0 137,450 137,450 295,693 17,792 60,497 166,120

25 0 137,450 137,450 423,430 9,988 71,743 266,308

30 (Age 65) 0 0 137,450 610,873 0 84,503 424,217

35 0 0 137,450 886,927 0 99,341 671,914

40 0 0 143,860 1,291,244 0 116,959 1,049,792

45 0 0 159,729 1,892,392 0 136,521 1,617,429

50 0 0 175,159 2,738,442 0 157,801 2,467,065
</TABLE>

C-7
<PAGE>

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY
WITH TABLE OF SELECTED FACE AMOUNTS

Unisex, Issue Age 45, Uni Tobacco
$60,000 Selected Face Amount All Years
$40,000 Term Face Amount
$3225 Cutoff Premium
Seven Annual Premium Payments of $5350 and $250,000 Initial Case Premium Paid
Using Guaranteed Schedule of Charges (fund level charges are reflected on a
current basis)

<TABLE>
<CAPTION>
Death Benefit (Option 3) Cash Surrender Value
------------------------------------- ------------------------------------
Assuming Hypothetical Gross Assuming Hypothetical Gross
End of Annual Investment Return of Annual Investment Return of
Policy Premiums -------------------------------------- ------------------------------------
Year Per Year 0% 6% 12% 0% 6% 12%
------ -------- -------- -------- -------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 5,350 $105,350 $105,350 $105,350 4,335 4,600 4,866

2 5,350 110,700 110,700 110,700 8,202 8,988 9,805

3 5,350 116,050 116,050 116,050 11,962 13,526 15,220

4 5,350 121,400 121,400 121,400 15,699 18,307 21,245

5 5,350 126,750 126,750 126,750 19,300 23,224 27,824

6 5,350 132,100 132,100 132,100 22,763 28,280 35,015

7 5,350 137,450 137,450 137,450 26,075 33,472 42,878

8 0 137,450 137,450 137,450 24,471 33,755 46,153

9 0 137,450 137,450 137,450 22,782 33,961 49,709

10 0 137,450 137,450 137,450 20,993 34,074 53,575

15 0 137,450 137,450 158,870 10,165 32,807 78,649

20 0 0 137,450 204,062 0 26,418 114,642

25 0 0 137,450 261,199 0 8,690 164,276

30 (Age 65) 0 0 0 332,500 0 0 230,903

35 0 0 0 416,772 0 0 315,736

40 0 0 0 517,386 0 0 420,639

45 0 0 0 633,425 0 0 541,389

50 0 0 0 754,559 0 0 679,783
</TABLE>

C-8
<PAGE>

Appendix D

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Name, Position, Business Address Principal Occupation(s) During Past Five Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>

Roger G. Ackerman, Director Corning, Inc.
One Riverfront Plaza, HQE 2 Chairman and Chief Executive Officer (since 1996)
Corning, NY 14831 President and Chief Operating Officer (1990-1996)
- ------------------------------------------------------------------------------------------------------------------------------------
James R. Birle, Director Resolute Partners, LLC
2 Soundview Drive Chairman (since 1997), Founder (1994)
Greenwich, CT 06836 President (1994-1997)
Blackstone Group
General Partner (1988-1994)
- ------------------------------------------------------------------------------------------------------------------------------------
Gene Chao, Director Computer Projections, Inc.
733 SW Vista Avenue Chairman, President and CEO (since 1991)
Portland, OR 97205
- ------------------------------------------------------------------------------------------------------------------------------------
Patricia Diaz Dennis, Director SBC Communications Inc.
175 East Houston, Room 5-A-70 Senior Vice President -- Regulatory and Public Affairs (since 1998)
San Antonio, TX 78205 Senior Vice President and Assistant General Counsel (1995-1998)
Sullivan & Cromwell
Special Counsel (1993-1995)
U.S. Department of State
Asst. Secy. of State for Human Rights and Human. Affrs. (1992-1993)
- ------------------------------------------------------------------------------------------------------------------------------------
Anthony Downs, Director The Brookings Institution
1775 Massachusetts Ave., N.W. Senior Fellow (since 1977)
Washington, DC 20036-2188
- ------------------------------------------------------------------------------------------------------------------------------------
James L. Dunlap, Director Ocean Energy, Inc.
1201 Louisiana, Suite 1400 Vice Chairman (since 1998)
Houston, TX 77002-5603 United Meridian Corporation
President and Chief Operating Officer (1996-1998)
Texaco, Inc.
Senior Vice President (1987-1996)
- ------------------------------------------------------------------------------------------------------------------------------------
William B. Ellis, Director Yale University School of Forestry and Environmental Studies
31 Pound Foolish Lane Senior Fellow (since 1995)
Glastonbury, CT 06033 Northeast Utilities
Chairman of the Board (1993-1995) and Chief Executive
Officer (1983-1993)
- ------------------------------------------------------------------------------------------------------------------------------------
Robert M. Furek, Director Resolute Partners LLC
1 State Street, Suite 2310 Partner (since 1997)
Hartford, CT 06103 State Board of Trustees for the Hartford School System
Chairman (since 1997)
Heublein, Inc.
President and Chief Executive Officer (1987-1996)
- ------------------------------------------------------------------------------------------------------------------------------------
Charles K. Gifford, Director BankBoston, N.A.
100 Federal Street Chairman and Chief Executive Officer (since 1996)
Boston, MA 02110 President (1989-1996)
BankBoston Corporation
Chairman (since 1998) and Chief Executive Officer (since 1995)
President (1989-1996)
- ------------------------------------------------------------------------------------------------------------------------------------
William N. Griggs, Director Griggs & Santow, Inc.
75 Wall Street, 20th Floor Managing Director (since 1983)
New York, NY 10005
- ------------------------------------------------------------------------------------------------------------------------------------
George B. Harvey, Director Pitney Bowes
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

D-1
<PAGE>

<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
One Landmark Square, Suite 1905 Chairman, President and CEO (1983-1996)
Stamford, CT 06901
- ------------------------------------------------------------------------------------------------------------------------------------
Barbara B. Hauptfuhrer, Director Director of various corporations (since 1972)
1700 Old Welsh Road
Huntingdon Valley, PA 19006
- ------------------------------------------------------------------------------------------------------------------------------------
Sheldon B. Lubar, Director Lubar & Co. Incorporated
700 North Water Street, Suite 1200 Chairman (since 1977)
Milwaukee, WI 53202
- ------------------------------------------------------------------------------------------------------------------------------------
William B. Marx, Jr., Director Lucent Technologies
5 Peacock Lane Senior Executive Vice President (1996-1996)
Village of Golf, FL 33436-5299 AT&T Multimedia Products Group
Executive Vice President and CEO (1994-1996)
AT&T Network Systems Group
Executive Vice President and CEO (1993-1994)
Group Executive and President (1989-1993)
- ------------------------------------------------------------------------------------------------------------------------------------
John F. Maypole, Director Peach State Real Estate Holding Company
55 Sandy Hook Road -- North Managing Partner (since 1984)
Sarasota, FL 34242
- ------------------------------------------------------------------------------------------------------------------------------------
Robert J. O'Connell, Director, President MassMutual
and Chief Executive Officer President and Chief Executive Officer (since 1999)
1295 State Street American International Group, Inc.
Springfield, MA 01111 Senior Vice President (1991-1998)
AIG Life Companies
President and Chief Executive Officer (1991-1998)
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas B. Wheeler, Director and MassMutual
Chairman of the Board Chairman of the Board (since 1996)
1295 State Street President (1988-1996) and Chief Executive Officer (1988-1999)
Springfield, MA 01111
- ------------------------------------------------------------------------------------------------------------------------------------
Alfred M. Zeien, Director The Gillette Company
Prudential Tower Chairman and Chief Executive Officer (since 1991)
Boston, MA 02199
- ------------------------------------------------------------------------------------------------------------------------------------

Executive Vice Presidents:

- ------------------------------------------------------------------------------------------------------------------------------------
Lawrence V. Burkett, Jr. MassMutual
1295 State Street Executive Vice President and General Counsel (since 1993)
Springfield, MA 01111 Senior Vice President and Deputy General Counsel (1992-1993)
- ------------------------------------------------------------------------------------------------------------------------------------
Peter J. Daboul MassMutual
1295 State Street Executive Vice President and Chief Information Officer (since 1997)
Springfield, MA 01111 Senior Vice President (1990-1997)
- ------------------------------------------------------------------------------------------------------------------------------------
John B. Davies MassMutual
1295 State Street Executive Vice President (since 1994)
Springfield, MA 01111 Associate Executive Vice President (1994-1994)
General Agent (1982-1993)
- ------------------------------------------------------------------------------------------------------------------------------------
Daniel J. Fitzgerald MassMutual
1295 State Street Executive Vice President (since 1994)
Springfield, MA 01111 Corporate Financial Operations (1994-1997)
Senior Vice President (1991-1994)
- ------------------------------------------------------------------------------------------------------------------------------------
James E. Miller MassMutual
1295 State Street Executive Vice President (since 1997 and 1987-1996)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

D-2
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Springfield, MA 01111 UniCare Life & Health
Senior Vice President (1996-1997)
- ------------------------------------------------------------------------------------------------------------------------------------
John V. Murphy MassMutual
1295 State Street Executive Vice President (since 1997)
Springfield, MA 01111 David L. Babson & Co., Inc.
Executive Vice President and Chief Operating Officer (1995-1997)
Concert Capital Management, Inc.
Chief Operating Officer (1993-1995)
Liberty Financial Companies
Senior Vice President and Chief Financial Officer (1977-1993)
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph M. Zubretsky MassMutual
1295 State Street Executive Vice President and Chief Financial Officer (since 1997)
Springfield, MA 01111 HealthSource
Chief Financial Officer (1996-1996)
Coopers & Lybrand
Partner (1990-1996)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

D-3
<PAGE>

Appendix E -- Minimum Face Amount Percentages

<TABLE>
<CAPTION>
Guideline
Premium
Cash Value Accumulation Test: Test:
---------------------------------------- -----
Male Male Female Female Unisex Unisex
Attained * Non- Male Uni- * Non- Female Uni- * Non- Unisex Uni- All Rate
Age Tobacco Tobacco Tobacco Tobacco Tobacco Tobacco Tobacco Tobacco Tobacco Classes
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20 710 576 653 808 711 779 727 598 674 250
21 689 559 634 783 688 754 706 581 654 250
22 669 543 615 758 666 730 685 564 635 250
23 649 528 597 733 645 706 664 547 616 250
24 629 512 580 710 624 684 644 531 598 250
25 610 497 562 687 604 662 624 515 579 250
26 591 482 545 664 584 640 604 499 561 250
27 572 467 528 643 565 619 585 483 544 250
28 554 452 511 622 547 599 566 468 526 250
29 536 438 494 601 529 580 548 453 509 250
30 518 424 479 581 512 561 530 438 493 250
31 501 410 463 562 495 542 512 424 477 250
32 485 397 448 544 479 525 495 411 461 250
33 469 384 433 526 463 507 479 397 446 250
34 453 371 419 508 448 491 463 385 432 250
35 438 360 406 491 434 475 448 372 418 250
36 424 348 392 475 420 459 433 360 404 250
37 410 337 380 459 406 444 419 349 391 250
38 396 326 367 444 393 430 405 338 378 250
39 383 316 356 430 381 416 391 327 366 250
40 370 306 344 416 369 403 379 317 355 250
41 358 296 333 402 357 390 366 307 343 243
42 347 287 323 389 346 378 354 297 333 236
43 335 279 313 377 336 366 343 288 322 229
44 324 270 303 365 326 355 332 280 312 222
45 314 262 294 353 316 344 321 272 303 215
46 304 255 285 342 307 333 311 264 294 209
47 294 247 277 332 298 323 301 256 285 203
48 285 240 268 321 289 313 292 249 276 197
49 276 234 260 311 281 304 283 242 268 191
50 268 227 253 302 273 295 274 235 260 185
51 259 221 245 292 266 286 265 229 253 178
52 251 215 238 284 258 278 257 223 245 171
53 244 209 232 275 251 270 249 217 238 164
54 236 204 225 267 244 262 242 211 232 157
55 229 199 219 259 238 254 235 206 225 150
56 223 194 213 251 231 247 228 200 219 146
57 216 189 207 244 225 240 221 196 213 142
58 210 185 202 237 219 233 215 191 208 138
59 204 180 197 230 214 227 209 186 202 134
60 199 176 192 223 208 221 203 182 197 130
61 193 172 187 217 203 214 198 178 192 128
62 188 168 182 210 197 208 192 174 187 126
</TABLE>

E-1
<PAGE>

Guideline
Premium
Cash Value Accumulation Test: Test:
---------------------------------------- -----
Male Male Female Female Unisex Unisex
Attained * Non- Male Uni- * Non- Female Uni- * Non- Unisex Uni- All Rate
Age Tobacco Tobacco Tobacco Tobacco Tobacco Tobacco Tobacco Tobacco Tobacco Classes

* The Non-Tobacco rates apply to both Preferred Non-Tobacco and Standard Non-
Tobacco Policies

E-2
<PAGE>

Report Of Independent Accountants

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

We have audited the accompanying statutory statements of financial position of
Massachusetts Mutual Life Insurance Company as of December 31, 1998 and 1997,
and the related statutory statements of income and changes in policyholders'
contingency reserves, and of cash flows for each of the three years in the
period ended December 31, 1998. 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.

As described in Note 1, these financial statements were prepared in conformity
with accounting practices prescribed or permitted by the Division of Insurance
of the Commonwealth of Massachusetts, which practices differ from generally
accepted accounting principles. The effects on the financial statements of the
variances between the statutory basis of accounting and generally accepted
accounting principles, although not reasonably determinable, are presumed to be
material.

In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the financial statements audited by us do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of Massachusetts Mutual Life Insurance Company as of December 31, 1998 and 1997,
or the results of its operations or its cash flows for each of the three years
in the period ended December 31, 1998.

In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of Massachusetts Mutual Life Insurance
Company as of December 31, 1998 and 1997, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1998, on the basis of accounting described in Note 1.

PricewaterhouseCoopers LLP

Springfield, Massachusetts
February 25, 1999

FF-1
<PAGE>

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENTS OF FINANCIAL POSITION

December 31,

1998 1997
-------- --------

(In Millions)
Assets:
Bonds $ 25,215.8 $ 23,508.2
Common stocks 296.3 354.7
Mortgage loans 5,916.5 5,245.8
Real estate 1,739.8 1,697.7
Other investments 2,263.7 1,963.8
Policy loans 5,224.2 4,950.4
Cash and short-term investments 1,123.3 1,941.2
----------- -----------
41,779.6 39,661.8
Other assets 1,306.2 1,169.7
----------- -----------
43,085.8 40,831.5
Separate account assets 19,589.7 16,803.1
----------- -----------
$ 62,675.5 $ 57,634.6
=========== ===========

See notes to statutory financial statements.

FF-2
<PAGE>

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENTS OF FINANCIAL POSITION, Continued

December 31,

1998 1997
-------- --------

(In Millions)
Liabilities:
Policyholders' reserves and funds $ 35,277.0 $ 33,783.2
Policyholders' dividends 1,021.6 954.1
Policyholders' claims and other benefits 332.4 353.4
Federal income taxes 634.9 436.5
Asset valuation and other investment reserves 1,053.4 973.4
Other liabilities 1,578.9 1,457.9
----------- -----------
39,898.2 37,958.5
Separate account liabilities 19,588.5 16,802.8
----------- -----------
59,486.7 54,761.3
Policyholders' contingency reserves 3,188.8 2,873.3
----------- -----------
$ 62,675.5 $ 57,634.6
=========== ===========

See notes to statutory financial statements.

FF-3
<PAGE>

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Years Ended December 31,

1998 1997 1996
-------- -------- --------

(In Millions)
<S> <C> <C> <C>
Revenue:
Premium income $ 7,482.2 $ 6,764.8 $ 6,328.6
Net investment income 2,956.8 2,870.2 2,834.4
Fees and other income 154.0 126.7 117.2
--------- --------- ---------
10,593.0 9,761.7 9,280.2
--------- --------- ---------
Benefits and expenses:
Policyholders' benefits and payments 5,873.9 6,583.8 6,048.2
Addition to policyholders' reserves and funds 2,299.6 826.8 945.2
Operating expenses 509.5 450.8 428.0
Commissions 299.3 315.3 335.5
State taxes, licenses and fees 88.1 81.5 96.4
Merger restructuring costs - - 66.1
--------- --------- ---------
9,070.4 8,258.2 7,919.4
--------- --------- ---------
Net gain before federal income taxes and dividends 1,522.6 1,503.5 1,360.8
Federal income taxes 199.3 284.4 276.7
--------- --------- ---------
Net gain from operations before dividends 1,323.3 1,219.1 1,084.1
Dividends to policyholders 982.9 919.5 859.9
--------- --------- ---------
Net gain from operations 340.4 299.6 224.2
Net realized capital gain (loss) 25.4 (42.5) 40.3
--------- --------- ---------
Net income $ 365.8 $ 257.1 $ 264.5
========= ========= =========
</TABLE>

See notes to statutory financial statements.

FF-4
<PAGE>

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENTS OF CHANGES
IN POLICYHOLDERS' CONTINGENCY RESERVES

<TABLE>
<CAPTION>
Years Ended December 31,

1998 1997 1996
-------- -------- --------

(In Millions)
<S> <C> <C> <C>
Policyholders' contingency reserves,
beginning of year $2,873.3 $2,638.6 $2,600.9
-------- -------- --------
Increases (decreases) due to:
Net income 365.8 257.1 264.5
Net unrealized capital gain (loss) 17.4 119.1 (1.7)
Change in asset valuation and other investment reserves (81.0) (76.0) (142.4)
Change in prior year policyholders' reserves 8.6 (55.4) (72.2)
Other 4.7 (10.1) (10.5)
-------- -------- --------
315.5 234.7 37.7
-------- -------- --------
Policyholders' contingency reserves,
end of year $3,188.8 $2,873.3 $2,638.6
======== ======== ========
</TABLE>

See notes to statutory financial statements.

FF-5
<PAGE>

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December 31,

1998 1997 1996
-------- -------- --------
(In Millions)
<S> <C> <C> <C>
Operating activities:
Net income $ 365.8 $ 257.1 $ 264.5
Addition to policyholders' reserves and funds,
net of transfers to separate accounts 1,472.8 421.3 426.7
Net realized capital (gain) loss (25.4) 42.5 (40.3)
Other changes 15.4 (108.1) (286.1)
--------- --------- ---------
Net cash provided by operating activities 1,828.6 612.8 364.8
--------- --------- ---------
Investing activities:
Loans and purchases of investments (15,981.2) (12,292.7) (10,171.5)
Sales or maturities of investments and receipts
from repayment of loans 13,334.7 12,545.7 8,539.3
--------- --------- ---------
Net cash provided by (used in) investing activities (2,646.5) 253.0 (1,632.2)
--------- --------- ---------
Increase (decrease) in cash and short-term investments (817.9) 865.8 (1,267.4)
Cash and short-term investments, beginning of year 1,941.2 1,075.4 2,342.8
--------- --------- ---------
Cash and short-term investments, end of year $ 1,123.3 $ 1,941.2 $ 1,075.4
========= ========= =========
</TABLE>

See notes to statutory financial statements.

FF-6
<PAGE>

Notes To Statutory Financial Statements

Massachusetts Mutual Life Insurance Company ("the Company") is a mutual life
insurance company and as such has no shareholders. The Company's primary
business is individual life insurance, annuity and disability income
products distributed primarily through career agents. The Company also
provides either directly or through its subsidiaries, a wide range of
pension products and services, as well as investment services to
individuals, corporations and institutions in all 50 states and the District
of Columbia.

On March 1, 1996, the operations of the former Connecticut Mutual Life
Insurance Company ("Connecticut Mutual") were merged into the Company. This
merger was accounted for under the pooling of interests method of
accounting. For the purposes of this presentation, these financial
statements reflect historical amounts giving retroactive effect as if the
merger had occurred on January 1, 1996 in conformity with the practices of
the National Association of Insurance Commissioners ("NAIC") and the
accounting practices prescribed or permitted by the Division of Insurance of
the Commonwealth of Massachusetts. In 1996, merger-related expenses totaling
$66.1 million were recorded in the Statutory Statement of Income. On the
merger date, policyholders' reserves attributable to disability income
contracts were strengthened by $75.0 million, investment reserves for real
estate were increased by $49.8 million and net prepaid pension assets were
increased by $10.4 million with all adjustments reflected as a charge to
policyholders' contingency reserves.

On March 31, 1996, the Company sold MassMutual Holding Company Two, Inc., a
wholly-owned subsidiary, and its subsidiaries, including Mirus Life
Insurance Company (formerly the MML Pension Insurance Company; currently
doing business as "UniCARE"), which comprised the Company's group life and
health business, to WellPoint Health Networks, Inc. The Company received
total consideration of $402.2 million ($340.0 million in cash and $62.2
million in notes receivable) and recognized a before tax gain of $187.9
million. The Company, pursuant to a 1994 reinsurance agreement, cedes its
group life, accident and health business to UniCARE.

1. SUMMARY OF ACCOUNTING PRACTICES

The accompanying statutory financial statements, have been prepared in
conformity with the statutory accounting practices of the NAIC and the
accounting practices prescribed or permitted by the Division of Insurance of
the Commonwealth of Massachusetts and are different in some respects from
financial statements prepared in accordance with generally accepted
accounting principles ("GAAP"). The more significant differences are as
follows: (a) acquisition costs, such as commissions and other costs directly
related to acquiring new business, are charged to current operations as
incurred, whereas GAAP would require these expenses to be capitalized and
recognized over the life of the policies; (b) policy reserves are based upon
statutory mortality, morbidity and interest requirements without
consideration of withdrawals, whereas GAAP reserves would be based upon
reasonably conservative estimates of mortality, morbidity, interest and
withdrawals; (c) bonds are generally carried at amortized cost whereas GAAP
generally requires they be reported at fair value; (d) deferred income taxes
are not provided for book-tax timing differences as would be required by
GAAP, and (e) payments received for universal and variable life products,
variable annuities and investment related products are reported as premium
income and changes in reserves, whereas under GAAP, these payments would be
recorded as deposits to policyholders' account balances.

In March 1998, the NAIC adopted the Codification of Statutory Accounting
Principles ("Codification"). Codification provides a comprehensive guide of
statutory accounting principles for use by insurers in all states and is
expected to become effective no later than January 1, 2001. The effect of
adopting Codification shall be reported as an adjustment to policyholders'
contingency reserves on the effective date. The Company is currently
reviewing the impact of Codification; however, since the Division of
Insurance of the Commonwealth of Massachusetts has not approved
Codification, the ultimate impact cannot be determined at this time.

FF-7
<PAGE>

Notes To Statutory Financial Statements (Continued)

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

Certain 1997 and 1996 amounts have been reclassified to conform with the
current year presentation.

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

A. Investments

Bonds and stocks are valued in accordance with rules established by the
NAIC. Generally, bonds are valued at amortized cost, preferred stocks in
good standing at cost, and common stocks, except for unconsolidated
subsidiaries, at fair value.

Mortgage loans are valued at unpaid principal net of unamortized premium or
discount. The Company discontinues the accrual of interest on mortgage loans
which are delinquent more than 90 days or when collection is uncertain. Real
estate is valued at cost less accumulated depreciation, impairment
allowances and mortgage encumbrances. Encumbrances totaled $63.5 million in
1998 and $14.2 million in 1997. 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 and affiliates, joint ventures
and other forms of partnerships are included in other investments on the
Statutory Statement of Financial Position and are accounted for using the
equity method.

In compliance with regulatory requirements, the Company maintains an Asset
Valuation Reserve ("AVR") and an Interest Maintenance Reserve ("IMR"). The
AVR and other investment reserves stabilize the policyholders' contingency
reserves against fluctuations in the value of stocks, as well as declines in
the value of bonds, mortgage loans and real estate investments. The IMR
captures after-tax realized capital gains and losses which result from
changes in the overall level of interest rates for all types of fixed income
investments and interest related hedging activities. These interest rate
related gains and losses are amortized into income using the grouped method
over the remaining life of the investment sold or over the remaining life of
the underlying asset. Net realized after tax capital gains of $189.1 million
in 1998, $95.4 million in 1997 and $73.1 million in 1996 were charged to the
IMR. Amortization of the IMR into net investment income amounted to $40.3
million in 1998, $31.0 million in 1997, and $26.9 million in 1996.

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

B. Separate Accounts

Separate account assets and liabilities represent segregated funds
administered and invested by the Company for the benefit of pension,
variable annuity and variable life insurance contractholders. Assets consist
principally of marketable securities reported at fair value. Premiums,
benefits and expenses of the separate

FF-8
<PAGE>

Notes To Statutory Financial Statements (Continued)

accounts are reported in the Statutory Statement of Income. The Company
receives administrative and investment advisory fees from these accounts.

Net transfers to separate accounts of $821.3 million, $355.7 million and
$636.5 million in 1998, 1997 and 1996, respectively, are included in the
addition of policyholders' reserves and funds.

C. Non-admitted Assets

Assets designated as "non-admitted" (principally certain furniture,
equipment and other receivables) are excluded from the Statutory Statement
of Financial Position by an adjustment to policyholders' contingency
reserves.

D. Policyholders' Reserves and Funds

Policyholders' reserves for life insurance contracts are developed using
accepted actuarial methods computed principally on the net level premium and
the Commissioners' Reserve Valuation Method bases using the American
Experience and the 1941, 1958 and 1980 Commissioners' Standard Ordinary
mortality tables with assumed interest rates ranging from 2.5 to 6.75
percent.

Reserves for individual annuities, guaranteed investment contracts and
deposit administration and immediate participation guarantee contracts are
based on accepted actuarial methods principally at interest rates ranging
from 2.25 to 11.25 percent. Reserves for policies and contracts considered
investment contracts have a carrying value of $7,734.6 million and $8,077.9
million at December 31, 1998 and 1997, respectively with a fair value of
$7,940.6 million and $8,250.0 million at December 31, 1998 and 1997,
respectively, as determined by discounted cash flow projections.

Disability income policy reserves are generally calculated using the two-
year preliminary term, net level premium and fixed net premium methods and
various morbidity tables.

The Company made certain changes in the valuation of policyholders' reserves
which increased policyholders' contingency reserves by $8.6 million in 1998
and decreased policyholders' contingency reserves by $55.4 million and $72.2
million in 1997 and 1996, respectively.

E. Premium and Related Expense Recognition

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

F. Policyholders' Dividends

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

FF-9
<PAGE>

Notes To Statutory Financial Statements (Continued)

G. Cash and Short-term Investments

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

H. Policyholders' Contingency Reserves

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

2. SURPLUS NOTES

The Company issued surplus notes of $100.0 million at 7.50 percent and $250.0
million at 7.625 percent in 1994 and 1993, respectively. These notes are
unsecured and subordinate to all present and future indebtedness of the
Company, policy claims and prior claims against the Company as provided by
the Massachusetts General Laws. Issuance was approved by the Commissioner of
Insurance of the Commonwealth of Massachusetts ("the Commissioner").

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

Interest on the notes issued in 1994 is scheduled to be paid on March 1 and
September 1 of each year, to holders of record on the preceding February 15
or August 15, respectively. Interest on the notes issued in 1993 is scheduled
to be paid on May 15 and November 15 of each year, to holders of record on
the preceding May 1 or November 1, respectively. Interest expense is not
recorded until approval for payment is received from the Commissioner.
Interest of $26.6 million was approved and paid in 1998, 1997 and 1996.

The proceeds of the notes, less a $24.4 million reserve in 1998, and a $28.3
million reserve in 1997 for contingencies associated with the issuance of the
notes, are recorded as a component of the Company's policyholders'
contingency reserves as permitted by the Division of Insurance. These surplus
note reserves are included in asset valuation and other investment reserves
on the Statutory Statement of Financial Position.

3. BENEFIT PLANS

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

Retirement Plans

The Company has two non-contributory defined benefit plans covering
substantially all of its employees. One plan includes active employees and
retirees previously employed by Connecticut Mutual Life Insurance Company
which merged with MassMutual in 1996; the other plan includes all other
eligible employees and retirees. 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 these
plans following Financial Accounting Standards Board Statement No. 87,
"Employers' Accounting for Pensions". Accordingly, as permitted by the
Massachusetts Division of Insurance, the Company has recognized a pension
asset of $216.0 million and $157.4 million at December 31, 1998 and 1997,
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, 1998, and 1997. The assets of the plans are invested in the
Company's general account and separate accounts.

FF-10
<PAGE>

Notes To Statutory Financial Statements (Continued)

The Company also has defined contribution plans for employees and agents. The
Company funds the plans by matching employee contributions, subject to
statutory limits. Company contributions and any earnings on them are vested
based on years of vesting service using a graduated vesting schedule in 20
percent increments over a five-year period.

Life and Health

Life and health insurance benefits are provided to employees and agents
through group insurance contracts. Substantially all of the Company's
employees and agents may become eligible for continuation of certain of these
benefits if they retire as active employees or agents of the Company. The
Company adopted the National Association of Insurance Commissioners'
accounting standard for post retirement life and health benefit costs,
requiring these benefits to be accounted for using the accrual method for
employees and agents eligible to retire and current retirees. The initial
transition obligation of $137.9 million is being amortized over twenty years
through 2012. During 1998, the Company transferred the administration of the
retiree life and health plan benefit obligations and supporting assets to an
unconsolidated subsidiary.

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

Retirement Life and Health

1998 1997 1998 1997
---- ---- ---- ----
(In Millions)
Accumulated benefit obligation
at December 31 $ 822.8 $ 663.1 $ 185.6 $ 145.9
Fair value of plan assets
at December 31 1,160.2 1,154.2 21.0 21.7
--------- --------- -------- --------
Funded status $ 337.4 $ 491.1 $ (164.6) $ (124.2)
========= ========= ======== ========

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

<TABLE>
<CAPTION>
Retirement Life and Health

1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Discount rate 6.75% 7.25% 6.75% 7.25%
Increase in future compensation
levels 4.00-5.00% 4.00-5.00% 5.00% 5.00-5.50%
Long-term rate of return on assets 9.00-10.00% 9.00-10.00% 6.75% 6.75%
Assumed increases in medical cost
Rates in the first year - - 7.00% 6.25-9.50%
declining to - - 4.25% 4.75-5.00%
within - - 5 years 5 years
</TABLE>

A one percent increase in the annual assumed inflation rate in medical cost
rates would increase the 1998 accumulated postretirement benefit liability and
benefit expense by $9.2 million and $1.1 million, respectively. A one percent
decrease in the annual assumed inflation rate in medical costs rates would
decrease the 1998 accumulated postretirement benefit liability and benefit
expense by $8.5 million and $1.0 million, respectively.

FF-11
<PAGE>

Notes To Statutory Financial Statements (Continued)

The expense charged to operations for all employee benefit plans is $32.1
million in 1998, $23.9 million in 1997 and $38.1 million in 1996. In 1997,
there was a significant reduction in plan participants in the Connecticut
Mutual Plan which resulted in recognition of a pension plan curtailment gain
of $10.7 million.

4. RELATED PARTY TRANSACTIONS

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

The Company has reinsurance agreements with its subsidiaries, C.M. Life
Insurance Company and MML Bay State Life Insurance Company, including stop-
loss and modified coinsurance agreements on life insurance products. Total
premiums assumed on these agreements were $38.4 million in 1998, $40.9
million in 1997 and $44.1 million in 1996.

5. FEDERAL INCOME TAXES

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

The Company plans to file its 1998 federal income tax return on a
consolidated basis with its eligible life affiliates and non-life affiliates.
C.M. Life Insurance Company, which is not an eligible life affiliate, files a
separate return. The Company and its eligible life insurance and non-life
affiliates are subject to a written tax allocation agreement, which allocates
the group's consolidated tax liability for payment purposes. Generally, the
agreement provides that affiliates with losses shall be compensated for the
use of their losses and credits by other affiliates.

The Internal Revenue Service has completed examining the Company's income tax
returns through the year 1992 for Massachusetts Mutual and 1995 for
Connecticut Mutual, and is currently examining Massachusetts Mutual for the
years 1993 and 1994. The Company believes adjustments which may result from
such examinations will not materially affect its financial position.

Components of the formula authorized by the Internal Revenue Service for
determining deductible policyholder dividends have not been finalized for
1998 or 1997. The Company records the estimated effects of anticipated
revisions in the Statutory Statement of Income.

Federal tax payments were $152.4 million in 1998, $353.4 million in 1997 and
$330.7 million in 1996.

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. In the
normal course of business, the Company enters into commitments to purchase
privately placed bonds and to issue mortgage loans.

FF-12
<PAGE>

Notes To Statutory Financial Statements (Continued)

A. Bonds

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

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

<CAPTION>
December 31, 1997
-----------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
---------- ---------- ---------- ----------
(In Millions)
<S> <C> <C> <C> <C>
U. S. Treasury securities $ 6,241.0 $ 470.5 $ 10.3 $ 6,701.2
and obligations of U. S.
government corporations
and agencies
Debt securities issued by 83.5 4.4 3.0 84.9
foreign governments
Mortgage-backed securities 3,008.7 187.9 9.0 3,187.6
State and local governments 361.9 23.9 .6 385.2
Corporate debt securities 12,148.9 765.2 46.9 12,867.2
Utilities 871.8 100.1 2.2 969.7
Affiliates 792.4 2.8 1.0 794.2
----------- ---------- -------- -----------
TOTAL $ 23,508.2 $ 1,554.8 $ 73.0 $ 24,990.0
=========== ========== ======== ===========
</TABLE>

FF-13
<PAGE>

Notes To Statutory Financial Statements (Continued)

The carrying value and estimated fair value of bonds at December 31, 1998 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.

Estimated
Carrying Fair
Value Value
--------- ---------
(In Millions)
Due in one year or less $ 556.5 $ 560.7
Due after one year through five years 4,150.6 4,270.5
Due after five years through ten years 8,622.8 9,045.0
Due after ten years 5,319.5 5,999.6
--------- ---------
18,649.4 19,875.8
Mortgage-backed securities, including
securities guaranteed by the U.S.
Government 6,566.4 6,821.1
--------- ---------
TOTAL $25,215.8 $26,696.9
========= =========

Proceeds from sales of investments in bonds were $11,663.4 million during
1998, $11,427.8 million during 1997 and $6,390.7 million during 1996. Gross
capital gains of $331.8 million in 1998, $200.7 million in 1997 and $188.8
million in 1996 and gross capital losses of $47.3 million in 1998, $68.8
million in 1997 and $255.5 million in 1996 were realized on those sales,
portions of which were included in the IMR. The estimated fair value of non-
publicly traded bonds is determined by the Company using a pricing matrix and
quoted market prices for publicly traded bonds.

B. Stocks

Common stocks, except for unconsolidated subsidiaries, had a cost of $238.4
million in 1998 and $250.3 million in 1997.

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, was $6,178.8 million and $5,039.1 million at December 31,
1998 and 1997, respectively.

The Company had restructured loans with book values of $126.6 million, and
$202.3 million at December 31, 1998 and 1997, respectively. These loans
typically have been modified to defer a portion of the contractual interest
payments to future periods. Interest deferred to future periods totaled $0.1
million in 1998, $5.1 million in 1997 and $2.2 million in 1996. At December
31, 1998, scheduled commercial mortgage loan maturities were as follows:
1999 - $341.0 million; 2000 - $333.0 million; 2001 - $305.2 million; 2002 -
$210.6 million; 2003 - $299.0 million; and $3,106.4 million thereafter.

D. Policy Loans

Policy loans are recorded at cost as it is not practicable to determine the
fair value since they do not have a stated maturity.

E. Other

Preferred stocks in good standing had fair values of $116.0 million in 1998
and $145.5 million in 1997, using a pricing matrix for non-publicly traded
stocks and quoted market prices for publicly traded stocks.

FF-14
<PAGE>

Notes To Statutory Financial Statements (Continued)

The carrying value of investments which were non-income producing for the
preceding twelve months was $13.2 million and $5.7 million at December 31,
1998 and 1997, respectively.

7. PORTFOLIO RISK MANAGEMENT

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

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

The Company utilizes interest rate swap agreements, options, and purchased
caps and floors to reduce interest rate exposures arising from mismatches
between assets and liabilities and to modify portfolio profiles to manage
other risks identified. Under interest rate swaps, the Company agrees to an
exchange, at specified intervals, between streams of variable rate and fixed
rate interest payments calculated by reference to an agreed-upon notional
principal amount. Gains and losses realized on the termination of contracts
are deferred and amortized through the IMR over the remaining life of the
associated contract. IMR amortization is included in net investment income on
the Statutory Statement of Income. Net amounts receivable and payable are
accrued as adjustments to investment income and included in other assets on
the Statutory Statement of Financial Position. At December 31, 1998 and 1997,
the Company had swaps with notional amounts of $4,382.0 million and $3,220.2
million, respectively. The fair values of these instruments were $84.1
million at December 31, 1998 and $20.9 million at December 31, 1997.

Options grant the purchaser the right to buy or sell a security or enter into
a derivative transaction at a stated price within a stated period. The
Company's option contracts have terms of up to fifteen years. The amounts
paid for options purchased are amortized into investment income over the life
of the contract on a straight-line basis. Unamortized costs are included in
other investments on the Statutory Statement of Financial Position. Gains and
losses on these contracts are recorded at the expiration or termination date
and are deferred and amortized through the IMR over the remaining life of the
option contract. At December 31, 1998 and 1997, the Company had option
contracts with notional amounts of $12,704.4 million and $5,388.2 million,
respectively. The Company's credit risk exposure was limited to the
unamortized costs of $92.5 million and $59.0 million, which had fair values
of $161.9 million and $99.6 million at December 31, 1998 and 1997,
respectively.

Interest rate cap agreements grant the purchaser the right to receive the
excess of a referenced interest rate over a stated rate calculated by
reference to an agreed upon notional amount. Interest rate floor agreements
grant the purchaser the right to receive the excess of a stated rate over a
referenced interest rate calculated by reference to an agreed upon notional
amount. Amounts paid for interest rate caps and floors are amortized into
investment income over the life of the asset on a straight-line basis.
Unamortized costs are included in other investments on the Statutory
Statement of Financial Position. Amounts receivable and payable are accrued
as adjustments to investment income and included in the Statutory Statement
of Financial Position as other assets. Gains and losses on these contracts,
including any unamortized cost, are recognized upon termination and are
deferred and amortized through the IMR over the remaining life of the
associated cap or floor agreement. At December 31, 1998 and 1997, the company
had agreements with notional amounts of $4,337.9 million and $3,348.6
million, respectively. The Company's credit risk exposure on these agreements
is limited to the unamortized costs of $22.7 million and $18.2 million at
December 31, 1998 and 1997, respectively. The fair values of these
instruments were $43.9 million and $23.4 million at December 31, 1998 and
1997, respectively.

FF-15
<PAGE>

Notes To Statutory Financial Statements (Continued)

The Company enters into forward U.S. Treasury, and Government National
Mortgage Association ("GNMA") and Federal National Home Mortgage Association
("FNMA") commitments for the purpose of managing interest rate exposure. The
Company generally does not take delivery on forward commitments. These
commitments are instead settled with offsetting transactions. Gains and
losses on forward commitments are recorded when the commitment is closed and
amortized through the IMR over the remaining life of the asset. At December
31, 1998 and 1997, the Company had U. S. Treasury, GNMA and FNMA purchase
commitments which will settle during the following year with contractual
amounts of $603.4 million and $1,100.7 million, respectively. The fair values
of these commitments were $604.1 million and $1,117.6 million, including net
unrealized gains of $0.7 million and $16.9 million at December 31, 1998 and
1997, respectively.

The Company utilizes other agreements to reduce exposures to various risks.
Notional amounts relating to these agreements totaled $384.2 million and
$385.6 million at December 31, 1998 and 1997, respectively. The fair values
of these instruments resulted in an unrealized gain of $7.2 million at
December 31, 1998 and an unrealized loss of $6.8 million at December 31,
1997.

The Company is exposed to credit-related losses in the event of
nonperformance by counterparties to derivative financial instruments. This
exposure is limited to contracts with a positive fair value. The amounts at
risk in a net gain position were $272.5 million and $146.7 million at
December 31, 1998 and 1997, respectively. The Company monitors exposure to
ensure counterparties are credit worthy and concentration of exposure is
minimized. Additionally, collateral positions have been obtained with
counterparties when considered prudent.

8. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES

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

MassMutual accounts for the value of its investments in subsidiaries at their
underlying net equity. Operating results for such subsidiaries are reflected
as net unrealized capital gains in the Statement of Changes in Policyholders'
Contingency Reserves. Net investment income is recorded by MassMutual to the
extent that dividends are declared by the subsidiaries. The Company holds
debt issued by MMHC and its subsidiaries of $1,111.3 million and $792.4
million at December 31, 1998 and 1997, respectively.

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

1998 1997
-------- --------
(In Millions)
Domestic Life Insurance Subsidiaries:

Total revenue $ 1,151.4 $ 1,086.9
Net income (loss) $ (3.2) $ 1.1
Assets $ 4,741.4 $ 3,766.8
Other Subsidiaries:

Total revenue $ 1,137.4 $ 967.2
Net income $ 73.6 $ 75.4
Assets $ 2,839.5 $ 2,018.8

FF-16
<PAGE>

Notes To Statutory Financial Statements (Continued)

9. REINSURANCE

The Company has reinsurance agreements with other insurance companies in the
normal course of business. In addition, the Company cedes the remainder of
its group life and health business to UniCARE. Premiums, benefits to
policyholders and provisions for future benefits are stated net of
reinsurance. The Company remains liable to the insured for the payment of
benefits if the reinsurer cannot meet its obligations under the reinsurance
agreements. Total premiums ceded were $183.9 million in 1998, $294.6 million
in 1997 and $793.5 million in 1996.

10. BUSINESS RISKS 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 in and 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.

11. SUBSIDIARIES AND AFFILIATED COMPANIES

A summary of ownership and relationship of the Company and its subsidiaries
and affiliated companies as of December 31, 1998 is illustrated below. The
Company provides management or advisory services to these companies.
Subsidiaries are wholly-owned, except as noted.

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

Subsidiaries of Massachusetts Mutual Life Insurance Company
-----------------------------------------------------------
CM Assurance Company
CM Benefit Insurance Company
C.M. Life Insurance Company
MassMutual Holding Company
MassMutual of Ireland, Limited
MML Bay State Life Insurance Company
MML Distributors, LLC
MassMutual Mortgage Finance, LLC

Subsidiaries of MassMutual Holding Company
------------------------------------------
GR Phelps & Co., Inc.
MassMutual Holding Trust I
MassMutual Holding Trust II
MassMutual Holding MSC, Inc.
MassMutual International, Inc.
MML Investor Services, Inc.

FF-17
<PAGE>

Notes To Statutory Financial Statements (Continued)

Subsidiaries of MassMutual Holding Trust I
------------------------------------------
Antares Capital Corporation - 99.4%
Charter Oak Capital Management, Inc. - 80.0%
Cornerstone Real Estate Advisors, Inc.
DLB Acquisition Corporation - 85.8%
Oppenheimer Acquisition Corporation - 89.36%

Subsidiaries of MassMutual Holding Trust II
-------------------------------------------
CM Advantage, Inc.
CM International, Inc.
CM Property Management, Inc.
HYP Management, Inc.
MMHC Investments, Inc.
MML Realty Management
Urban Properties, Inc.
MassMutual Benefits Management, Inc.

Subsidiaries of MassMutual International, Inc.
----------------------------------------------
Compensa de Seguros de Vida S.A. - 33.5%
MassLife Seguros de Vida (Argentina) S.A.
MassMutual International (Bermuda) Ltd.
Mass Seguros de Vida (Chile) S.A. - 33.5%
MassMutual International (Luxembourg) S.A.

MassMutual Holding MSC, Inc.
----------------------------
MassMutual Corporate Value Limited - 40.93%
9048 - 5434 Quebec, Inc.
1279342 Ontario Limited

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

FF-18
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

Article V of the By-laws of MassMutual provide for indemnification of directors
and officers as follows:

Article V. Subject to limitations of law, the Company shall indemnify:

a) each director, officer or employee;

b) any individual who serves at the request of the Company as a
Secretary, a director, board member, committee member, officer or
employee of any organization or any separate investment account,
or;

c) any individual who serves in any capacity with respect to
employee benefit plans;

from and against all loss, liability and expense imposed upon or
incurred by such person in connection with any action, claim or
proceeding of any nature whatsoever, in which such person may be
involved or with which he or she may be threatened, by reason of any
alleged act, omission or otherwise while serving in any such capacity.

Indemnification shall be provided although the person no longer serves
in such capacity and shall include protection for the person's heirs
and legal representatives. Indemnities hereunder shall include, but
not be limited to, all costs and reasonable counsel fees, fines,
penalties, judgments or awards of any kind, and the amount of
reasonable settlements, whether or not payable to the Company or to
any of the other entities described in the preceding paragraph, or to
the policyholders or security holders thereof.

Notwithstanding the foregoing, no indemnification shall be provided with respect
to:

(1) any matter as to which the person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that
his or her action was in the best interests of the Company or, to the
extent that such matter relates to service with respect to any employee
benefit plan, in the best interests of the participants or beneficiaries of
such employee benefit plan;

(2) any liability to any entity which is registered as an investment
company under the Federal Investment Company Act of 1940 or to the security
holders thereof, where the basis for such liability is willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of office; and

(3) any action, claim or proceeding voluntarily initiated by any person
seeking indemnification, unless such action, claim or proceeding had been
authorized by the Board of Directors or unless such person's
indemnification is awarded by vote of the Board of Directors.

31
<PAGE>

In any matter disposed of by settlement or in the event of an adjudication which
in the opinion of the General Counsel or his delegate does not make a sufficient
determination of conduct which could preclude or permit indemnification in
accordance with the preceding paragraphs (1), (2), and (3), the person shall be
entitled to indemnification unless, as determined by the majority of the
disinterested directors or in the opinion of counsel (who may be an officer of
the Company or outside counsel employed by the Company), such person's conduct
was such as precludes indemnification under any of such paragraphs.

The Company may at its option indemnify for expenses incurred in connection with
any action or proceeding in advance of its final disposition, upon receipt of a
satisfactory undertaking for repayment if it be subsequently determined that the
person thus indemnified is not entitled to indemnification under this Article V.

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

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

Massachusetts Mutual Life Insurance Company hereby represents that fees and
charges deducted under the flexible premium variable adjustable life insurance
policies described in this Registration Statement, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Massachusetts Mutual Life Insurance Company.

32
<PAGE>

CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 1

This Post-Effective Amendment is comprised of the following documents:

The Facing Sheet.

Cross-reference to items required by Form N-8B-2.

The Prospectus consisting of 50 pages.

The Undertaking to File Reports.

The undertaking pursuant to Rule 484 under the Securities Act of 1933.

Representation under Section 26(e)(2)(A) of the Investment Company Act of 1940.

The Signatures.

Written Consents of the Following Persons:

1. Independent accountants, PricewaterhouseCoopers LLP.

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

3. Opinion opining as to actuarial matters contained in the
Post-Effective Amendment by John M. Valencia, Assistant Vice
President.

The following Exhibits:

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

A. (1) Resolution of Board of Directors of MassMutual establishing the
Separate Account (3)

(2) Not applicable.

(3) Form of Distribution Agreements:

(a)(1) Form of Distribution Servicing Agreement between MML
Distributors, LLC, and MassMutual.(2)

(a)(2) Co-Underwriting Agreement between MML Investors Services,
Inc. and MassMutual.(2)

(a)(3) Variable Products Dealer Agreement.(1)

(b) Not applicable.

(4) Not applicable.

(5) Form of Flexible Premium Variable Adjustable Life Insurance
Policy. (1)

33
<PAGE>

(6) (a) Certificate of Incorporation of MassMutual. (3)

(b) By-Laws of MassMutual. (3)

(7) Not applicable.

(8) (a) Participation Agreement with Oppenheimer Variable Account
Funds. (1)
(b) Form of Participation Agreement with Panorama Series Fund,
Inc. (3)
(c) Participation Agreement with T. Rowe Price Equity Series,
Inc., and T. Rowe Price Fixed Income Series, Inc. (1)
(d) Participation Agreement with MFS Variable Insurance Trust.
(1)
(e) Form of Participation Agreement with Goldman Sachs
(f) Variable Insurance Trust. (1)
(g) Participation Agreement with Fidelity Variable Insurance
Products Fund II. (1)

(9) Not applicable.

(10) Form of Application for Flexible Premium Variable Adjustable Life
Insurance Policy. (1)

(11) Memorandum describing MassMutual's issuance, transfer, and
redemption procedures for the Policy. (1)

2. Opinion and Consent of Counsel as to the legality of the securities
being registered. (6)

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

4. Not applicable.

5. Opinion and consent of John M. Valencia opining as to the
illustrations pertaining to the securities being registered. (6)

6. Consent of Independent Accountants, PricewaterhouseCoopers LLP. (6)

7. (i) Powers of Attorney. (3)
(ii) Power of Attorney for Roger G. Ackerman. (4)
(iii) Power of Attorney for Robert J. O'Connell and Thomas B. Wheeler
(5)

(1) Incorporated by Reference to Initial Registration Statement No. 333-65887,
filed on October 20, 1998.

(2) Incorporated by reference to Post-Effective Amendment Number 2 to
Registration Statement No. 33-87904 filed on February 28, 1997.

(3) Incorporated by reference to Registration Statement No. 333-22557, filed on
February 28, 1997.

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

(5) Incorporated by reference to Pre-Effective Amendment Number 1 to
Registration Statement No. 333-65887 filed on January 28, 1999.

(6) Filed herewith.

34
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Massachusetts Mutual Variable Life Separate Account I, certifies that it meets
all of the requirements for effectiveness of this Post-Effective Amendment No. 1
pursuant to Rule 485(b) under the 1933 act and has caused this Post-Effective
Amendment No.1 to Registration Statement No. 333-65887 to be signed on its
behalf by the undersigned thereunto duly authorized, all in the city of
Springfield and the Commonwealth of Massachusetts, on the 22nd day of April,
1999.

MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
(Depositor)

By: /s/ Robert J. O'Connell*
------------------------
Robert J. O'Connell, President and Chief Executive Officer
Massachusetts Mutual Life Insurance Company

/s/ Richard M. Howe On April 22, 1999, as Attorney-in-Fact pursuant to
- ------------------- powers of attorney.
*Richard M. Howe

As required by the Securities Act of 1933, this Post-Effective Amendment
No. 1 to Registration Statement No. 333-65887 has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert J. O'Connell* President and Chief Executive Officer April 22, 1999
- -------------------------
Robert J. O'Connell

/s/ Joseph M. Zubretsky* Executive Vice President, April 22, 1999
- ------------------------- Chief Financial Officer &
Joseph M. Zubretsky Chief Accounting Officer

/s/ Roger G. Ackerman* Director April 22, 1999
- -------------------------
Roger G. Ackerman

/s/ James R. Birle* Director April 22, 1999
- -------------------------
James R. Birle

/s/ Gene Chao* Director April 22, 1999
- -------------------------
Gene Chao, Ph.D.

/s/ Patricia Diaz Dennis* Director April 22, 1999
- -------------------------
Patricia Diaz Dennis

/s/ Anthony Downs* Director April 22, 1999
- -------------------------
Anthony Downs

/s/ James L. Dunlap* Director April 22, 1999
- -------------------------
James L. Dunlap

/s/ William B. Ellis* Director April 22, 1999
- -------------------------
William B. Ellis, Ph.D.
</TABLE>

35
<PAGE>

<TABLE>
<S> <C> <C>
/s/ Robert M. Furek* Director April 22, 1999
- -------------------------
Robert M. Furek

/s/ Charles K. Gifford* Director April 22, 1999
- -------------------------
Charles K. Gifford

/s/ William N. Griggs* Director April 22, 1999
- -------------------------
William N. Griggs

/s/ George B. Harvey* Director April 22, 1999
- -------------------------
George B. Harvey

/s/ Barbara B. Hauptfuhrer* Director April 22, 1999
- -------------------------
Barbara B. Hauptfuhrer

/s/ Sheldon B. Lubar* Director April 22, 1999
- -------------------------
Sheldon B. Lubar

/s/ William B. Marx, Jr.* Director April 22, 1999
- -------------------------
William B. Marx, Jr.

/s/ John F. Maypole* Director April 22, 1999
- -------------------------
John F. Maypole

/s/ Thomas B. Wheeler* Director April 22, 1999
- -------------------------
Thomas B. Wheeler

/s/ Alfred M. Zeien* Director April 22, 1999
- -------------------------
Alfred M. Zeien

/s/ Richard M. Howe On April 22, 1999, as Attorney-in-Fact pursuant to
- ------------------------- powers of attorney.
*Richard M. Howe
</TABLE>

36
<PAGE>

REPRESENTATION BY REGISTRANT'S COUNSEL

As counsel to the Registrant, I, James M. Rodolakis, have reviewed this
Post-Effective Amendment No. 1 to Registration Statement No. 333-65887 and I
represent, pursuant to the requirement of paragraph (e) of Rule 485 under the
Securities Act of 1933, that this Amendment does not contain disclosures which
would render it ineligible to become effective pursuant to paragraph (b) of said
Rule 485.

/s/ James M. Rodolakis
-----------------------------
James M. Rodolakis
Counsel
Massachusetts Mutual Life Insurance Company

37
<PAGE>

EXHIBIT LIST

99.2. Opinion and Consent of James M. Rodolakis.

99.C.6. Opinion and Consent of John M. Valencia.

99.C.1. Consent of Independent Accountants, PricewaterhouseCoopers LLP.

<PAGE>

EXHIBIT 99.2
Opinion and Consent of James M. Rodolakis.

[MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY LETTERHEAD]

April , 1999

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 06154

Dear Sirs/Madame:

RE: Post-Effective Amendment No. 1 to Registration Statement No. 333-65887
filed on Form S-6

Ladies and Gentlemen:

This opinion is furnished in connection with the filing of Post-Effective
Amendment No. 1 to Registration Statement No. 333-65887 under the Securities Act
of 1933 for Massachusetts Mutual Life Insurance Company's ("MassMutual")
Variable Rider to Group Flexible Premium Adjustable Life Insurance Certificate
(the "Policies"). Massachusetts Mutual Variable Life Separate Account I issues
the Policies.

As Counsel for MassMutual, I provide legal advice to MassMutual in connection
with the operation of its variable products. In such role I am familiar with the
Post-Effective Amendment for the Policies. In so acting, I have made such
examination of the law and examined such records and documents as in my judgment
are necessary or appropriate to enable me to render the opinion expressed below.
I am of the following opinion:

1. MassMutual is a valid and subsisting corporation, organized and operated
under the laws of the Commonwealth of Massachusetts and is subject to regulation
by the Massachusetts Commissioner of Insurance.

2. Massachusetts Mutual Variable Life Separate Account I is a separate account
validly established and maintained by MassMutual in accordance with
Massachusetts law.

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

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

Very truly yours,

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

<PAGE>

Exhibit 99.C.1.
Consent of Independent Accountants, PricewaterhouseCoopers LLP.

To the Board of Directors of
Massachusetts Mutual Life Insurance Company

We consent to the inclusion in this Post-Effective Amendment No. 1 to the
Registration Statement of Massachusetts Mutual Variable Life Separate Account I
(Strategic Variable Life Plus segment) on Form S-6 (Registration No. 333-
65887), of our report dated February 25, 1999, on our audits of the statutory
financial statements of Massachusetts Mutual Life Insurance Company, which
includes explanatory paragraphs relating to the use of statutory accounting
practices, which differ from generally accepted accounting principles. We also
consent to the reference to our Firm under the caption "Experts."

PricewaterhouseCoopers LLP

Springfield, MA
April 27, 1999

<PAGE>

Exhibit 99.C.6.
Opinion and Consent of John M. Valencia

April, 1999

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111

Ladies and Gentlemen:

This opinion is furnished in connection with Post-Effective Amendment No. 1 to
Registration Statement No. 333-65887 for Massachusetts Mutual Life Insurance
Company's Flexible Premium Variable Adjustable Life Insurance Policies (the
"Policies") under the Securities Act of 1933. The prospectus included in the
post-effective amendment describes the Policies. I am familiar with the forms of
the Policies and the prospectus.

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

I hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 1 to Registration Statement No. 333-65887, and to the reference of
my name under the heading "Experts" in the prospectus.

Sincerely,

/s/ John M. Valencia
- ---------------------------
John M. Valencia, FSA, MAAA
Assistant Vice President