PANORAMA PLUS SEPARATE ACCOUNT, 485BPOS, 2000-04-25

PANORAMA PLUS SEPARATE ACCOUNT
485BPOS, 2000-04-25

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Registration No. 33-45122

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Post-Effective Amendment No. 10

and

REGISTRATION STATEMENT

Under

The Investment Company Act of 1940

Amendment No. 10

Panorama Plus Separate Account

(Exact Name of Registrant)

C.M. Life Insurance Company

(Name of Depositor)

140 Garden Street, Hartford, CT 06154

(Address of Depositor’s Principal Executive Offices)

Depositor’s Telephone Number, including Area Code: 1-800-234-5606

Ann F. Lomeli, Secretary

C.M. Life Insurance Company

140 Garden Street

Hartford, Connecticut 06154

Approximate date of proposed public offering: Continuous.

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, 2000 pursuant to paragraph (b) of Rule 485

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

¨ on (date) pursuant to paragraph (a) of the Rule 485

If appropriate, check the following box:

¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

CROSS REFERENCE TO ITEMS

REQUIRED BY FORM N-4

N-4 Item		Caption in Prospectus
1		Cover Page

2		Index of Special Terms

3		Table of Fees and Expenses

4		Condensed Financial Information; Performance

5		The Company; Investment Choices

6		Expenses; Distributors

7		Ownership; Purchasing a Contract; Voting Rights; Reservation of Rights; Contract Value; Cover Page

8		The Income Phase

9		Death Benefit

10		The Accumulation Phase; Distributors

11		Highlights; Withdrawals

12		Taxes

13		Legal Proceedings

14		Additional Information

		Caption in Statement of Additional Information
15		Cover Page

16		Table of Contents

17		General Information

18		Distribution; Experts

19		Purchase of Securities Being Offered

20		Distribution

21		Performance Measures

22		Annuity Units and Unit Values

23		Financial Statements

PART A

INFORMATION REQUIRED IN A PROSPECTUS

C.M. Life Insurance Company

Panorama Plus Separate Account

Panorama Plus Variable Annuity

This prospectus describes the Panorama Plus variable annuity contract offered by C.M. Life Insurance Company. We will issue this contract as an individual or a group flexible premium deferred variable annuity depending on the state where we issue the contract. It provides for accumulation of contract value and annuity payments on a fixed and variable basis.

You, the contract owner, have a number of investment choices in this contract. These investment choices include the general account that is subject to an interest rate factor adjustment, as well as the following ten funds which are offered through our separate account, Panorama Plus Separate Account. You may maintain contract value in a maximum of ten investment choices at any one time.

American Century Variable Portfolios, Inc.

Ÿ	American Century VP Income & Growth Fund

Fidelity® Variable Insurance Products Fund II

Ÿ	VIP II Contrafund® Portfolio—Initial Class

Oppenheimer Variable Account Funds

Ÿ	Oppenheimer Bond Fund/VA

Ÿ	Oppenheimer Main Street® Growth & Income Fund/VA

Ÿ	Oppenheimer Money Fund/VA

Panorama Series Fund, Inc.

Ÿ	Oppenheimer International Growth Fund/VA

Ÿ	Panorama Government Securities Portfolio

Ÿ	Panorama Growth Portfolio

Ÿ	Panorama Total Return Portfolio

T. Rowe Price Equity Series, Inc.

Ÿ	T. Rowe Price Mid-Cap Growth Portfolio

Please read this prospectus before investing. You should keep it for future reference. It contains important information about the Panorama Plus contract. To learn more about the Panorama Plus contract, you can obtain a copy of the Statement of Additional Information (SAI), dated May 1, 2000. We filed the SAI with the Securities and Exchange Commission (SEC) and it is legally a part of this prospectus. The SEC maintains a Web site (http://www.sec.gov) that contains the SAI, material incorporated by reference and other information regarding companies that file electronically with the SEC. The Table of Contents of the SAI is on page 31 of this prospectus. For a free copy of the SAI, or for general inquiries, call our Annuity Service Center at (800) 366-8226 or write to: Panorama Plus, Annuity Products, W562, P.O. Box 9067, Springfield, Massachusetts 01102-9067.

The contracts:

Ÿ	are not bank deposits.

Ÿ	are not federally insured.

Ÿ	are not endorsed by any bank or governmental agency.

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

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

May 1, 2000.

Table Of Contents

		Page

Index of Special Terms		3

Highlights		4

Panorama Plus Separate Account – Table of Fees and Expenses		5

The Company		9

The Panorama Plus Deferred Variable Annuity Contract – General Overview		9

Ownership of the Contract		10

Owner		10
Annuitant		10
Contingent Annuitant		10
Beneficiary		10

Purchasing a Contract		11

Purchase Payments		11
Allocation of Purchase Payments		11

Investment Choices		12

The Separate Account		12
The Funds		12
The General Account		14

Contract Value		15

Accumulation Units		15
Minimum Contract Value		15
Transfers		15
Transfers During the Accumulation Phase		15
Transfers During the Income Phase		16
Dollar Cost Averaging Program		16
Withdrawals		17
Systematic Withdrawal Program		17

Expenses		19

Insurance Charges		19
Mortality and Expense Risk Charge		19
Administrative Expense Charge		19
Contract Maintenance Fee		19
Surrender Charge		19
Free Withdrawals		20
Window Period		20
Interest Rate Factor Adjustment		21
Premium Taxes		21
Transfer Fee		21

Income Taxes		21
Fund Expenses		21

The Income Phase		22

Fixed Annuity Payments		22
Variable Annuity Payments		22
Annuity Unit Value		23
Annuity Options		23

Death Benefit		24

Death Benefit During the Accumulation Phase		24
Death of Contract Owner		24
Death of Annuitant		24
Death Benefit Options		25
Death of Annuitant on or after the Annuity Income Date		25

Taxes		26

Annuity Contracts in General		26
Qualified and Non-Qualified Contracts		26
Withdrawals – Non-Qualified Contracts		26
Withdrawals – Qualified Contracts		27
Withdrawals – Tax Sheltered Annuities		27
Withdrawals – Texas Optional Retirement Program		28

Other Information		29

Terminal Illness Benefit		29
Performance		29
Standardized Total Returns		29
Nonstandard Total Returns		29
Yield and Effective Yield		29
Related Performance		29
Distributors		30
Electronic Transmission of Application Information		30
Assignment		30
Misstatement of Age or Sex		30
Voting Rights		30
Reservation of Rights		30
Suspension of Payments or Transfers		31
Legal Proceedings		31
Financial Statements		31
Additional Information		31

Appendix A –
Condensed Financial Information		A-1

Table Of Contents

Index Of Special Terms

We have tried to make this prospectus as readable and understandable for you as possible. By the very nature of the contract, however, certain technical words or terms are unavoidable. We have identified the following as some of these words or terms. The page that is indicated here is where we believe you will find the best explanation for the word or term.

		Page

Accumulation Phase		9

Accumulation Unit		15

Annuitant		10

Annuity Income Date		22

Annuity Options		23

Annuity Payments		22

Annuity Service Center		1

Annuity Unit Value		23

Contract Issue Date		11

Free Withdrawals		20

Income Phase		22

Interest Rate Factor Adjustment		21

Non-Qualified		26

Purchase Payment		11

Qualified		26

Separate Account		12

Tax Deferral		9

Window Period		20

Index Of Special Terms

Highlights

This prospectus describes the general provisions of the Panorama Plus contract. You may review a copy of the contract upon request.

Free Look

You have a right to examine your contract. If you change your mind about owning your contract, you can cancel it within 15 calendar days after we issue it. However, this time period may vary by state. When you cancel the contract within this time period, we will not assess a surrender charge, interest rate factor adjustment, contract maintenance fee or premium tax. You will receive back your contract value as of the business day we receive your contract and written request at our Annuity Service Center. If your state requires it or if you purchase this contract as an IRA, we will return the greater of your purchase payments less any withdrawals you took, or the contract value.

Surrender Charge

We do not deduct a sales charge when we receive a purchase payment from you. However, we may assess a surrender charge if you withdraw all of or any part of the contract value. We will deduct this charge on the business day we receive your written request for a withdrawal. The surrender charge is 5% of the amount withdrawn for the first five contract years and 0% thereafter.

Federal Income Tax Penalty

If you withdraw any of the contract value from your non-qualified contract, a 10% federal income tax penalty may be applied to the amount of the withdrawal that is includible in your gross income for tax purposes. Some withdrawals may be exempt from the penalty tax. They include any amounts:

Ÿ	paid on or after you reach age 59¹ /2;

Ÿ	paid to your beneficiary after you die;

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

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

Ÿ	paid under an immediate annuity; or

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

The Internal Revenue Code (the Code) treats any withdrawals (1) allocable to purchase payments made after August 13, 1982 in an annuity contract entered into prior to August 14, 1982 and (2) from any annuity contract entered into after August 14, 1982, as first coming from earnings and then from your purchase payments. Separate tax penalties and restrictions apply to withdrawals under qualified contracts. Please refer to the Taxes section of this prospectus for more information.

Highlights

Panorama Plus Separate Account

Table Of Fees And Expenses

Contract Owner Transaction Expenses

		Currently, no fee
	Transfer Fee:

Sales Load on Purchases:

None

Surrender Charge

(as a percentage of contract value withdrawn):

5% for contract years 1-5 and 0% thereafter

Contract Maintenance Fee:

$30 per Contract Year.

Separate Account Annual Expenses

(as a percentage of the average account value)

Mortality and Expense Risk Charge:

1.07%

Administrative Charge:

0.07%

Total Separate Account Annual Expenses:

1.14%

Table Of Fees And Expenses

Annual Fund Expenses

(as a percentage of average net assets as of December 31, 1999)

	Management Fees		Other Expenses After Expense Reimbursements		Total Operating Expenses After Expense Reimbursements

American Century VP Income & Growth Fund	0.70	%	0.00	%	0.70	%
Fidelity® VIP II Contrafund® Portfolio—Initial Class	0.58	%	0.09	%	0.67	%*

Oppenheimer Bond Fund/VA	0.72	%	0.01	%	0.73	%
Oppenheimer International Growth Fund/VA	1.00	%	0.08	%	1.08	%

Oppenheimer Main Street® Growth & Income Fund/VA	0.73	%	0.05	%	0.78	%
Oppenheimer Money Fund/VA	0.45	%	0.03	%	0.48	%

Panorama Government Securities Portfolio	0.53	%	0.17	%	0.70	%
Panorama Growth Portfolio	0.52	%	0.01	%	0.53	%

Panorama Total Return Portfolio	0.54	%	0.01	%	0.55	%
T. Rowe Price Mid-Cap Growth Portfolio	0.85	%	0.00	%	0.85	%

*A portion of the brokerage commissions that the VIP II Contrafund® Portfolio pays was used to reduce the other expenses for the Portfolio. In addition, this Portfolio has entered into arrangements with its custodian whereby credits realized as a result of uninvested cash balances were used to reduce custodian expenses. Including these reductions, the other expenses for this Portfolio would have been 0.07%, decreasing the total fund operating expenses to 0.65%.

(See the funds’ prospectuses for more information.)

In addition to the expenses indicated in the Table of Fees and Expenses, we apply an interest rate factor adjustment to the amount of your contract value in the general account that is subject to surrender charge if you make a full or partial withdrawal during the accumulation phase. We also apply an interest rate factor adjustment on the annuity income date if you apply the general account balance to a variable annuity option. We do not apply an interest rate factor adjustment if the amount withdrawn is a free withdrawal amount, or the withdrawal is made during a window period. The adjustment does not apply to contracts issued to Pennsylvania residents. The interest rate factor adjustment may increase or decrease the general account balance withdrawal proceeds.

Table Of Fees And Expenses

Examples

The following examples are designed to help you understand the expenses in the contract. The examples show the cumulative expenses you would pay assuming you invested $1,000 in a contract and allocated all of it to a fund which earned 5% each year. All the expenses shown in the table of fees and expenses, including the annual fund expenses, are assumed to apply.

In the first example, we assume that you withdrew all of your money at the end of years 1, 3, 5 or 10.

	1	3	5	10

Contrafund® Sub-Account	$71	$110	$103	$223
Government Securities Sub-Account	71	110	105	224

Growth Sub-Account	70	105	96	208
Income Sub-Account ²	72	111	106	230

Income & Growth Sub-Account	71	110	105	227
International Growth Sub-Account	75	122	125	266

Main Street Growth & Income Sub- Account	72	113	109	235
Mid-Cap Growth Sub-Account	73	115	113	243

Money Market Sub-Account ¹	69	105	94	205
Total Return Sub-Account	70	106	97	210

¹ The Money Market Sub-Account invests in the Oppenheimer Money Fund/VA.

² The Income Sub-Account invests in the Oppenheimer Bond Fund/VA.

Table Of Fees And Expenses

In this second example, we assume 1) that you did not make a withdrawal or 2) that you decided to begin the income phase at the end of each year shown. (The income phase is not available until the end of the 5th contract year.)

In the first example, we assume that you withdrew all of your money at the end of years 1, 3, 5 or 10.

	1	3	5	10

Contrafund® Account	$19	$60	$103	$223
Government Securities Sub-Account	20	61	105	227

Growth Sub-Account	18	56	96	208
Income Sub-Account ²	20	62	106	230

Income & Growth Sub-Account	20	61	105	227
International Growth Sub-Account	24	73	125	266

Main Street Growth & Income Sub-Account	21	64	109	235
Mid-Cap Growth Sub-Account	21	66	113	243

Money Market Sub-Account ¹	17	54	93	203
Total Return Sub-Account	18	56	97	210

¹ The Money Market Sub-Account invests in the Oppenheimer Money Fund/VA.

² The Income Sub-Account invests in the Oppenheimer Bond Fund/VA.

The purpose of the Table of Fees and Expenses is to assist you in understanding the various costs and expenses that you will incur. The table reflects expenses of the separate account and the funds.

The examples reflect the $30 annual contract maintenance fee as an annual charge of 0.086% of the assets. This charge is based on an anticipated average contract value of $35,000.

The examples do not reflect any premium taxes. However, premium taxes may apply.

The examples should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown.

There is an accumulation unit value history contained in Appendix A – Condensed Financial Information.

Table Of Fees And Expenses

The Company

C.M. Life Insurance Company, 140 Garden Street, Hartford, Connecticut 06154, is a stock life insurance company. It was chartered by a special Act of the Connecticut General Assembly on April 25, 1980. It is principally engaged in the sale of life insurance and annuities, and is licensed in all states except New York. The Company is a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (MassMutual).

MassMutual is a mutual life insurance company specially chartered by the Commonwealth of Massachusetts on May 14, 1851. It is currently licensed to transact life, accident, and health insurance business in all states, the District of Columbia, Puerto Rico and certain provinces of Canada. MassMutual had estimated consolidated statutory assets in excess of $70 billion and estimated total assets under management of $206.6 billion as of December 31, 1999.

The Panorama Plus Deferred Variable
Annuity Contract

General Overview

This annuity is a contract between you, the owner and us, C.M. Life. The contract is intended for retirement savings or other long-term investment purposes. In exchange for your purchase payments, we agree to pay you an income when you choose to receive it. You elect the income period beginning on a date you designate that is at least 5 years in the future from the date we issued your contract. The contract, like all deferred annuity contracts, has two phases—the accumulation phase and the income phase. Your contract is in the accumulation phase until you decide to begin receiving annuity payments. During the accumulation phase we provide a death benefit. Once you begin receiving annuity payments, your contract enters the income phase.

You are not taxed on contract earnings until you take money from your contract. This is known as tax deferral.

The contract is called a variable annuity because you can choose to allocate your purchase payments among various investment choices. Your choices include ten funds and the general account. The amount of money you are able to accumulate in your contract during the accumulation phase depends upon the investment performance of the funds you elect as well as the interest we credit on the general account.

At the beginning of the income phase, you can choose to receive annuity payments on a variable basis, fixed basis or a combination of both. If you choose variable payments, the amount of the annuity payments will fluctuate depending on the investment performance of the funds you elect for the income phase. If you elect to receive payments on a fixed basis, the payments you receive will remain level.

We may issue the contract as an individual or group flexible premium deferred variable annuity. In those states where we issue a group contract, we issue a certificate to individuals. The certificate is subject to the terms of the group contract under which we issue the certificate. You may become a participant under the group contract by completing an application and forwarding an initial purchase payment to us. The certificate we issue to a participant indicates the participant’s rights and benefits under the group contract. Terms of the group contract are controlling.

The participant as owner may exercise all rights and benefits of the certificate without the consent of the group contract owner. Unless we state otherwise, the owner of a certificate under a group Panorama Plus deferred variable annuity and the owner of an individual Panorama Plus deferred variable annuity have the same rights and benefits. As a result, the term “contract” means either an individual Panorama Plus deferred variable annuity or a certificate issued under the group Panorama Plus deferred variable annuity.

The Company/General Overview

Ownership of the Contract

Owner

The owner is named at time of application. The owner can be an individual or a non-natural person. We will not issue a contract to you if you have reached your 85th birthday as of the date we proposed to issue the contract.

As the owner of the contract, you exercise all rights under the contract. The owner names the beneficiary. You may change the owner of the contract at any time prior to the annuity date by written request. If you change the owner, the change is subject to our underwriting rules. Changing the owner may result in tax consequences. On and after the annuity income date, you continue as the owner.

Annuitant

The annuitant is the person on whose life we base annuity payments. You designate the annuitant at the time of application. We will not issue a contract to you if the proposed annuitant has reached his/her 85th birthday as of the date we proposed to issue the contract. You may change the annuitant before the annuity income date, subject to our underwriting rules. However, the annuitant may not be changed on a contract owned by a non-natural person.

Contingent Annuitant

You may name a contingent annuitant. If the annuitant dies before the annuity income date, the contingent annuitant will receive all benefits otherwise due the annuitant, providing he/she is less than 85 years of age on the date the annuitant died.

Beneficiary

The beneficiary is the person(s) or entity you name to receive any death benefit. You name the beneficiary at the time of application. Unless an irrevocable beneficiary has been named, you can change the beneficiary at any time before you die.

After we receive proof of death, the beneficiary has the exclusive right to:

Ÿ	appoint a contingent beneficiary who would succeed to the beneficiary’s interest if the beneficiary dies; and

Ÿ	make transfers under the contract.

Ownership of the Contract

Purchasing a Contract

Purchase Payments

The minimum amount we accept for your initial purchase payment is $500, or $40 per month when purchased under an automatic investment plan. You can make additional purchase payments of as little as $50.

The maximum amount of cumulative purchase payments we accept without our prior approval is based on the annuitant’s age when we issued the contract. The maximum amount is:

Ÿ	$1 million up to the annuitant’s 76th birthday; or

Ÿ	$500,000 if the annuitant is age 76 or older.

You may make your initial purchase payment, along with your completed application, by giving them to your agent/broker. You may make additional purchase payment by mailing them to our Annuity Service Center. You may also instruct your bank to wire transfer funds to:

Fleet Bank, Hartford, CT

ABA #011500010

CM Life Insurance/Panorama Plus Account #00067525

Ref: (VA Contract Number)

Name: (Your Name)

We have the rights to reject any application or purchase payment.

Allocation of Purchase Payments

When you purchase your contract, you choose how we will apply your purchase payments among the investment choices. If you make additional purchase payments, we will apply them in the same way as your first purchase payment, unless you tell us otherwise.

Once we receive your purchase payment and the necessary information at our Annuity Service Center, we will issue your contract and apply your first purchase payment within 2 business days. If you do not give us all of the information we need, we will contact you to get it. If for some reason we are unable to complete this process within 5 business days, we will either send back your money or get your permission to keep it until we get all of the necessary information.

We consider the date we credit your initial purchase payment to your contract as the contract issue date. We use this contract issue date to determine contract years and contract anniversaries.

If you add more money to your contract by making additional purchase payments, we will credit these amounts to your contract on the business day we receive them at our Annuity Service Center. Our business day closes when the New York Stock Exchange closes, usually 4:00 p.m. Eastern time. If we receive your purchase payment at our Annuity Service Center on a non-business day or after the business day closes, we will credit the amount to your contract effective the next business day.

After the first contract year, we limit the amount of money that you may allocate to the general account in any one contract year to the greater of:

Ÿ	25,000; or

Ÿ	125% of the average annual purchase payments you have allocated to the general account during the last 5 contract years, or all years, if your contract is less than 5 years old.

This restriction does not apply during the window period.

Purchasing a Contract

Investment Choices

The Separate Account

We established a separate account, Panorama Plus Separate Account, to hold the assets that underlie the contracts. Our Board of Directors adopted a resolution to establish the separate account under Connecticut insurance law on September 25, 1991. We have registered the separate account with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940.

C.M. Life owns the assets of the separate account. However, those separate account assets equal to the reserves and other contract liabilities are not chargeable with liabilities arising out of any other business we may conduct. All the income, gains and losses (realized or unrealized) resulting from these assets are credited to, or charged against, the contracts and not against any other contracts we may issue.

The separate account is currently divided into 10 sub-accounts. Each of these sub-accounts invests in a fund. You bear the complete investment risk for purchase payments that you allocate to a fund.

The Funds

The contract offers 10 funds which are listed below. We may add additional funds in the future.

American Century Variable Portfolios, Inc.

American Century Variable Portfolios, Inc. (“American Century VP”) was organized as a Maryland Corporation in 1987 and is a diversified, open-end management investment company. American Century Management, Inc. (“American Century”) is the investment manager of American Century VP. American Century has been providing investment advisory services to investment companies and institutional investors since founded in 1958. American Century’s

address is American Century Tower, 4500 Main Street, Kansas City, Missouri 64111.

American Century VP Income & Growth Fund. The American Century VP Income & Growth Fund seeks dividend growth, current income and capital appreciation by investing in common stocks.

Fidelity® Variable Insurance Products Fund II

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

Fidelity Management & Research Company (“FMR”) is the investment adviser to Fidelity VIP II Contrafund® Portfolio. FMR is the management arm of Fidelity Investments®. Fidelity Investments has its principal business address at 82 Devonshire Street, Boston, MA 02109.

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 subadvisors for Fidelity VIP II Contrafund® Portfolio.

Fidelity VIP II Contrafund® Portfolio—Initial Class. 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.

Oppenheimer Variable Account Funds

Oppenheimer Variable Account Funds (“Oppen-heimer Funds”) is an investment company consisting of ten separate series of shares known as funds. OppenheimerFunds, Inc. (“OFI”) is the investment adviser to the Oppenheimer Funds.

OFI has operated as an investment adviser since 1959 and, together with a subsidiary, manages investment companies with over $120 billion in assets and over 5 million shareholder accounts as of December 31, 1999. OFI is owned by Oppen-heimer Acquisition Corporation, a holding company that is owned in part by senior officers for OFI and controlled by MassMutual. The address of OFI is Two World Trade Center, New York, NY 10048-0203.

Oppenheimer Bond Fund/VA. The Oppenheimer Bond Fund/VA seeks a high level of current income. The Fund seeks capital appreciation when consistent with its primary objective of high current income. This Fund invests mainly in investment grade debt securities.

Oppenheimer Main Street® Growth & Income Fund/VA. The Oppenheimer Main Street Growth & Income Fund/VA seeks high total return (which includes growth in the value of its shares as well as current income) from equity and debt securities.

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

Panorama Series Fund, Inc.

Panorama Series Fund, Inc. (“Panorama Fund”) is an open-end investment company. OFI is also the investment adviser to the Panorama Fund.

Oppenheimer International Growth Fund/VA. The Oppenheimer International Growth Fund/VA 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 Government Securities Portfolio. The Panorama Government Securities Portfolio seeks a high level of current income with a high degree of safety of principal, by investing primarily in U.S. Government securities and U.S. Government related securities.

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 the total investment return (including both capital appreciation and income) by allocating its assets among stocks, corporate bonds, U.S. Government securities and its instrumentalities, and money market instruments according to changing market conditions.

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 is a separate series of shares of T. Rowe Price Equity Series, Inc. T. Rowe Price Associates, Inc. was founded in 1937 and is the investment adviser to the Portfolio. Its business address is 100 East Pratt Street, Baltimore, MD 21202.

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

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

Investment Choices

The General Account

Amounts that you allocate to the general account become part of our general account assets and are subject to the claims of all our creditors. All of our general account assets will be available to fund benefits under a contract.

You can also make transfers of your contract value into the general account. You do not participate in the investment performance of the assets in the general account. Instead, we credit your contract with interest at a specified rate that we declare in advance. We guarantee this rate will be at least 3% per year. We may credit a higher rate of interest at our discretion.

Any part of your contract value that is held in the general account is subject to an interest rate factor adjustment. We explain the interest rate factor adjustment later in this prospectus and in the attached prospectus for the fixed account with interest rate factor adjustment.

Investment Choices

Contract Value

Your contract value is the sum of your value in the separate account and the general account.

Your value in the separate account will vary depending on the investment performance of the funds you choose. In order to keep track of your contract value, we use a unit of measure called an accumulation unit. During the income phase of your contract we call the unit an annuity unit.

Accumulation Units

Every business day we determine the value of an accumulation unit for each of the funds. Changes in the accumulation unit value reflect the investment performance of the fund as well as deductions for insurance and other charges.

The value of an accumulation unit may go up or down from business day to business day.

The Statement of Additional Information contains more information on the calculation of the accumulation unit value.

When you make a purchase payment to the funds, we credit your contract with accumulation units. We determine the number of accumulation units to credit by dividing the amount of the purchase payment allocated to a fund by the value of one accumulation unit for that fund. When you make a withdrawal, we deduct from your contract accumulation units representing the withdrawal amount.

We calculate the value of an accumulation unit for each fund after the New York Stock Exchange closes each business day. Any change in the accumulation unit value will be reflected in your contract value.

Example:

On Monday we receive an additional purchase payment of $5,000 from you. You have told us you want this to go to the Oppenheimer Bond Fund/VA. When the New York Stock Exchange closes on that Monday, we determine that the value of an accumulation unit for the Oppen-heimer Bond Fund/VA is $13.90. We then divide $5,000 by $13.90 and credit your contract on Monday night with 359.71 accumulation units for the Oppenheimer Bond Fund/VA.

Minimum Contract Value

You must maintain a minimum contract value of $250 during the accumulation phase of your contract. If you fail to do so, we may, upon 60 days notice, return your contract value less any applicable fees or charges. Your contract will continue in force if you make purchase payments that restore your contract value to the minimum contract value within 60 days of the notice date.

Transfers

You can transfer all or part of your contract value. You can make transfers by telephone or by other means we authorize. To make transfers other than by telephone, you must submit a written request. We will use reasonable procedures to confirm that instructions given to us are genuine. We may be liable for any losses due to unauthorized or fraudulent instructions, if we fail to use such procedures. We may tape record all telephone instructions.

We reserve the right to restrict the transfer privilege or to eliminate it entirely.

Transfers During the Accumulation Phase

You, or the beneficiary if a death benefit has become payable, may transfer all or part of the assets in a fund or the general account. You can make a transfer to or from the general account and to or from any fund. We currently do not limit the number of times a year you may make transfers. We currently do not impose a fee on transfers during the accumulation phase. However, we reserve the right to charge a fee in the future.

The following rules apply to any transfer during the accumulation phase:

1.	The minimum amount that you may transfer is $100.

2.	The total amount that you may transfer to or from the general account is limited to the greater of:

Contract Value

$25,000, or

30% of the general account balance at the end of the previous contract year.

3.	We only allow transfers between competing accounts during the window period. For this purpose, we consider the general account and the Oppenheimer Money Fund/VA “competing accounts”.

The window period is the last 30 days of each 5-year period.

4.	We restrict other transfers involving any competing account for certain periods:

for a period of 90 days following a transfer out of a competing account, you may not transfer into the other competing account.

for a period of 90 days following a transfer into a competing account, you may not transfer out of the other competing account.

You may maintain contract value in a maximum of 10 investment choices at any one time. Therefore, you may maintain contract value in a maximum of 10 funds at any one time or 9 funds and the general account at any one time. If you want to transfer contract value to an eleventh investment choice, you must transfer 100% of your contract value from one or more of your current investment choices.

Your transfer is effective on the business day at the accumulation unit value next determined after we receive your fully completed request at our Annuity Service Center. Our business day closes when the New York Stock Exchange closes, usually 4:00 p.m. Eastern time. If we receive your fully completed request at our Annuity Service Center on a non-business day or after our business day closes, your transfer request will be effective on the next business day.

Transfers During the Income Phase

During the income phase you may make only 1 transfer of your value in the separate account each contract year. We do not permit transfers to or from the general account. We currently do not impose a fee on transfers during the income phase. However, we reserve the right to charge a fee in the future.

We have the right to terminate or modify these transfer provisions.

Dollar Cost Averaging Program

The Dollar Cost Averaging Program allows you to systematically transfer a set amount from the general account or a elected fund to any of the other funds. By allocating amounts on a regular schedule as opposed to allocating the total amount at one particular time, you may be less susceptible to the impact of market fluctuations. The Dollar Cost Averaging Program is available only during the accumulation phase.

Dollar Cost Averaging does not assure a profit and does not protect you against loss in declining markets. Since Dollar Cost Averaging involves continuous investment in securities regardless of fluctuating price levels of such securities, you should consider your financial ability to continue the Dollar Cost Averaging Program through periods of fluctuating price levels.

We offer 3 Dollar Cost Averaging options.

1.	Fixed dollar amount transfers from one fund to one or more other fund(s). The minimum transfer amount is $100.

2.	Fixed dollar amount transfers from the general account to one or more fund(s) except the Oppenheimer Money Fund/VA. The minimum transfer is $100.

You may elect this option only during the accumulation phase at the time of your initial purchase payment into the general account or on your contract anniversary date. We must receive your written request to elect this option at least 5 business days before your contract anniversary.

We limit the amount you may transfer from the general account as follows:

In the initial contract year, you may transfer the greater of:

30% of your initial purchase payment, or

$25,000.

In subsequent contract years, you may transfer the greater of:

Contract Value

30% of your contract value in the general account at the end of the previous contract year, or

$25,000.

3.	Transfers of interest from the general account to any fund(s) except the Oppenheimer Money Fund/VA. You must have at least $5,000 in the general account on each transfer date to participate in this option. We waive the $100 minimum transfer amount for this option.

You may elect this option only:

Ÿ	at the time you make the initial purchase payment to the general account, or

Ÿ	in subsequent years, on your contract’s anniversary date.

We do not allow you to make additional transfers from the general account while Dollar Cost Averaging options 2 or 3 are in effect, unless your contract is in the window period.

You can choose the frequency at which we make the Dollar Cost Averaging transfers, i.e., monthly, quarterly, semi-annually or annually. You will also choose the specific date on which you would like the first Dollar Cost Averaging transfer to occur. However, if you elect a date that is less than 5 business days from the date the election form is received at our Annuity Service Center, we may defer the first transfer for one month. If you do not elect a start date, we will automatically start the Dollar Cost Averaging Program within 5 business days from the date we receive your election form. You may make changes to your election, including termination of the program, by written request.

The Dollar Cost Averaging option will terminate:

Ÿ	if you withdraw your total contract value;

Ÿ	if we have made the last transfer you elected;

Ÿ	if there is insufficient contract value to make the transfer;

Ÿ	upon your death or the annuitant’s death;

Ÿ	if we receive from you a written request to terminate the program at our Annuity Service Center at least 5 business days prior to the next transfer date;

Ÿ	if for option 3, your contract value in the general account falls below $5,000; or

Ÿ	if you begin receiving annuity payments.

We currently do not charge you for participation in the Dollar Cost Averaging Program. However, we reserve the right to charge for this feature in the future. We have the right to modify, terminate or suspend the Dollar Cost Averaging Program.

Withdrawals

During the accumulation phase you may make either partial or total withdrawals of your contract value. Your withdrawal request is effective on the business day we receive your fully completed surrender form at our Annuity Service Center. If we receive your request at our Annuity Service Center on a non-business day or after our business day closes, your withdrawal request will be effective on the next business day. We will pay any withdrawal amount within 7 days of our receipt of your fully completed surrender form at our Annuity Service Center unless we are required to suspend or postpone withdrawal payments.

Unless you instruct us otherwise, we will take any partial withdrawal proportionally from your contract value in the funds and the general account. The minimum amount that you may withdraw from the separate account or general account is $100. We require that after you make a partial withdrawal you keep at least $250 in the contract. Partial withdrawals are subject to a surrender charge.

When you make a total withdrawal you will receive your contract value:

Ÿ	less any applicable surrender charge;

Ÿ	less any applicable premium tax;

Ÿ	less any contract maintenance fee, and

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

We also apply the interest rate factor adjustment to amounts withdrawn from the general account, unless you withdraw amounts during the window period.

Systematic Withdrawal Program

This program provides for an automatic monthly, quarterly, semi-annual or annual payment to you from your contract of at least $100. Currently, we do not charge for this program, but we reserve the right to charge in the future.

Contract Value

You may elect to begin the Systematic Withdrawal Program on or after your first contract anniversary. We will begin systematic withdrawals on the date you elect as long as we receive a fully completed written request at least 5 business days prior to the date you elected. If the start date you elect is less than 5 days after we receive your written request, we may postpone the start of your systematic withdrawals for one month. If you do not elect a start date, we will automatically begin systematic withdrawals within 5 business days after we receive your request.

Your systematic withdrawal program ends:

Ÿ	if you withdraw your total contract value;

Ÿ	upon your death or the annuitant’s death;

Ÿ	if we process the last withdrawal you elected;

Ÿ	if your value in a elected fund or the general account is insufficient to complete the withdrawal;

Ÿ	if you begin receiving annuity payments;

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

The Systematic Withdrawal Program is available only during the accumulation phase. Withdrawals in excess of your free withdrawal amount may be subject to a surrender charge and interest rate factor adjustment.

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

Contract Value

Expenses

There are charges and other expenses associated with the contracts that reduce the return on your investment in the contract. These charges and expenses are:

Insurance Charges

Each business day we deduct our insurance charges from the assets of the separate account. We do this as part of our calculation of the value of the accumulation units and the annuity units. The insurance charge has two parts: (1) the mortality and expense risk charge and (2) the administrative expense charge.

Mortality and Expense Risk Charge

This charge is equal, on an annual basis, to 1.07% of the daily value of the assets invested in each fund, after fund expenses are deducted. This charge is for:

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

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

We reserve the right to increase the mortality and expense risk charge. We will not increase it above 1.25% of the daily value of the assets invested in each fund, after fund expenses are deducted. If the mortality and expense risk charge is not sufficient, then we will bear the loss. However, we do expect to profit from this charge.

Administrative Expense Charge

This charge is equal, on an annual basis, to 0.07% of the daily value of the contracts invested in each fund, after fund expenses are deducted. We assess this charge, together with the annual contract maintenance fee, to reimburse us for all the expenses associated with the administration of the contract and the separate account. Some of these expenses are: preparation of the contract, confirmations, annual reports and statements, maintenance of contract records, personnel costs, legal and accounting fees, filing fees, and computer and systems costs. We can increase this charge, but the combined total of the administrative expense charge and the mortality and expense risk charge will never exceed 1.50%.

Contract Maintenance Fee

We deduct $30 from your contract as a contract maintenance fee on the last day of each contract year during the accumulation phase and, if you fully withdraw your contract value. We may increase this charge, but it will not exceed $60 per year. Subject to state regulations, we will deduct the annual contract maintenance fee proportionately from the investment choices you have elected. For contracts issued to Pennsylvania residents, we will calculate this fee as a pro rata portion of the balance in each fund.

We will not deduct the contract maintenance fee after your contract begins the income phase. We do not expect to profit from this fee.

Surrender Charge

We do not deduct a sales charge when we receive a purchase payment. However, if you withdraw all of or any part of the contract value during the first 5 contract years, we may assess a surrender charge on the amount you withdraw that exceeds the free withdrawal amount. The surrender charge is 5% of the amount withdrawn. We use this charge to cover certain expenses relating to the sale of the contract. We will deduct any surrender charge as of the business day we receive your written request.

If you withdraw:

Ÿ	from more than one investment choice, we will deduct the surrender charge proportionately from the amounts remaining in the investment choice(s) you elected.

Ÿ	the total value from an investment choice, we will deduct the surrender charge proportionately from amounts remaining in the investment choices that still have value.

Expenses

Ÿ	your entire contract value, we will deduct the surrender from the contract value. You will receive a check for the net amount.

In addition to the free withdrawals described later in this section, we will not impose a surrender charge under the following circumstances:

Ÿ	If you cancel the contract during the 15 day free look period.

Ÿ	If you withdraw the entire contract value on the annuity income date.

Ÿ	If you take a partial or full withdrawal during the window period or after the first 5 contract years.

Ÿ	If we pay a death benefit.

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

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

Ÿ	If you fully surrender a Panorama variable annuity contract that is past its surrender charge period and exchange it for a Panorama Plus contract.

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

Owners of certain Panorama Plus variable annuity contracts that are beyond the surrender charge period may exchange these contracts for a Panorama Premier contract. If you exchange an eligible Panorama Plus contract for a Panorama Premier contract, we will not assess a surrender charge on the exchanged contract value under either the Panorama Plus contract or the Panorama Premier contract, and we will not apply an interest rate factor adjustment to the exchanged contract value in the general account. However, any additional payments that you make to the Panorama Premier contract will be subject to a contingent deferred sales charge under the Panorama Premier contract.

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

C.M. Life guarantees that the aggregate surrender charge will never exceed 8.5% of the total purchase payments made. Further information about how the surrender charge is calculated can be found in the Statement of Additional Information.

Free Withdrawals

Beginning in the second contract year, you may withdraw an amount without incurring a surrender charge or an interest rate factor adjustment. The maximum you may withdraw without penalty is 10% of your contract value as of the end of the previous contract year. You may take this 10% in multiple withdrawals each contract year.

Window Period

The window period is the last 30 days of each 5-year period during which you have contract value in the general account. During this window period, you may surrender or transfer to any fund, part or all of your contract value in the general account without incurring a surrender charge or an interest rate factor adjustment. During the window period you may also surrender all or part of your contract value in the separate account without incurring a surrender charge.

Interest Rate Factor Adjustment

Except during the window period, we will apply an interest rate factor adjustment:

Ÿ	to any amount that you partially or fully withdraw from the general account during the accumulation phase, or

Ÿ	to any amount from the general account that you apply to a variable annuity option at the beginning of the income phase.

We base the interest rate factor adjustment on the interest rates payable on U.S. Treasury securities. This means that generally, if rates on U.S. Treasury securities are higher when you withdraw than when you made the payment, a negative adjustment will be applied to the amount you withdraw. This could result in your receiving an amount lower than the amount of your purchase payment(s). If rates on U.S. Treasury securities are lower when you withdraw than when you made the payment, a positive adjustment will be applied to the amount you withdraw. This could result in your receiving an amount higher than the amount of your purchase payment(s).

We do not apply the interest rate factor adjustment during the window period or to free withdrawal amounts. Also, we do not apply the interest rate factor adjustment to contracts we issue to Pennsylvania residents.

Further information about the interest rate factor adjustment can be found in the Statement of Additional Information and the attached prospectus for the fixed account with interest rate factor adjustment.

Premium Taxes

Some states and other governmental entities charge premium taxes or similar taxes. We are responsible for the payment of these taxes and will make a deduction from your contract value for them. Some of these taxes are due when your contract is issued, others are due when annuity payments begin. Currently we do not charge you for these taxes until you begin receiving annuity payments or when you fully withdraw your contract value. Premium taxes generally range from 0% to 3.5%, depending on the state.

Transfer Fee

We currently do not impose a fee on transfers during the accumulation phase or the income phase.

Income Taxes

We will deduct from the contract any income taxes that we incur because of the operation of the separate account. At the present time, we are not making any such deductions. We will deduct any withholding taxes required by law.

Fund Expenses

There are deductions from and expenses paid out of the assets of the various funds, which are described in the attached fund prospectuses. We may enter into certain arrangements under which we are reimbursed by the funds’ advisors, distributors and/or affiliates for the administrative service that we provide.

Expenses

The Income Phase

If you want to receive regular income from your annuity, you can choose to receive fixed and/or variable annuity payments under one of several options. You can choose the month and year in which those payments begin. We call that date the annuity income date. Your annuity income date cannot be earlier than 5 years after you buy the contract.

You choose your annuity income date and annuity option when you purchase your contract. You can change either at any time before the annuity income date provided you give us 30 days written notice. If you do not choose an annuity option, we will assume that you elected Annuity Option B with 10 years of payments guaranteed.

The latest annuity income date that you may elect is the annuitant’s 90th birthday. Unless you indicate otherwise, we will make annuity payments to the annuitant. After the annuitant dies, we will make any remaining guaranteed annuity payments to the beneficiary.

We make annuity payments based on the age and sex of the annuitant under all options except Option E. We may require proof of age and sex before annuity payments begin.

At the annuity income date, you have the same fund choices that you had in the accumulation phase. You can choose whether payments will be fixed, variable, or a combination of both. If you elect a combination of both, you must indicate which part of your contract value we should apply to the fixed and variable payment options. If you do not tell us otherwise, we will base your annuity payments on the investment allocations that are in place on the annuity date. Therefore, any amounts in the funds will be applied to a variable payout and any amounts in the general account will be applied to a fixed payout.

If your contract value is less than $2,000 on the annuity date, we reserve the right to pay you a lump sum rather than a series of annuity payments. If any annuity payment is less than $100, we reserve the right to change the payment basis to equivalent less frequent payments.

In order to avoid adverse tax consequences, you should begin to take distributions from your tax-qualified contract at least equal to the minimum amount required by the IRS, no later than the required beginning date. If your contract is an IRA, that date should be no later than April 1 of the year after you reach age 70¹ /2. For qualified plans and TSAs, that date is no later than April 1 of the year following the later of the year you reach age 70¹ /2 or the year in which you retire.

Fixed Annuity Payments

If you choose fixed payments, the payment amount will not vary. The payment amount will depend upon the following 4 things:

Ÿ	The value of your contract on the annuity date;

Ÿ	The deduction of premium taxes, if applicable;

Ÿ	The annuity option you select; and

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

Variable Annuity Payments

If you choose variable payments, the payment amount will vary with the investment performance of the funds. The first payment amount will depend on the following 6 things:

Ÿ	The value of your contract on the annuity date;

Ÿ	The deduction of premium taxes, if applicable;

Ÿ	The application of an interest rate factor adjustment, if applicable;

Ÿ	The annuity option you select;

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

Ÿ	An assumed investment rate (AIR) of 4% per year.

If you elect to have your contract value in the general account applied to a variable annuity, your first variable annuity payment amount will also reflect the interest rate factor adjustment.

Future variable payments will depend on the performance of the funds you elected. If the actual performance exceeds the 4% assumed investment rate plus the deductions for expenses, your annuity payments will increase. Similarly, if the actual rate is less than 4% plus the amount of the deductions, your annuity payments will decrease.

Annuity Unit Value

In order to keep track of the value of your variable annuity payment, we use a unit of measure called an annuity unit. We calculate the number of your annuity units at the beginning of the income phase. During the income phase, the number of annuity units will not change. However, the value of your annuity units will change to reflect the investment performance of the funds you elected. The Statement of Additional Information contains more information on how annuity payments and annuity unit values are calculated.

Annuity Options

The following annuity options are available. After annuity payments begin, you cannot change the annuity option or the frequency of annuity payments. In addition, during the income phase we do not allow withdrawals.

Annuity Option A – Life Income. Under this option we make fixed and/or variable periodic payments as long as the annuitant is alive. After the annuitant dies we stop making payments.

Annuity Option B – Life Income with Period Certain. We will make fixed and/or variable periodic payments for a guaranteed period, or as long as the annuitant lives, whichever is longer. The guaranteed period may be 5, 10 or 20 years. At the time the annuitant elects the annuity payment option, he/she may give the beneficiary the right to elect a lump sum payment equal to the present value of the remaining guaranteed annuity payments.

Annuity Option C – Joint and Last Survivor Payments. We will make fixed and/or variable periodic payments during the joint lifetime of 2 annuitants. When one dies, we will continue making these payments as if both annuitants were alive. We will not make payments after both annuitants have died.

Annuity Option D – Joint and 2/3 Survivor Annuity. We will make fixed and/or variable periodic payments during the joint lifetime of 2 annuitants. We will continue making payments during the lifetime of the surviving annuitant. We will compute these payments for the surviving annuitant on the basis of two-thirds of the annuity payment (or units) in effect during the joint lifetime. We will not make payments after both annuitants have died.

Annuity Option E – Period Certain. (not available as a variable income option) We will make periodic payments of a fixed amount for a specified period. The specified period must be at least 5 years and cannot be more than 30 years. In most states, if you do not want payments to continue for the remainder of the specified period, you may elect to have an amount equal to the present value of the remaining guaranteed annuity payments paid as a lump sum or applied to another annuity option.

Annuity Option F – Special Income Settlement Agreement. We will pay you in accordance with terms agreed upon in writing by both you and us.

Limitation on Payment Options. If you purchase a contract as a TSA or an IRA, the Internal Revenue Code imposes restrictions on the types of payment options that you may elect.

The Income Phase

Death Benefit

Death Benefit During

The Accumulation Phase

If you or the annuitant die before the annuity income date, we will pay a death benefit to your beneficiary once we receive due proof of death and the contract at our Annuity Service Center. However, if the annuitant dies before you and there is a contingent annuitant who is less than 85 years old on the annuitant’s date of death, we will not pay any death benefit. The contract will continue in force with the contingent annuitant as the annuitant.

We determine the amount of death benefit payable at the time of payment. If the deceased was less than age 75 at the time of death, we will pay the greater of:

Ÿ	the contract value, or

Ÿ	the total purchase payments, less any withdrawals and charges.

Otherwise, we will base payments on the contract value at the time of payment. We will not apply a surrender charge, interest rate factor adjustment or contract maintenance fee to any death benefit payment.

The death benefit options that are available depend on whether you and the annuitant are the same person.

Death Of Contract Owner

If you and the annuitant are not the same person and you die before the annuitant and before the annuity income date, one of the following scenarios applies:

1.	If your spouse is the beneficiary and survives you, he/she may elect only death benefit option A, B or C within 1 year after your death. If your spouse does not make a election within 1 year of your death, your spouse will become the contract owner.

2.	If the beneficiary is a natural person and not your spouse, the beneficiary may elect only death benefit option B or C within 1 year after your death. If the beneficiary does not make a election within 1 year of your death, we will pay the beneficiary in a single sum at that time.

3.	If the beneficiary is not a natural person, it may elect only death benefit option B or D within 1 year after your death.

4.	If no beneficiary survives you, we will declare the annuitant the beneficiary and scenario 1 or 2 above will apply. If no election is made within 1 year after your death, we will pay the death benefit in a single sum at that time.

If you, the contract owner, and the annuitant are the same person, and you die before the annuity income date, one of the following scenarios applies:

1.	If your spouse is the beneficiary, he/she may elect only death benefit option B, C or G within 1 year after your death. If your spouse does not make a election within 1 year after your death, he/she will become the contract owner and annuitant under the contract.

If the beneficiary is a natural person but not your spouse, the beneficiary may elect only death benefit option B or C within 1 year after your death. If the beneficiary does not make a election within 1 year after your death, we will pay the death benefit to the beneficiary in a single sum at that time.

3.	If the beneficiary is not a natural person, it may elect only death benefit option B or D within 1 year after your death. If the beneficiary does not make a election within 1 year after your death, we will pay the death benefit in a single lump sum at that time.

4.	If no beneficiary survives you, we will pay the death benefit in a single sum to your estate within 5 years after the date of your death. If your estate does not make an election within 1 year after your death, we will pay the death benefit in a single sum at that time.

Death Of Annuitant

If you and the annuitant are not the same person and:

Ÿ	the annuitant dies before you, and

Ÿ	the annuitant dies prior to the annuity income date, and

Death Benefit

Ÿ	there is no contingent annuitant younger than age 85, or

Ÿ	if the contract owner is not a natural person,

one of the following scenarios applies:

1.	The beneficiary, if a natural person, may only elect death benefit option E or F within 1 year after the annuitant’s death. If the beneficiary does not make a election within 1 year after the annuitant’s death we will pay the death benefit to the beneficiary in a single sum at that time.

2.	If the beneficiary is not a natural person, it may only elect death benefit option D or E within 1 year after the annuitant’s death. If the beneficiary does not make a election within 1 year after the annuitant’s death, we will pay the death benefit in a single sum at that time.

3.	If no beneficiary survives the annuitant, we will consider you the beneficiary and preceding scenario 1 or 2 will apply.

Death Benefit Options

For purposes of these death benefit options, we determine life expectancy based on the tables in the Regulations, under Section 72 of the Code. The following death benefit options are available:

Option A – Become the contract owner;

Option B – Receive the death benefit as a single sum within 1 year after the contract owner’s death;

Option C – Receive the death benefit under any annuity option offered in the contract, provided the entire death benefit is distributed:

1.	within 5 years of the date of death; or

2.	over a period not extending beyond the life expectancy of the beneficiary; or

3.	over the life of the beneficiary.

If we are asked to pay the death benefit under Option C, scenario 2 or 3, we will pay the first installment within 1 year after the contract owner’s death.

Option D – Receive the death benefit under any annuity option offered in the contract, provided the entire death benefit is distributed within 5 years of the date of death;

Option E – Receive the death benefit as a single sum within 1 year after the annuitant’s death;

Option F – Receive the death benefit under any annuity option offered in the contract, provided the death benefit is distributed:

1.	over a period not extending beyond the life expectancy of the beneficiary; or

2.	over the life of the beneficiary.

We will pay the first installment within 1 year after the annuitant’s death.

Option G—Become the contract owner and annuitant of the contract, just as if the beneficiary had always been the contract owner and annuitant.

Death Of Annuitant On Or After The Annuity Income Date

If the annuitant dies on or after the annuity income date, any death benefit depends on the annuity option in effect on the annuitant’s date of death. We will distribute any remaining payments at least as rapidly as under the method of distribution being used as of the date of death.

If a beneficiary dies while receiving the benefits, we will pay any balance to the beneficiary’s estate in a lump sum. If no beneficiary survives the annuitant, we will pay any benefits to the estate of the last annuitant to die in a single sum.

Death Benefit

Taxes

Qualified And Non-Qualified Contracts

If you purchase the contract as an individual and not under any pension plan, specially sponsored program or an individual retirement annuity, your contract is referred to as a non-qualified contract.

If you purchase the contract under a pension plan, specially sponsored program, or an individual retirement annuity (IRA), your contract is referred to as a qualified contract. Examples of qualified plans are: deductible and non-deductible IRAs, and pension and profit-sharing plans, which include 401(k) plans and H.R. 10 plans, TSAs, etc.

This contract is not designed to be used in ERISA-covered plans. C.M. Life will not sell this contract to qualified pension and profit sharing plans, SEPS, Section 457 deferred compensation plans or ERISA-covered TSA programs. The term “Qualified Plans” as used in this prospectus refers only to plans that have certain tax advantages under the Internal Revenue Code and does not denote ERISA-covered plans.

Withdrawals – Non-Qualified Contracts

The Code treats any withdrawals (1) allocable to purchase payments made after August 13, 1982 in an annuity contract entered into prior to August 14, 1982 and (2) from an annuity contract entered into after August 14, 1982, as first coming from earnings and then from your purchase payments. The withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity contract which is included in income may be subject to a penalty. The amount of the penalty is equal to 10% of the amount that is includible in income. Some withdrawals will be exempt from the penalty. They include any amounts:

(1)	paid on or after you reach age 59¹ /2;

(2)	paid to your beneficiary after you die;

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

Annuity Contracts In General

Annuity contracts are a means of setting aside money for future needs - usually retirement. Congress recognized how important saving for retirement was and provided special rules in the Internal Revenue Code (Code) for annuities.

Simply stated, these rules provide that you will not be taxed on the earnings on the money held in your annuity contract until you take the money out. This is referred to as tax deferral. There are different rules as to how you are taxed depending on how you take the money out and the type of contract - qualified or non-qualified (see following sections).

You, as the owner of a non-qualified annuity, will generally not be taxed on increases in the value of your contract until a distribution occurs - either as a withdrawal or as annuity payments. When you make a withdrawal, you are taxed on the amount of the withdrawal that is earnings. For annuity payments, different rules apply. A portion of each annuity payment is treated as a partial return of your purchase payments and is not taxed. The remaining portion of the annuity payment is treated as ordinary income. How the annuity payment is divided between taxable and non-taxable portions depends upon the period over which the annuity payments are expected to be made. Annuity payments received after you have recovered all of your purchase payments are fully includible in income.

When a non-qualified contract is owned by a non-natural person (e.g., corporation or certain other entities other than a trust holding the contract as an agent for a natural person), the contract will generally not be treated as an annuity for tax purposes.

Taxes

(3)	paid if you become totally disabled (as that term is defined in the Code);

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

(5)	paid under an immediate annuity; or

(6)	which come from purchase payments made before August 14, 1982.

Withdrawals – Qualified Contracts

If you have no cost basis for your interest in a qualified contract, the full amount of any distribution is taxable to you as ordinary income. If you do have a cost basis for your interest, a portion of the distribution is taxable, generally based on the ratio of your cost basis to your total contract value. Special tax rules may be available for certain distributions from a qualified contract.

Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of any distribution from qualified retirement plans, including contracts issued and qualified under Code Sections 401 (Pension and Profit-Sharing Plans), 408 (Individual Retirement Annuities - IRAs), and 408A (Roth IRAs). Exceptions from the penalty tax are as follows:

Ÿ	distributions made on or after you reach age 59¹ /2;

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

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

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

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

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

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

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

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

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

Generally, distributions from a qualified plan must begin no later than April 1st of the calendar year following the later of (a) the year in which you attain age 70¹ /2 or (b) the calendar year in which you retire. The date set forth in (b) does not apply to an IRA. Required distributions do not apply to a Roth IRA during your lifetime. Required distributions must be over a period not exceeding your life expectancy or the joint lives or joint life expectancies of you and your designated beneficiary. If required minimum distributions are not made, a 50% penalty tax is imposed on the amount that should have been distributed.

Withdrawals – Tax-Sheltered Annuities

The Code limits the withdrawal of purchase payments made by owners through salary reductions from certain Tax-Sheltered Annuities. Withdrawals of salary reduction amounts and their earnings can only be made when an owner:

(1)	reaches age 59¹ /2;

(2)	leaves his/her job;

(3)

dies;

Taxes

(4)	becomes disabled, as that term is defined in the Code; or

(5)	in the case of hardship.

In the case of hardship, the owner can only withdraw the purchase payments and not any earnings. Salary reduction payments cannot be made for 12 months following a hardship withdrawal.

Any contract value as of December 31, 1988 is not subject to these restrictions. Additionally, return of “excess contributions” or amounts paid to a spouse as a result of a qualified domestic relations order are generally not subject to these restrictions.

Withdrawals – Texas Optional Retirement Program

No withdrawals may be made in connection with a contract issued pursuant to the Texas Optional Retirement Program for faculty members of Texas public institutions of high learning before you:

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

retire;

die; or

Ÿ	attain age 70¹ /2

Taxes

Other Information

Terminal Illness Benefit

Before your 75 ^th birthday, you may elect a Terminal Illness Benefit. This benefit is not available in all states. We will require proof that you are terminally ill and not expected to live more than 12 months. This proof will include certification by a licensed medical practitioner performing within the scope of his/her license. You, the annuitant or contingent annuitant may not be the licensed medical practitioner, nor can the medical practitioner be the parent, spouse or child of the contract owner, annuitant or contingent annuitant. We may also impose additional requirements.

We will determine the amount of payment when we receive your written request. The Terminal Illness Benefit will equal the death benefit we would pay on your contract.

We will not apply a surrender charge, interest rate factor adjustment or contract maintenance fee with respect to any Terminal Illness Benefit. Payment of the Terminal Illness Benefit will terminate the contract.

Performance

We may advertise certain performance-related information. This information reflects historical performance and is not intended to indicate or predict the future performance.

Standardized Total Returns

We will show standardized average annual total returns for sub-accounts that have been in existence for more than one year. These returns assume you made a single $1,000 payment at the beginning of the period and withdrew the entire amount at the end of the period. The return reflects a deduction for the surrender charge, the contact maintenance fee and all other separate account and contract level charges, except premium taxes, if any.

If a sub-account has been in existence for less than one year, we will show the aggregate total return. This assumes you made a single $1,000 payment at the beginning of the period and withdrew the entire amount at the end of the period. The return reflects the change in unit value and a deduction of the surrender charge.

Nonstandard Total Returns

We will also show total returns based on historical performance of the sub-accounts and underlying funds. We may assume the contracts were in existence prior to their inception date, May 13, 1992, which they were not. Total return percentages include all fund level and separate account level charges. They do not include a surrender charge, contract maintenance fee, or premium taxes, if any. If these charges were included, returns would be less than those shown.

Total Returns compare the value of an accumulation unit at the beginning of a period with the value of an accumulation unit at the end of the period.

Average Annual Total Returns measure this performance over a period of time greater than one year. Average annual total returns compare values over a given period of time and express the percentage as an average annual rate.

Yield and Effective Yield

We may also show yield and effective yield for the Oppenheimer Money Fund/VA over a seven-day period, which we then “annualize”. This means that when we calculate yield, we assume that the amount of money the investment earns for the week is earned each week over a 52-week period. We show this as a percentage of the investment. We calculate the “effective yield” similarly, but when we annualize the amount, we assume the income earned is re-invested. Therefore, the effective yield is slightly higher than the yield because of the compounding effect.

Related Performance

Some of the funds available to you may be 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 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 available in this contract and is not an indication of future performance of these funds.

Distributors

MML Distributors, LLC (MML Distributors) serves as principal underwriter for the contracts. MML Investors Services, Inc. (MMLISI) serves as co-underwriter for the contracts. Their purpose as underwriters is to distribute the contracts. MML Distributors and MMLISI are wholly-owned subsidiaries of MassMutual. Both are located at 1414 Main Street, Springfield, Massachusetts 01144-1013.

We will pay commissions to broker-dealers who sell the contracts. Commissions are a combination percentage of purchase payments and contract value. Currently, we pay an amount up to 4.5% of purchase payments. In addition, we pay a maximum commission of .50% of contract values each contract year.

From time-to-time, MML Distributors may enter into special arrangements with certain broker-dealers. These special arrangements may provide for the payment of higher compensation to such broker-dealers for selling the contracts.

Electronic Transmission Of Application Information

Upon agreement with a limited number of broker-dealers, we will accept electronic data transmissions of application information. Our Annuity Service Center will accept this information at the time that the initial purchase payment is transmitted by wire. Please contact your representative for more information.

Assignment

You can assign the contract at any time during your lifetime. We will not be bound by the assignment until we receive written notice of the assignment. We will not be liable for any payment or other action we take in accordance with the contract before we receive notice of the assignment. You may be subject to tax consequences if you assign your contract.

If you assign your contract, your rights may only be exercised with the consent of the assignee of record. We require consent of any irrevocable beneficiary before we assign proceeds.

Misstatement Of Age Or Sex

If the annuitant’s age or sex has been stated incorrectly, the annuity payment we will make is what is appropriate for the correct age and sex. After we correct the mistake, the annuitant will receive the sum of any underpayments within 30 calendar days. If we have made any overpayments, we will subtract the amount of the overpayments from the annuity payments(s) we make following the correction.

Voting Rights

We are the legal owner of the fund shares. However, when a fund solicits proxies in conjunction with a vote of shareholders, it is required to obtain from you and other owners, instructions as to how to vote those shares. When we receive those instructions, we will vote all of the shares, for which we have not received voting instructions, in proportion to those instructions. This will also include any shares that we own on our own behalf. If we determine that we are no longer required to comply with the above, we will vote the shares in our own right.

During the accumulation phase of your contract and while the annuitant is living, we determine the number of shares you may vote by dividing your contract value in each fund, if any, by $100. Fractional shares are counted. During the income phase or after the annuitant dies, we determine the number of shares you may vote based on our liability for future variable monthly annuity payments.

Reservation Of Rights

We reserve the right to:

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

Ÿ	add or eliminate sub-accounts.

Other Information

If we do so, we will receive prior approval from the Securities and Exchange Commission, if necessary. We will give you notice of our intent to exercise one of these rights.

Suspension Of Payments Or Transfers

We may be required to suspend or postpone payments for withdrawals or transfers from the funds for any period when:

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

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

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

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

We reserve the right to defer payment for a withdrawal from the general account for the period permitted by law but not for more than six months.

Legal Proceedings

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

Financial Statements

We have included our financial statements and those of the separate account in the Statement of Additional Information.

Additional Information

For further information about the contract, you may obtain a Statement of Additional Information. You can call the telephone number indicated on the cover page or you can write to us. For your convenience we have included a form for that purpose.

The Table of Contents of this statement is as follows:

C. M. Life Insurance Company

The Separate Account

Accumulation Unit Values

Annuity Units and Unit Values

Income Phase Transfer Formulas

Surrender Charge Calculation

Interest Rate Factor Adjustment Calculation

Records, Reports and Services

Performance Measures

10.

Distribution

11.

Purchase of Securities Being Offered

12.

Federal Tax Matters

13.

Experts

14.

Financial Statements

Other Information

[This page intentionally left blank.]

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To:	C.M. Life Insurance Company

Annuity Products, W562

P.O. Box 9067

Springfield, Massachusetts 01102-9067

Please send me a Statement of Additional Information for C.M. Life’s Panorama Plus.

Name


Address




City	State	Zip

Telephone

[This page intentionally left blank.]

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Appendix A

Panorama Plus Separate Account

Condensed Financial Information

The following schedules include accumulation unit values for the periods indicated. We have extracted this data from the separate account’s audited financial statements. You should read this information in conjunction with the separate account’s audited financial statements and related notes that are included in the Statement of Additional Information.

Accumulation Unit Values

Sub-Account	1992*	Dec. 31, 1992	Dec. 31, 1993	Dec. 31, 1994	Dec. 31, 1995	Dec. 31, 1996	Dec. 31, 1997	Dec. 31, 1998	Dec. 31, 1999

Money Market	$1.000000	$1.012022	$1.027456	$1.054570	$1.100599	$1.147312	$1.194713	$1.243348	$1.290391
Government Securities	1.000000	1.061901	1.158653	1.095471	1.281804	1.293638	1.391852	1.488104	1.445753

Income	1.000000	1.060916	1.174260	1.114759	1.306525	1.318102	1.423761	1.503383	1.463777
Total Return	1.000000	1.058946	1.217379	1.186187	1.460595	1.586635	1.863659	2.043296	1.989093

Growth	1.000000	1.064372	1.276534	1.258146	1.711382	2.014864	2.517282	2.698453	2.567633
International Growth	1.000000	0.950887	1.146031	1.145014	1.251930	1.400836	1.497222	1.767452	2.627625

Income & Growth**	1.000000	N/A	N/A	N/A	N/A	N/A	N/A	N/A	1.108805
Mid-Cap Growth**	1.000000	N/A	N/A	N/A	N/A	N/A	N/A	N/A	1.192759

Contrafund**	1.000000	N/A	N/A	N/A	N/A	N/A	N/A	N/A	1.144741
Main Street Growth & Income***	1.000000	N/A	N/A	N/A	N/A	N/A	N/A	N/A	1.114311

Accumulation Units Outstanding

	Dec. 31, 1992	Dec. 31, 1993	Dec. 31, 1994	Dec. 31, 1995	Dec. 31, 1996	Dec. 31, 1997	Dec. 31, 1998	Dec. 31, 1999

Money Market	681,553	3,136,932	13,603,045	16,949,501	13,507,122	12,091,336	14,186,953	19,384,715
Government Securities	8,444,505	11,994,574	13,726,057	12,647,811	12,647,811	11,672,397	11,323,817	8,546,351

Income	2,564,029	12,281,025	16,488,930	20,617,764	22,192,539	21,424,948	22,174,564	16,661,593
Total Return	12,316,597	71,182,538	147,324,713	194,679,349	224,734,224	224,379,585	209,536,235	155,032,383

Growth	2,798,378	19,370,204	49,636,052	83,371,008	111,846,534	128,553,850	128,161,817	86,617,273
International Growth	742,623	5,578,969	22,419,639	31,322,974	40,507,658	44,128,995	41,761,023	33,381,406

Income & Growth**	N/A	N/A	N/A	N/A	N/A	N/A	N/A	32,447,776
Mid-Cap Growth**	N/A	N/A	N/A	N/A	N/A	N/A	N/A	18,995,014

Contrafund**	N/A	N/A	N/A	N/A	N/A	N/A	N/A	45,292,817
Main Street Growth & Income***	N/A	N/A	N/A	N/A	N/A	N/A	N/A	9,952,682

*	Public offering of the contract commenced May 13, 1992. All accumulation unit values were $1.00 on May 13, 1992.

** Public offering commenced May 1, 1999.

*** Public offering commenced October 1, 1999.

Prior to December 1, 1996, the Combined Financial Information reflected the Money Market and Income Sub-Accounts investment in the Money Market and Income Portfolios of Panorama Fund, respectively. On December 1, 1996, we substituted shares of the Oppenheimer Money Fund/VA and the Oppenheimer Bond Fund/VA for shares of Panorama Fund’s Money Market and Income Portfolios, respectively. Therefore, effective December 1, 1996, the Condensed Financial Information reflects the Money Market and Income Sub-Accounts’ investment in the Oppenheimer Money Fund/VA and the Oppenheimer Bond Fund/VA, respectively.

Appendix A

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PART B

INFORMATION REQUIRED IN A

STATEMENT OF ADDITIONAL INFORMATION

PANORAMA PLUS VARIABLE ANNUITY

C.M. LIFE INSURANCE COMPANY

(Depositor)

PANORAMA PLUS SEPARATE ACCOUNT

(Registrant)

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2000

This Statement of Additional Information is not a prospectus and should be read only in conjunction with the prospectuses for the Panorama Plus variable annuity contract and for the underlying funds. You may obtain a copy of the prospectus dated May 1, 2000 by calling 1-800-366-8226, or by writing to the Annuity Service Center, W562, P.O. Box 9067, Springfield, MA 01102-9067.

TABLE OF CONTENTS

		Page
C.M. Life Insurance Company		2
The Separate Account		2
Accumulation Unit Values		2
Annuity Units and Unit Values		3
Income Phase Transfer Formulas		4
Surrender Charge Calculation		5
Interest Rate Factor Adjustment Calculation		5
Records, Reports and Services		9
Performance Measures		10
Distribution		15
Purchase of Securities Being Offered		15
Federal Tax Matters		15
Experts		22
Financial Statements		final pages

C.M. LIFE INSURANCE COMPANY

C.M. Life Insurance Company (“C.M. Life”), 140 Garden Street, Hartford, Connecticut 06154, is a stock life insurance company. It was chartered by a special Act of the Connecticut General Assembly on April 25, 1980. It is principally engaged in the sales of life insurance and annuities, and is licensed in all states except New York. C.M. Life is a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”).

MassMutual is a mutual life insurance company specially chartered by the Commonwealth of Massachusetts on May 14, 1851. It is currently licensed to transact life (including variable life), accident, and health insurance business in all states, the District of Columbia, Puerto Rico and certain provinces of Canada. MassMutual had consolidated statutory assets in excess of $70 billion and estimated total assets under management of $206.6 billion as of December 31, 1999.

THE SEPARATE ACCOUNT

The Panorama Plus Separate Account of C.M. Life Insurance Company (the “Separate Account”) was established as a separate account under the laws of the State of Connecticut, on September 25, 1991.

Under Connecticut law, the assets of the Separate Account are owned by C.M. Life, but they are held separately from the other assets of C.M. Life, and are not chargeable with liabilities incurred in any other business operation of C.M. Life (except to the extent that assets in the Separate Account exceed the reserves and other liabilities of the Separate Account). Income, gains, and losses incurred on the assets in the sub-accounts of the Separate Account, whether or not realized, are credited to or charged against that sub-account, without regard to other income, gains or losses of any other investment account or sub-account of C.M. Life. Therefore, the investment performance of any sub-account is entirely independent of the investment performance of C.M. Life’s General Account assets or any other separate account maintained by C.M. Life.

The Separate Account is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended, (the “1940 Act”) as a unit investment trust. It meets the definition of a “separate account” under the federal securities laws. However, the SEC does not supervise the management or the investment practices or policies of the Separate Account or of C.M. Life.

ACCUMULATION UNIT VALUES

Accumulation Units. Accumulation units are used to account for all amounts allocated to or withdrawn from the Separate Account. C.M. Life will determine the number of accumulation units of a sub-account purchased or canceled by dividing the net purchase payment allocated to (or the amount withdrawn from) the sub-account by the dollar value of one accumulation unit on the date of the transaction. The Separate Account balance will consist of the sum of the value of all accumulation units in all sub-accounts credited to the contract on the applicable valuation date.

Accumulation Unit Value. The value of an accumulation unit in a sub-account on any valuation date is the product of (a) the value on the preceding valuation date and (b) the net investment factor for the sub-account for the valuation period just ended.

A Valuation Date is every day on which C.M. Life and the New York Stock Exchange (NYSE) are open for business, but shall not include any day on which trading on the NYSE is restricted, or on which an emergency exists, as determined by the Securities and Exchange Commission and/or respective governing bodies of the NYSE so that valuation or disposal of securities is not practicable.

A Valuation Period is the period of time beginning on the day following any valuation date and ending on the next valuation date. A valuation period may be one day or more than one day.

Net Investment Factor C.M. Life calculates the net investment factor for each sub-account as follows:

(ENAV + DIV—TAX) / BNAV - CHGS = net investment factor

Where:

(ENAV)		ending net asset value, (i.e., the net asset value per share of the sub-account’s investment in the appropriate fund for the valuation period just ended).

(DIV)		dividends, (i.e., any dividend per share declared on behalf of the fund that has an ex-dividend date within the valuation period just ended. This includes both income and capital gain dividends).

(TAX)		taxes, (i.e., the reserve for taxes per share on realized and unrealized capital gains or losses of such fund within the valuation period just ended (a negative number represents a tax credit)).

(BNAV)		beginning net asset value, (i.e., the net asset value per share of the sub-account’s investment in such fund at the beginning of the valuation period just ended).

(CHGS)		applicable charges, (i.e., the accumulated mortality and expense risk charge and administrative expense charge for each day in the valuation period just ended (which will not exceed 1.50% on an annual basis)).

Example:

The following example illustrates the calculation of accumulation unit value:

Net Asset Value Per Share at End of Valuation Period (ENAV) =	$34.00

Dividends Per Share Declared (Ex-dividend Date within Valuation Period) (DIV) =	$ 2.00
Reserve for Taxes Per Share on Capital Gains/Losses (within valuation Period)(TAX) =	$[5.00	]

Net Asset Value Per Share at Beginning of Valuation Period (BNAV) =	$30.00

Applicable Mortality and Expense and Administrative Charges for Valuation Period (CHGS) = (.0107 + .0007)/365 = .0000312

Net Investment Factor = (34 + 2 - 5)/30 - .0000312 = 1.0333021

Accumulation Unit Value at Beginning of Period =	$10.00

Accumulation Unit Value at End of Period = 10.00 x 1.0333021 =	$10.33

ANNUITY UNITS AND UNIT VALUES

The dollar amount of each variable annuity payment depends on the number of “annuity units” credited to that annuity option and the value of those units. The number of annuity units is determined as follows.

1. The number of annuity units credited in each sub-account will be determined by dividing the product of the portion of the contract value to be applied to the sub-account and the annuity purchase rate specified in the contract by the value of one annuity unit in that sub-account on the annuity income date.

2. The amount of each annuity income payment equals the product of the annuitant’s number of annuity units and the annuity unit values on the payment date. The amount of each payment may vary from prior annuity income payments.

The value of an annuity unit in a sub-account on any valuation date is determined as follows.

1. The net investment factor for the valuation period (for the appropriate annuity income payment frequency) just ended is multiplied by the value of the annuity unit for the sub-account on the preceding valuation date.

2. The result in (1) is then divided by an interest factor. The interest factor equals 1.00 plus the interest rate for the number of days since the preceding valuation date. Interest is based on an effective annual rate of 4%. This compensates for the interest assumption built into the annuity purchase rates.

INCOME PHASE TRANSFER FORMULAS

During the income phase, the contract owner may transfer Separate Account balance from one sub-account to another, subject to certain limitations. No transfers are permitted to or from the General Account during the income phase. (See “Transfers,” in the Prospectus.)

1. Transfers during the income phase are implemented according to the following formula:

2. Determine the number of units to be transferred from the sub-account as follows:

= AT/AUV1

3. Determine the number of annuity units remaining in such sub-account (after the transfer)

= UNIT1 - AT/AUV

4. Determine the number of annuity units in the transferee sub-account (after the transfer):

= UNIT2 + AT/AUV2

5. Subsequent annuity payments will reflect the changes in annuity units in each sub-account as of the next annuity income payment’s due date.

Where:

(AUV1)		is the annuity unit value of the sub-account that the transfer is being made from as of the next annuity payment’s due date.

(AUV2)		is the annuity unit value of the sub-account that the transfer is being made to as of the next annuity payment’s due date.

(UNIT1)		is the number of units in the sub-account that the transfer is being made from, before the transfer.

(UNIT2)		is the number of units in the sub-account that the transfer is being made to, before the transfer.

(AT)		is the dollar amount being transferred from the sub-account.

Example:

The following example illustrates the application of the income phase transfer formulas:

Assume

Annuity unit value of sub-account #1 = $10.00

Annuity unit value of sub-account #2 = $ 8.50

Number of units in sub-account #1 = 50

Number of units in sub-account #2 = 20

To transfer $30.00 from sub-account #1 to sub-account #2:

Number of units to transfer from sub-account #1 = 30/10 = 3

Number of units left after transfer = 50 - 3 = 47

Number of units to transfer to sub-account #2 = 30/8.50 = 3.53

New number of units in sub-account #2 = 20 + 3.53 = 23.53

New monthly annuity income payment from sub-account #1= 10 × 47 = $470.00

New monthly annuity income payment from sub-account #2= 23.53 × 8.50 = $200.01

SURRENDER CHARGE CALCULATION

A surrender charge is deducted from the contract balance upon a partial or full withdrawal of the contract value, unless certain conditions apply.

The partial surrender charge formula is calculated as follows: (PW - FREE) × 5%(95%) = PSC, but not less than zero.

The full surrender charge formula is calculated as follows: (FW - FREE) × 5% = FSC.

Where:

(PW)		is the partial withdrawal amount.

(FW)		is the full withdrawal amount.

(FREE)		is the free withdrawal amount.

(PSC)		is the partial surrender charge amount.

(FSC)		is the full surrender charge amount.

Example:

Assume a Separate Account balance of $50,000 at the beginning of the second contract year.

1) If there is a full withdrawal at the beginning of the second contract year:

Surrender Charge = ($50,000 - $5,000) × .05 = $2,250.00.

Thus, the withdrawal proceeds would be = $50,000 – $30 – $2,250.00 = $47,720.00

Note: The contract maintenance fee ($30) applies to full withdrawals.

2) If there is a partial withdrawal of $10,000 at the beginning of the second contract year:

Surrender Charge = ($10,000 - $5,000) × .05/.95 = $263.16.

Thus, the Separate Account balance would be reduced by $10,000 + $263.16 = $10,263.16.

INTEREST RATE FACTOR ADJUSTMENT CALCULATION

The amount of General Account balance partially or fully withdrawn during the accumulation phase, and the total General Account balance on the annuity income date (if and to the extent that the General Account balance is applied to a variable annuity option), will be subject to an interest rate factor adjustment. The interest rate factor adjustment is based on interest rates payable on U.S. Treasury securities. In general, if rates on U.S. Treasury securities are higher when you withdraw than when you made the applicable purchase payments, a negative interest rate factor adjustment will generally be applied to the amount withdrawn, and you could receive an amount lower than the amount of purchase payments made. If rates on U.S. Treasury securities are lower when you withdraw than when you made the applicable purchase payments, a positive interest rate factor adjustment will generally be applied to the amount withdrawn, and you could receive an amount higher than the amount of purchase payments made. No interest rate factor adjustment will be applied during the window period. In addition, no interest rate factor adjustment will be applied to the General Account free withdrawal amount or to contracts issued to Pennsylvania residents.

The interest rate factor adjustment will reflect the relationship between (i) the weighted average of U.S. Treasury Index Rates corresponding to purchase payments and transfers into the General Account during the current five-year period (as adjusted for partial surrenders or transfers out of the General Account), (ii) the U.S. Treasury Index Rate which would be applicable during the time remaining in the current five-year period on the date of the surrender, and (iii) the time remaining in the current five-year period. In general, if the weighted average of U.S. Treasury Index Rates corresponding to purchase payments and transfers during the current five-year period is lower than the U.S. Treasury Index Rate which would be applicable during the time remaining in the current five-year period, then the application of the interest rate factor adjustment will result in a lower payment upon withdrawal.

The partial withdrawal interest rate factor adjustment formula is:

(1 - 1/IRF) × (GAPW - GAF + GAPSC) = IRFA.

In the event of a partial withdrawal, there is no interest rate factor adjustment if the General Account free withdrawal amount exceeds the General Account portion of such partial withdrawal.

The full withdrawal interest rate factor adjustment formula is:

(IRF - 1) × (GAFW - GAF) = IRFA.

Where:

(GAPW)		is the General Account partial withdrawal amount.

(GAFW)		is the General Account full withdrawal amount.

(GAF)		is the General Account free withdrawal amount.

(GAPSC)		is the General Account portion of the partial surrender charge amount determined as follows:

GAPSC = (GAPW - GAF) 5%/95%, but not less than zero.

(IRF)		is the interest rate factor.

(IRFA)		is the interest rate factor adjustment.

The interest rate factor is determined by the following formula:

(1 + Ta) ^(N/12)	₌	_IRF

(1.003 + Tb) ^(N/12)

Where:

(Ta)

is the weighted average of the U.S. Treasury Index Rates which correspond to the purchase
payments and/or transfers allocated to the General Account during the current five-year period.
The U.S. Treasury Index Rate corresponding to each such allocation is determined by the number
of full years and fractions thereof (but not less than one (1) year) remaining from the date of the
allocation until the end of the current five-year period. For purposes of determining the average
of these rates, each U.S. Treasury Index Rate is weighted by the amount of the corresponding
allocation (as adjusted to reflect any partial withdrawals and/or transfers from the General
Account subsequent to such allocation). The General Account balance at the beginning of any
five-year period will be treated as a new allocation for purposes of this calculation.

Each allocation made prior to a partial withdrawal and/or transfer from the General Account (other than the current withdrawal) shall be adjusted by multiplying such allocation by the following fraction:

1 - PW/GAB

Where:

(PW)		is the amount of the partial withdrawal and/or transfer from the General Account made subsequent to the allocation,

(GAB)		is the beginning General Account balance on the date of such partial withdrawal and/or transfer from the General Account.

		A separate adjustment shall be calculated for each prior partial withdrawal and/or transfer from the General Account.

(Tb)		is the U.S. Treasury Index Rate with a maturity equal to the number of full years and fractions thereof (but not less than one (1) year) remaining in the current five-year period on the date of the partial or full withdrawal,

(N)		is the number of whole months remaining in the current five-year period as of the date of the partial or full withdrawal (rounded down),

1.003		builds into the formula a factor representing direct and indirect costs to C.M. Life associated with liquidating General Account assets in order to satisfy withdrawal requests or to begin making annuity income payments (to the extent the General Account balance is applied to purchase a variable annuity). This adjustment of .30% has been added to the denominator of the formula because it is anticipated that a substantial portion (more than half) of applicable General Account portfolio assets will be in relatively illiquid private placement securities. Thus, in addition to direct transaction costs, if such securities must be sold (e.g., because of surrenders), the market price may be lower because they are not registered securities. Accordingly, even if interest rates decline, there will not be a positive adjustment until this factor is overcome, and then any adjustment will be lower than otherwise, to compensate for this factor. Similarly, if interest rates rise, any negative adjustment will be greater than otherwise, to compensate for this factor. If interest rates stay the same, this factor will result in a small but negative interest rate factor adjustment.

(IRF)		is the interest rate factor.

Examples:

The following examples illustrate the calculation of the interest rate factor and the interest rate factor adjustment.

In the following examples, the interest rate factor adjustment formula is applied so as to produce only positive numbers, which are then added to, or subtracted from, the withdrawal proceeds (for full General Account balance withdrawals) or the remaining General Account balance (for partial General Account balance withdrawals). For example, if the interest rate factor is .7, then the interest rate factor adjustment calculation illustrated below will show 1 - .7, rather than .7 - 1, to result in a positive number.

For examples 1 and 2, assume no change in interest rates.

1) Assume a $50,000 General Account balance at the beginning of the second five-year period, and a full withdrawal at that time.

Also, assume the U.S. Treasury Index Rate at that time is 7%.

_{THEN: IRF}	₌	(1.07) ⁽⁵⁾	₌	_.9861

		(1.073) ⁽⁵⁾

Interest Rate Factor Adjustment [deducted from proceeds] =

(1 - .9861) ($50,000 - $5,000) = $625.50.

2) Assume a $50,000 General Account balance at the beginning of the tenth contract year with a full withdrawal at that time.

Also, assume the U.S. Treasury Index Rate remains at 7% for all maturities:

_{THEN: IRF}	₌	1.07	₌	_.9972

		1.073

Interest Rate Factor Adjustment [deducted from proceeds] =

(1 - .9972) × ($50,000 - $5,000) = $126.00.

For examples 3 and 4, assume a General Account balance of $50,000 at the beginning of the seventh contract year.

3) Assume a full withdrawal at the beginning of the seventh contract year:

a) Assume that the beginning U.S. Treasury Index Rate was 7%, and the current U.S. Treasury Index Rate is 5.40%.

(This is a decrease in rates of 1.60%). Then the IRF = 1.05.

Interest Rate Factor Adjustment = (1.05 - 1) × ($50,000 - $5,000) = $2,250.

Thus, the actual amount of withdrawal proceeds paid = $50,000 + $2,250 - $30 = $52,220.

b) Assume that the beginning U.S. Treasury Index Rate was 7%, and the current U.S. Treasury Index Rate is 8.08%.

(This is an increase in rates of 1.08%). Then the IRF = .95.

Interest Rate Factor Adjustment = (1 - .95) × ($50,000 - $5,000) = $2,250.

Thus, the actual amount of withdrawal proceeds paid = $50,000 - $2,250 - $30 = $47,720.

Note: The contract maintenance fee ($30) applies to full withdrawals.

4) Assume a partial withdrawal of $10,000 at the beginning of the seventh contract year:

a) Assume that the beginning U.S. Treasury Index Rate was 7%, and the current U.S. Treasury Index Rate is 5.40%.

(This is a decrease in rates of 1.60%). Then the IRF = 1.05.

Interest rate factor adjustment =

₁

_{($10,000 - $5,000) = $238.10.}

1.05

Thus, the General Account balance would be reduced by $10,000 - $238.10 = $9,761.90.

b) Assume that the beginning U.S. Treasury Index Rate was 7%, and the current U.S. Treasury Index Rate is 8.08%.

(This is an increase in rates of 1.08%). Then the IRF = .95.

Interest rate factor adjustment =

₁

_{($10,000 - $5,000) = $263.16.}

.95

Thus, the General Account balance would be reduced by $10,000 - $236.16 = $10,263.16.

Examples:

The following examples illustrate the impact of the interest rate factor adjustment together with the surrender charge on withdrawal proceeds. For examples 1 and 2, assume a General Account balance of $50,000 at the beginning of the second contract year.

1) Assume a full withdrawal at the beginning of the second contract year.

a) Assume that the beginning U.S. Treasury Index Rate was 7%, and the current U.S. Treasury Index Rate is 4.18%.

(This is a decrease in rates of 2.82%). Then the IRF = 1.10.

Surrender charge = ($50,000 - $5,000) × .05 = $2,250.00.

Interest rate factor adjustment = (1.10 - 1) × ($50,000 - $5,000) = $4,500.00.

Thus, the actual amount of withdrawal proceeds paid = $50,000 - $2,250 + $4,500 - $30 = $52,220.00.

b) Assume that the beginning U.S. Treasury Index Rate was 7%, and the current U.S. Treasury Index Rate is 9.56%.

(This is an increase in rates of 2.56%). Then the IRF = .9.

Surrender charge = ($50,000 - $5,000) × .05 = $2,250.00.

Interest rate factor adjustment = (1 - .9) × ($50,000 - $5,000) = $4,500.00.

Thus, the actual amount of withdrawal proceeds paid = $50,000 - $2,250 - $4,500 - $30 = $43,220.00.

Note: The contract maintenance fee ($30) applies to full withdrawal.

(2) Assume a partial withdrawal of $10,000 at the beginning of the second contract year.

a) Assume that the beginning U.S. Treasury Index Rate was 7%, and the current U.S. Treasury Index Rate is 4.18%.

(This is a decrease in rates of 2.82%.) Then the IRF = 1.10.

Surrender charge = ($10,000 - $5,000) × .05/.95 = $263.16.

Interest rate factor adjustment =

₁

_{($10,000 - $5,000) = $478.47.}

1.10

Thus, the General Account balance will be reduced by $10,000 + $263.16 - $478.47 = $9,784.69.

b) Assume that the beginning U.S. Treasury Index Rate was 7%, and the current U.S. Treasury Index Rate is 9.56%.

(This is an increase in rates of 2.56%.) Then the IRF = .9.

Surrender charge = ($10,000 - $5,000) × .05/.95 = $263.16.

Interest rate factor adjustment = (1 - 1.9) × ($10,000 - $5,000 + $263.16) = $584.80.

Thus, the General Account balance will be reduced by $10,000 + $263.16 + $584.80 = $10,847.96.

RECORDS, REPORTS AND SERVICES

All records and accounts relating to the Separate Account will be maintained by C.M. Life. As presently required by the Investment Company Act of 1940 and regulations promulgated thereunder, C.M. Life will mail to all contract owners at their last known address of record, at least annually, reports containing such information as may be required under that Act or by any other applicable law or regulation. Contract owners will also receive confirmation of each financial transaction and any other reports required by law or regulation.

The assets of each of the sub-accounts of the Separate Account are held in the custody of C.M. Life. The assets of each of the sub-accounts of the Separate Account are segregated and held separate and apart from the assets of the other sub-accounts and from C.M. Life’s General Account assets. C.M. Life maintains records of all purchases and redemptions of shares of the Funds held by each of the sub-accounts.

PERFORMANCE MEASURES

C.M. Life may advertise certain performance-related information. This information reflects historical performance and is not intended to indicate or predict future performance.

Standardized Average Annual Total Return

C.M. Life will show standardized average annual total returns for each sub-account that has been in existence for more than one year. These returns assume you made a single $1,000 payment at the beginning of the period and withdrew the entire amount at the end of the period. The return reflects a deduction for the surrender charge, the annual contract maintenance fee and all other fund, separate account and contract level charges, except premium taxes, if any.

If a sub-account has been in existence for less than one year, C.M. Life will show the aggregate total return. This assumes you made a single $1,000 payment at the beginning of the period and withdrew the entire amount at the end of the period. The return reflects the change in unit value and a deduction of the surrender charge.

The following tables show the standardized average annual total return for the sub-accounts for the period ended December 31, 1999.

	1 Year		5 Years		Since Inception
Contrafund® Sub-Account	—		—		8.75	%†
Government Securities Sub-Account	(7.27	)%	5.66	%	4.89
Growth Sub-Account	(10.20	)	14.60		12.27
Income & Growth Sub-Account	—		—		5.34	†
Bond Income Sub-Account	(7.12	)	5.80		5.43
International Growth Sub-Account	41.76		17.88		13.28
Main Street Growth & Income Sub-Account	—		—		5.86	††
Mid-Cap Growth Sub-Account	—		—		13.31	†
Money Market Sub-Account	(0.93	)	4.04		3.51
Total Return Sub-Account	(8.41	)	9.79		8.17

The inception date of the contract was May 13, 1992.

†	This return is an aggregate total return for the period 5/1/99 to 12/31/99. It reflects the change in unit value and a deduction for the surrender charge.

††	This return is an aggregate total return for the period 10/1/99 to 12/31/99. It reflects the change in unit value and a deduction for the surrender charge.

Non-Standard Total Returns

C.M. Life will also show total returns based on historical performance of the sub-accounts and underlying funds. C.M. Life may assume the contracts were in existence prior to their inception date (May 13, 1992), which they were not. Total return percentages include all fund level and separate account level charges. They do not include a surrender charge, contract maintenance fee, or premium taxes, if any. If these charges were included, returns would be less than those shown.

Total Returns compare the value of an accumulation unit at the beginning of a period with the value of an accumulation unit at the end of the period.

Average Annual Total Returns measure this performance over a period of time greater than one year. Average annual total returns compare values over a given period of time and express the percentage as an average annual rate.

The performance figures discussed below, are calculated on the basis of the historical performance of the funds, and may assume the contracts were in existence prior to their inception date (May 13, 1992) which they were not. Beginning on the contract inception date (May 13, 1992), actual accumulation unit values are used for the calculations.

Average Annual Total Returns

For Periods Ending 12/31/99

Portfolio (Inception)	1 Year		3 Years		5 Years		10 Years		Since Inception

American Century VP Income & Growth (10/30/97) ⁽¹⁾	16.68	%	—		—		—		23.27	%
Fidelity’s VIP II(2) Contrafund® (1/3/95) ⁽¹⁾	22.85		24.67	%	—		—		26.29
Oppenheimer Bond/VA (4/3/85)	(2.63	)	3.56		5.88	%	6.54	%	7.10
Oppenheimer Main Street Growth & Income/VA (7/5/95) ⁽³⁾	20.33		17.72		—		—		24.35
Oppenheimer International Growth/VA** (5/13/92)	48.67		23.33		18.07		—		13.48
Oppenheimer Money/VA (4/3/85) ⁽⁴⁾	3.78		4.00		4.08		3.99		4.55
Panorama Government Securities (5/13/92)	(2.85	)	3.78		5.71		—		4.94
Panorama Growth (1/21/82)	(4.85	)	8.42		15.33		12.73		15.09
Panorama Total Return (9/30/82)	(2.65	)	7.83		10.89		9.96		11.51
T. Rowe Price Mid-Cap Growth (12/16/96) ⁽¹⁾	22.33		20.14		—		—		20.14

⁽¹⁾	These funds were added to the contract 5/1/99.

⁽²⁾	VIP II refers to Variable Insurance Products Fund II.

⁽³⁾	This fund was added to the contract 10/1/99.

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

Performance information for the sub-accounts may be: (a) compared to other variable annuity separate accounts or other investment products surveyed by Lipper Analytical Services, a nationally recognized independent reporting service or similar service that rank mutual funds and other investment companies by overall performance, investment objectives and assets; (b) compared to indices; (c) tracked by other ratings services, companies, publications or persons who rank separate accounts or other investment products on overall performance or other criteria; and (d) included in data bases that can be used to produce reports and illustrations by organizations such as CDA Wiesenberger. Performance figures will be calculated in accordance with standardized methods established by each reporting service.

C.M. Life may also show yield and effective yield for the Money Market sub-account over a seven-day period, which C.M. Life then “annualizes”. This means that when C.M. Life calculates yield, it assumes that the amount of money the investment earns for the week is earned each week over a 52-week period. C.M. Life shows this as a percentage of the investment. C.M. Life calculates the “effective yield” similarly but when it annualizes the amount, C.M. Life assumes the income earned is re-invested. Therefore, the effective yield is slightly higher than the yield because of the compounding effect.

These figures reflect a deduction for all fund, separate account and contract level charges assuming the contract remains inforce. The figures do not reflect the surrender charge or premium tax deductions (if any), which if included would reduce the percentages reported.

The 7-day yield and effective yield for the Money Market sub-account for the period ended December 31, 1999 are as follows

Before Deduction of Contract Maintenance Fee				After Deduction of Contract Maintenance Fee (Contract Maintenance Fee is 0.086%)
7-Day Yield:		2.44%		7-Day Yield:		2.35%
7-Day Effective Yield:		2.47%		7-Day Effective Yield:		2.38%

The performance figures discussed above reflect historical results of the Funds and are not intended to indicate or to predict future performance.

Panorama Plus Hypothetical Projections

American Century Income & Growth

$10,000 Purchase payment made October 31, 1997

			Non-Standard
Date	Payment	Accumulated Value	Calendar Year Total Return
10/31/97	$10,000	$10,000
12/31/97		$10,695	6.95	%
12/31/98		$13,381	25.11	%
12/31/99		$15,582	16.44	%

Fidelity Contrafund®
$10,000 Purchase payment made January 31, 1995
			Non-Standard
Date	Payment	Accumulated Value	Calendar Year Total Return
1/31/95	$10,000	$10,000
12/31/95		$14,010	40.10	%
12/31/96		$16,753	19.58	%
12/31/97		$20,527	22.52	%
12/31/98		$26,340	28.32	%
12/31/99		$32,322	22.71	%

Oppenheimer Bond
$10,000 Purchase payment made December 31, 1989
			Non-Standard
Date	Payment	Accumulated Value	Calendar Year Total Return
12/31/89	$10,000	$10,000
12/31/90		$10,639	6.39	%
12/31/91		$12,343	16.01	%
12/31/92		$12,966	5.05	%
12/31/93		$14,461	11.53	%
12/31/94		$13,990	(3.26	)%
12/31/95		$16,153	15.46	%
12/31/96		$16,706	3.42	%
12/31/97		$18,015	7.84	%
12/31/98		$18,992	5.43	%
12/31/99		$18,462	(2.79	)%

Oppenheimer Main Street® Growth & Income

$10,000 Purchase payment made July 31, 1995

			Non-Standard
Date	Payment	Accumulated Value	Calendar Year Total Return
7/31/95	$10,000	$10,000
12/31/95		$12,045	20.45	%
12/31/96		$15,744	30.71	%
12/31/97		$20,589	30.78	%
12/31/98		$21,284	3.38	%
12/31/99		$25,578	20.18	%

Oppenheimer International Growth
$10,000 Purchase payment made May 13, 1992
			Non-Standard
Date	Payment	Accumulated Value	Calendar Year Total Return
5/31/92	$10,000	$10,000
12/31/92		$ 9,472	(5.28	)%
12/31/93		$11,384	20.19	%
12/31/94		$11,344	(0.35	)%
12/31/95		$12,372	9.05	%
12/31/96		$13,812	11.65	%
12/31/97		$14,732	6.66	%
12/31/98		$17,361	17.84	%
12/31/99		$25,765	48.41	%

Panorama Government Securities
$10,000 Purchase payment made May 12, 1992
			Non-Standard
Date	Payment	Accumulated Value	Calendar Year Total Return
5/31/92	$10,000	$10,000
12/31/92		$10,556	5.56	%
12/31/93		$11,486	8.81	%
12/31/94		$10,830	(5.71	)%
12/31/95		$12,640	16.71	%
12/31/96		$12,725	0.67	%
12/31/97		$13,659	7.34	%
12/31/98		$14,573	6.69	%
12/31/99		$14,128	(3.05	)%

Panorama Growth

$10,000 Purchase payment made December 31, 1989

			Non-Standard
Date	Payment	Accumulated Value	Calendar Year Total Return
12/31/89	$10,000	$10,000
12/31/90		$ 9,075	(9.25	)%
12/31/91		$12,310	35.64	%
12/31/92		$13,631	10.73	%
12/31/93		$16,319	19.72	%
12/31/94		$16,054	(1.62	)%
12/31/95		$21,807	35.84	%
12/31/96		$25,644	17.60	%
12/31/97		$32,009	24.82	%
12/31/98		$34,282	7.10	%
12/31/99		$32,592	(4.93	)%

Panorama Total Return
$10,000 Purchase payment made December 31, 1989
			Non-Standard
Date	Payment	Accumulated Value	Calendar Year Total Return
12/31/89	$10,000	$10,000
12/31/90		$ 9,906	(0.94	)%
12/31/91		$12,583	27.03	%
12/31/92		$13,657	8.53	%
12/31/93		$15,671	14.75	%
12/31/94		$15,239	(2.75	)%
12/31/95		$18,735	22.94	%
12/31/96		$20,321	8.47	%
12/31/97		$23,839	17.31	%
12/31/98		$26,107	9.51	%
12/31/99		$25,385	(2.77	)%

T. Rowe Price Mid-Cap Growth
$10,000 Purchase payment made December 31, 1996
			Non-Standard
Date	Payment	Accumulated Value	Calendar Year Total Return
12/31/96	$10,000	$10,000
12/31/97		$11,715	17.15	%
12/31/98		$14,110	20.44	%
12/31/99		$17,231	22.11	%

DISTRIBUTION

MML Distributors, LLC (“MML Distributors”), is the principal underwriter of the Contracts. MML Distributors is a limited liability corporation. MML Investors Services, Inc. (“MMLISI”) serves as co-underwriter of the Contracts. Both MML Distributors and MMLISI are broker-dealers registered with the Securities and Exchange Commission and members of the National Association of Securities Dealers, Inc. MML Distributors and MMLISI are indirect wholly-owned subsidiaries of Massachusetts Mutual Life Insurance Company and affiliates of C.M. Life Insurance Company.

Pursuant to the Underwriting and Servicing Agreement, both MML Distributors and MMLISI will receive compensation for their activities as underwriters for the Separate Account. Compensation paid to MMLISI was $39,500 in 1999 and $39,500 in 1998. No compensation was paid to MML Distributors in 1999 or 1998. Commissions will be paid through MMLISI and MML Distributors to agents and selling brokers for selling the Contracts. During 1999, 1998 and 1997, commission payments amounted to $4,556,552, $5,066,528 and $4,710,230 respectively.

MML Distributors may enter into selling agreements with other broker-dealers which are registered with the Securities and Exchange Commission and are members of the National Association of Securities Dealers, Inc. (“selling brokers”). Contracts are sold through agents who are licensed by state insurance officials to sell the contracts. These agents are also registered representatives of selling brokers or of MMLISI.

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 MML Distributors, Limited Liability Company in the states of Maine, Ohio, and West Virginia.

The offering is on a continuous bases.

PURCHASE OF SECURITIES BEING OFFERED

Interests in the Separate Account are sold to contract owners as accumulation units. Charges associated with such securities are discussed in the Expenses section of the prospectus. The contract does not offer any special purchase plan or exchange programs not discussed in the prospectus.

FEDERAL TAX MATTERS

General

Note: The following description is based upon C.M. Life’s understanding of current federal income tax law applicable to annuities in general. C.M. Life cannot predict the probability that any changes in such laws will be made. Purchasers are cautioned to seek competent tax advice regarding the possibility of such changes. C.M. Life does not guarantee the tax status of the contracts. Purchasers bear the complete risk that the contracts may not be treated as “annuity contracts” under federal income tax laws. It should be further understood that the following discussion is not exhaustive and that special rules not described herein may be applicable in certain situations. Moreover, no attempt has been made to consider any applicable state or other tax laws.

Section 72 of the Code governs taxation of annuities in general. An owner is generally not taxed on increases in the value of a contract until distribution occurs, either in the form of a lump sum payment or as annuity payments under the annuity option selected. For a lump sum payment received as a total withdrawal (total surrender), the portion of the payment that exceeds the cost basis of the contract is subject to tax. For non-qualified contracts, this cost basis is generally the purchase payments, while for qualified contracts there may be no cost basis. The taxable portion of the lump sum payment is taxed at ordinary income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion amount is includible in taxable income. The exclusion amount for payments based on a fixed annuity option is determined by multiplying the payment by the ratio that the cost basis of the contract (adjusted for any period or refund feature) bears to the expected return under the contract. The exclusion amount for payments based on a variable annuity option is determined by dividing the cost basis of the contract (adjusted for any period certain or refund guarantee) by the number of years over which the annuity is expected to be paid. Payments received after the investment in the contract has been recovered (i.e. when the total of the excludable amount equals the investment in the contract) are fully taxable. The taxable portion is taxed at ordinary income tax rates. For certain types of qualified plans there may be no cost basis in the contract within the meaning of Section 72 of the Code. Owners, annuitants and beneficiaries under the contracts should seek competent financial advice about the tax consequences of any distributions.

C.M. Life is taxed as a life insurance company under the Code. For federal income tax purposes, the separate account is not a separate entity from C.M. Life, and its operations form a part of C.M. Life.

Diversification

Section 817(h) of the Code imposes certain diversification standards on the underlying assets of variable annuity contracts. The Code provides that a variable annuity contract will not be treated as an annuity contract for any period (and any subsequent period) for which the investments are not, in accordance with regulations prescribed by the United States Treasury Department (“Treasury Department”), adequately diversified. Disqualification of the contract as an annuity contract would result in the imposition of federal income tax to the Owner with respect to earnings allocable to the contract prior to the receipt of payments under the contract. The Code contains a safe harbor provision which provides that annuity contracts such as the contract meet the diversification requirements if, as of the end of each quarter, the underlying assets meet the diversification standards for a regulated investment company and no more than fifty-five percent (55%) of the total assets consist of cash, cash items, U.S. Government securities and securities of other regulated investment companies.

On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.1.817-5), which established diversification requirements for the investment portfolios underlying variable contracts such as the contract. The regulations amplify the diversification requirements for variable contracts set forth in the Code and provide an alternative to the safe harbor provision described above. Under the regulations, an investment portfolio will be deemed adequately diversified if: (1) no more than 55% of the value of the total assets of the portfolio is represented by any one investment; (2) no more than 70% of the value of the total assets of the portfolio is represented by any two investments; (3) no more than 80% of the value of the total assets of the portfolio is represented by any three investments; and (4) no more than 90% of the value of the total assets of the portfolio is represented by any four investments.

The Code provides that, for purposes of determining whether or not the diversification standards imposed on the underlying assets of variable contracts by Section 817(h) of the Code have been met, “each United States government agency or instrumentality shall be treated as a separate issuer.”

C.M. Life intends that all investment portfolios underlying the contracts will be managed in such a manner as to comply with these diversification requirements.

The Treasury Department has indicated that the diversification regulations do not provide guidance regarding the circumstances in which owner control of the investments of the separate account will cause the owner to be treated as the owner of the assets of the separate account, thereby resulting in the loss of favorable tax treatment for the contract. At this time it cannot be determined whether additional guidance will be provided and what standards may be contained in such guidance.

The amount of owner control which may be exercised under the contract is different in some respects from the situations addressed in published rulings issued by the Internal Revenue Service in which it was held that the policy owner was not the owner of the assets of the separate account. It is unknown whether these differences, such as the owner’s ability to transfer among investment choices or the number and type of investment choices available, would cause the owner to be considered as the owner of the assets of the separate account resulting in the imposition of federal income tax to the owner with respect to earnings allocable to the contract prior to receipt of payments under the contract.

In the event any forthcoming guidance or ruling is considered to set forth a new position, such guidance or ruling will generally be applied only prospectively. However, if such ruling or guidance was not considered to set forth a new position, it may be applied retroactively resulting in the owner being retroactively determined to be the owner of the assets of the separate account.

Due to the uncertainty in this area, C.M. Life reserves the right to modify the contract in an attempt to maintain favorable tax treatment.

Multiple Contracts

The Code provides that multiple non-qualified annuity contracts which are issued within a calendar year to the same contract owner by one company or its affiliates are treated as one annuity contract for purposes of determining the tax consequences of any distribution. Such treatment may result in adverse tax consequences including more rapid taxation of the distributed amounts from such combination of contracts. Owners should consult a tax adviser prior to purchasing more than one non-qualified annuity contract in any calendar year.

Contracts Owned by Other than Natural Persons

Under Section 72(u) of the Code, the investment earnings on premiums for the contracts will be taxed currently to the owner if the owner is a non-natural person, e.g., a corporation or certain other entities. Such contracts generally will not be treated as annuities for federal income tax purposes. However, this treatment is not applied to a contract held by a trust or other entity as an agent for a natural person or to contracts held by qualified plans. Purchasers should consult their own tax counsel or other tax adviser before purchasing a contract to be owned by a non-natural person.

Tax Treatment of Assignments

An assignment or pledge of a contract may be a taxable event. Owners should therefore consult competent tax advisers should they wish to assign or pledge their contracts.

Income Tax Withholding

All distributions or the portion thereof which is includible in the gross income of the owner are subject to federal income tax withholding. Generally, amounts are withheld from periodic payments at the same rate as wages and at the rate of 10% from non-periodic payments. However, the owner, in most cases, may elect not to have taxes withheld or to have withholding done at a different rate.

Effective January 1, 1993, certain distributions from retirement plans qualified under Section 401 of the Code, which are not directly rolled over to another eligible retirement plan or individual retirement account or individual retirement annuity, are subject to a mandatory 20% withholding for federal income tax. The 20% withholding requirement generally does not apply to: a) a series of substantially equal payments made at least annually for the life or life expectancy of the participant or joint and last survivor expectancy of the participant and a designated beneficiary or for a specified period of 10 years or more; or b) distributions which are required minimum distributions; or c) the portion of the distributions not includible in gross income (i.e. returns of after-tax contributions). The 20% withholding requirement also does not apply to hardship distributions from a 401(k) plan made after December 31, 1999. Participants should consult their own tax counsel or other tax adviser regarding withholding requirements.

Tax Treatment of Withdrawals—Non-Qualified Contracts

Section 72 of the Code governs treatment of distributions from annuity contracts. It provides that if the contract value exceeds the aggregate purchase payments made, any amount withdrawn, which is attributable to (1) purchase payments made after August 13, 1982 in an annuity contract entered into prior to August 14, 1982 or (2) purchase payments made in an annuity contract entered into after August 14, 1982, will be treated as coming first from the earnings and then, only after the income portion is exhausted, as coming from the principal. Withdrawn earnings are includible in gross income. It further provides that a ten percent (10%) penalty will apply to the income portion of any premature distribution. However, the penalty is not imposed on amounts received: (a) after the taxpayer reaches age 59¹ /2; (b) after the death of the taxpayer; (c) if the taxpayer is totally disabled (for this purpose disability is as defined in Section 72(m)(7) of the Code); (d) in a series of substantially equal periodic payments made not less frequently than annually for the life (or life expectancy) of the taxpayer or for the joint lives (or joint life expectancies) of the taxpayer and his or her beneficiary; (e) under an immediate annuity; or (f) which are allocable to purchase payments made prior to August 14, 1982.

With respect to (d) above, if the series of substantially equal periodic payments is modified before the later of your attaining age 59¹ /2 or 5 years from the date of the first periodic payment, then the tax for the year of the modification is increased by an amount equal to the tax which would have been imposed (the 10% tax penalty), but for the exception, plus interest for the tax years in which the exception was used.

The above information does not apply to qualified contracts. However, separate tax withdrawal penalties and restrictions may apply to such qualified contracts. (See “Tax Treatment of Withdrawals—Qualified Contracts” below.)

Qualified Plans

The contracts offered herein are designed to be suitable for use under various types of qualified plans. Taxation of participants in each qualified plan varies with the type of plan and terms and conditions of each specific plan. Owners, annuitants and beneficiaries are cautioned that benefits under a qualified plan may be subject to the terms and conditions of the plan regardless of the terms and conditions of the contracts issued pursuant to the plan. Some retirement plans are subject to distribution and other requirements that are not incorporated into C.M. Life’s administrative procedures. Owners, participants and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the contracts comply with applicable law. Following are general descriptions of the types of qualified plans with which the contracts may be used. Such descriptions are not exhaustive and are for general informational purposes only. The tax rules regarding qualified plans are very complex and will have differing applications depending on individual facts and circumstances. Each purchaser should obtain competent tax advice prior to purchasing a contract issued under a qualified plan.

Contracts issued pursuant to qualified plans include special provisions restricting contract provisions that may otherwise be available as described herein. Generally, contracts issued pursuant to qualified plans are not transferable except upon surrender or annuitization. Various penalty and excise taxes may apply to contributions or distributions made in violation of applicable limitations. Furthermore, certain withdrawal penalties and restrictions may apply to surrenders from qualified contracts. (See “Tax Treatment of Withdrawals—Qualified Contracts” below.)

On July 6, 1983, the Supreme Court decided in Arizona Governing Committee v. Norris that optional annuity benefits provided under an employer’s deferred compensation plan could not, under Title VII of the Civil Rights Act of 1964, vary between men and women. The contracts sold by C.M. Life in connection with qualified plans will utilize annuity tables which do not differentiate on the basis of sex. Such annuity tables will also be available for use in connection with certain non-qualified deferred compensation plans.

a. Tax Sheltered Annuities

Section 403(b) of the Code permits the purchase of “tax sheltered annuities” by public schools and certain charitable, educational and scientific organizations described in Section 501(c)(3) of the Code. These qualifying employers may make contributions to the contracts for the benefit of their employees. Such contributions are not includible in the gross income of the employees until the employees receive distributions from the contracts. The amount of contributions to the tax sheltered annuity is limited to certain maximums imposed by the Code. Furthermore, the Code sets forth additional restrictions governing such items as transferability, distributions, nondiscrimination and withdrawals. (See “Tax Treatment of Withdrawals—Qualified Contracts” and “Tax Sheltered Annuities—Withdrawal Limitations” below.) Employee loans are not allowable under the contracts. Any employee should obtain competent tax advice as to the tax treatment and suitability of such an investment.

b. H.R. 10 Plans

Section 401 of the Code permits self-employed individuals to establish qualified plans for themselves and their employees, commonly referred to as “H.R. 10” or “Keogh” plans. Contributions made to the plan for the benefit of the employees will not be included in the gross income of the employees until distributed from the Plan. The tax consequences to participants may vary depending upon the particular plan design. However, the Code places limitations and restrictions on all plans including on such items as: amount of allowable contributions; form, manner and timing of distributions; transferability of benefits; vesting and nonforfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment of distributions, withdrawals and surrenders. (See “Tax Treatment of Withdrawals—Qualified Contracts” below.) Purchasers of contracts for use with an H.R. 10 Plan should obtain competent tax advice as to the tax treatment and suitability of such an investment.

c. Individual Retirement Annuities

Section 408(b) of the Code permits eligible individuals to contribute to an individual retirement program known as an “Individual Retirement Annuity” (“IRA”). Under applicable limitations, certain amounts may be contributed to an IRA which will be deductible from the individual’s gross income. These IRAs are subject to limitations on eligibility, contributions, transferability and distributions. (See “Tax Treatment of Withdrawals—Qualified Contracts” below.) Under certain conditions, distributions from other IRAs and other Qualified Plans may be rolled over or transferred on a tax-deferred basis into an IRA. Sales of contracts for use with IRAs are subject to special requirements imposed by the Code, including the requirement that certain informational disclosure be given to persons desiring to establish an IRA. Purchasers of contracts to be qualified as Individual Retirement Annuities should obtain competent tax advice as to the tax treatment and suitability of such an investment.

Roth IRAs

Section 408A of the Code provides that beginning in 1998, individuals may purchase a new type of non-deductible IRA, known as a Roth IRA. Purchase payments for a Roth IRA are limited to a maximum of $2,000 per year. Lower maximum limitations apply to individuals with adjusted gross incomes between $95,000 and $110,000 in the case of single taxpayers, between $150,000 and $160,000 in the case of married taxpayers filing joint returns, and between $0 and $10,000 in the case of married taxpayers filing separately. An overall $2,000 annual limitation continues to apply to all of a taxpayer’s IRA contributions, including Roth IRA and non-Roth IRAs.

Qualified distributions from Roth IRAs are free from federal income tax. A qualified distribution requires that an individual has held the Roth IRA for at least five years and, in addition, that the distribution is made either after the individual reaches age 59¹ /2, on the individual’s death or disability, or as a qualified first-time home purchase, subject to a $10,000 lifetime maximum, for the individual, a spouse, child, grandchild, or ancestor. Any distribution which is not a qualified distribution is taxable to the extent of earnings in the distribution. Distributions are treated as made from contributions first and therefore no distributions are taxable until distributions exceed the amount of contributions to the Roth IRA. The 10% penalty tax and the regular IRA exceptions to the 10% penalty tax apply to taxable distributions from a Roth IRA.

Amounts may be rolled over from one Roth IRA to another Roth IRA. Furthermore, an individual may make a rollover contribution from a non-Roth IRA to a Roth IRA, unless the individual has adjusted gross income over $100,000 or the individual is a married taxpayer filing a separate return. The individual must pay tax on any portion of the IRA being rolled over that represents income or a previously deductible IRA contribution.

Purchasers of contracts to be qualified as a Roth IRA should obtain competent tax advice as to the tax treatment and suitability of such an investment.

d. Corporate Pension and Profit-Sharing Plans

Sections 401(a) and 401(k) of the Code permit corporate employers to establish various types of retirement plans for employees. These retirement plans may permit the purchase of the contracts to provide benefits under the plan. Contributions to the plan for the benefit of employees will not be includible in the gross income of the employees until distributed from the plan. The tax consequences to participants may vary depending upon the particular plan design. However, the Code places limitations and restrictions on all Plans including on such items as: amount of allowable contributions; form, manner and timing of distributions; transferability of benefits; vesting and nonforfeitability of interests; nondiscrimination in eligibility and participation; and the tax treatment of distributions, withdrawals and surrenders. (See “Tax Treatment of Withdrawals—Qualified Contracts” below.) Purchasers of contracts for use with Corporate Pension or Profit Sharing Plans should obtain competent tax advice as to the tax treatment and suitability of such an investment.

Tax Treatment of Withdrawals—Qualified Contracts

In the case of a withdrawal under a qualified contract, a ratable portion of the amount received is taxable, generally based on the ratio of the individual’s cost basis to the individual’s total accrued benefit under the retirement plan. Special tax rules may be available for certain distributions from a qualified contract. Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of any distribution from qualified retirement plans, including contracts issued and qualified under Code Sections 401 (H.R. 10 and Corporate Pension and Profit-Sharing Plans), and 408 (Individual Retirement Annuities) and 408A (Roth IRAs). To the extent amounts are not includible in gross income because they have been rolled over to an IRA or to another eligible qualified plan, no tax penalty will be imposed. The tax penalty will not apply to the following distributions: (a) if distribution is made on or after the date on which the owner or annuitant (as applicable) reaches age 59¹ /2; (b) distributions following the death or disability of the owner or annuitant (as applicable) (for this purpose disability is as defined in Section 72(m) (7) of the Code); (c) after separation from service, distributions that are part of a series of substantially equal periodic payments made not less frequently than annually for the life (or life expectancy) of the owner or annuitant (as applicable) or the joint lives (or joint life expectancies) of such owner or annuitant (as applicable) and his or her designated beneficiary; (d) distributions to an owner or annuitant (as applicable) who has separated from service after he has attained age 55; (e) distributions made to the owner or annuitant (as applicable) to the extent such distributions do not exceed the amount allowable as a deduction under Code Section 213 to the Owner or Annuitant (as applicable) for amounts paid during the taxable year for medical care; (f) distributions made to an alternate payee pursuant to a qualified domestic relations order; (g) distributions from an Individual Retirement Annuity for the purchase of medical insurance (as described in Section 213(d)(1)(D) of the Code) for the owner or annuitant (as applicable) and his or her spouse and dependents if the owner or annuitant (as applicable) has received unemployment compensation for at least 12 weeks (this exception will no longer apply after the owner or annuitant (as applicable) has been re-employed for at least 60 days); (h) distributions from an Individual Retirement Annuity made to the owner or annuitant (as applicable) to the extent such distributions do not exceed the qualified higher education expenses (as defined in Section 72(t)(7) of the Code) of the owner or annuitant (as applicable) for the taxable year; and (i) distributions from an Individual Retirement Annuity made to the owner or annuitant (as applicable) which are qualified first-time home buyer distributions (as defined in Section 72(t)(8)of the Code); and distributions made on account of an IRS levy made on a qualified retirement plan or IRA; the exceptions stated in (d) and (f) above do not apply in the case of an Individual Retirement Annuity. The exception stated in (c) above applies to an Individual Retirement Annuity without the requirement that there be a separation from service.

With respect to (c) above, if the series of substantially equal periodic payments is modified before the later of your attaining age 59¹ /2 or 5 years from the date of the first periodic payment, then the tax for the year of the modification is increased by an amount equal to the tax which would have been imposed (the 10% penalty tax) but for the exception, plus interest for the tax years in which the exception was used.

Generally, distributions from a qualified plan must begin no later than April 1st of the calendar year following the later of (a) the year in which the employee attains age 70¹ /2 or (b) the calendar year in which the employee retires. The date set forth in (b) does not apply to an Individual Retirement Annuity. Required distributions do not apply to a Roth IRA during the lifetime of the owner. Required distributions must be over a period not exceeding the life expectancy of the individual or the joint lives or life expectancies of the individual and his or her designated beneficiary. If the required minimum distributions are not made, a 50% penalty tax is imposed as to the amount not distributed.

Tax Sheltered Annuities—Withdrawal Limitations

The Code limits the withdrawal of amounts attributable to contributions made pursuant to a salary reduction agreement (as defined in Section 403(b)(11) of the Code) to circumstances only when the owner: (1) attains age 59¹ /2; (2) separates from service; (3) dies; (4) becomes disabled (within the meaning of Section 72(m)(7) of the Code); or (5) in the case of hardship. However, withdrawals for hardship are restricted to the portion of the contract owner’s value which represents contributions made by the owner and does not include any investment results. The limitations on withdrawals became effective on January 1, 1989 and apply only to salary reduction contributions made after December 31, 1988, to income attributable to such contributions and to income attributable to amounts held as of December 31, 1988. The limitations on withdrawals do not affect transfers between tax sheltered annuity plans. Contract owners should consult their own tax counsel or other tax adviser regarding any distributions.

Section 457 Deferred Compensation (“Section 457”) Plans

Employees of (and independent contractors who perform services for) certain state and local governmental units, or certain tax-exempt employers, may participate in a Section 457 plan of the employer, allowing them to defer part of their salary or other compensation. The amount deferred, and accrued income thereon, will not be taxable until it is paid or otherwise made available to the employee.

The maximum amount that can be deferred under a Section 457 plan in any tax year is generally one-third of the employee’s includible compensation, up to $8,000 (in 2000). Includible compensation means earnings for services rendered to the employer which are includible in the employee’s gross income, excluding the contributions under the Section 457 plan or a Tax-Sheltered Annuity. Certain catch-up deferrals are permitted during the last three (3) years before an employee attains normal retirement age. The contract purchased is issued to the employer, and the employee has no rights or vested interest in the contract. All contract value must be held for the exclusive benefit of the employee, and payments can only be made in accordance with Section 457 plan provisions. Presently, tax-free transfers of assets in a section 457 plan can only be made to another section 457 plan in certain limited cases.

Purchasers of contracts for use with Section 457 plans should obtain competent tax advice as to the tax treatment and suitability of such an investment.

EXPERTS

We have included the 1999 audited statutory financial statements of C.M. Life Insurance Company and the 1999 audited financial statements of Panorama Plus Separate Account in this Statement of Additional Information in reliance on the reports of Deloitte & Touche LLP, independent auditors’, given on the authority of that firm as experts in accounting and auditing. Deloitte & Touche LLP is located at City Place, 185 Asylum Street, Hartford, Connecticut 06103-3402.

The 1998 and 1997 audited statutory financial statements of C.M. Life and the 1998 audited financial statements of Panorama Plus Separate Account were audited by auditors other than Deloitte & Touche LLP.

Independent Auditors’ Report

The Board of Directors and Policyowners of

C. M. Life Insurance Company

We have audited the accompanying statement of Assets and Liabilities of each of the divisions of the Panorama Plus Separate Account (“the Account”), as of December 31, 1999, and the related statements of Operations and of Changes in Net Assets for the year then ended. These financial statements are the responsibility of the Account’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The Financial Statements of the account for the year ended December 31, 1998, were audited by other auditors, whose report, dated February 25, 1999, expressed an unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 1999 by correspondence with the investment company. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Account at December 31, 1999, and the results of their operations and their changes in net assets for the year then ended in conformity with generally accepted accounting principles.

Deloitte & Touche LLP

New York, New York

February 14, 2000

Panorama Plus Separate Account

STATEMENT OF ASSETS AND LIABILITIES

December 31, 1999

ASSETS

Investments, at Market (Notes 3A and 3B):
Total Return Sub-Account
175,214,181 shares (Cost $318,384,792)		$308,374,816

Growth Sub-Account
74,380,839 shares (Cost $234,251,111)		222,398,707

Government Securities Sub-Account
11,767,022 shares (Cost $12,739,830)		12,355,373

*International Growth Sub-Account
38,135,548 shares (Cost $53,103,944)		87,711,761

**Money Market Sub-Account
24,950,767 shares (Cost $24,950,767)		24,950,767

***Income Sub-Account
2,117,198 shares (Cost $27,559,340)		24,390,115

Main Street Growth & Income Sub-Account
450,279 shares (Cost $10,483,096)		11,090,374

Income & Growth Sub-Account
4,497,384 shares (Cost $32,978,125)		35,979,069

Mid-Cap Growth Sub-Account
1,297,667 shares (Cost $20,242,016)		22,657,258

Contrafund Sub-Account
1,778,729 shares (Cost $45,712,982)		51,849,958


Total investments		801,758,198


Dividends receivable		57,523

Receivable from C.M. Life Insurance Company		5,583


Total assets		801,821,304

LIABILITIES

Payable to C.M. Life Insurance Company		-


NET ASSETS		$801,821,304

Net assets:	Units	Unit Values	Net Assets

Total Return Sub-Account	155,032,383	$ 1.989093	$308,373,828

Growth Sub-Account	86,617,273	2.567633	222,401,369

Government Securities Sub-Account	8,546,351	1.445753	12,355,913

International Growth Sub-Account	33,381,406	2.627625	87,713,817

Money Market Sub-Account	19,384,715	1.290391	25,013,862

Income Sub-Account	16,661,593	1.463777	24,388,857

Main Street Growth & Income Sub-Account	9,952,682	1.114311	11,090,383

Income & Growth Sub-Account	32,447,776	1.108805	35,978,256

Mid-Cap Growth Sub-Account	18,995,014	1.192759	22,656,474

Contrafund Sub-Account	45,292,817	1.144741	51,848,545


			$801,821,304

*	Prior to October 1, 1999, the International Growth Sub-Account was called International Equity Sub-Account. The International Growth Sub-Account invests in the Oppenheimer International Growth Fund/VA.

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

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

See Notes to Financial Statements.

F-2

Panorama Plus Separate Account

STATEMENT OF OPERATIONS

For The Year Ended December 31, 1999

	Total Return Sub-Account		Growth Sub-Account		Government Securities Sub-Account		*International Growth Sub-Account	****Money Market Sub-Account	**Income Sub-Account		***Main Street Growth & Income Sub-Account		Income & Growth Sub-Account		Mid-Cap Growth Sub-Account	Contrafund Sub-Account

Investment income

Dividends (Note 3B)	$28,381,481		$16,187,043		$ 907,351		$ 1,788,006	$ 1,039,819	$ 1,637,321		$ -		$ -		$ 217,811	$ -

Expenses

Mortality and expense risk fees (Note 4)	4,264,632		3,330,112		169,721		794,304	242,896	335,635		12,691		140,890		77,995	194,797


Net investment income (loss) (Note 3C)	24,116,849		12,856,931		737,630		993,702	796,923	1,301,686		(12,691	)	(140,890	)	139,816	(194,797	)


Net realized and unrealized gain (loss) on investments

Net realized gain (loss) on investments (Notes 3B, 3C and 6)	6,804,408		26,245,480		(77,870	)	8,608,399	-	(337,265	)	14,768		49,149		71,536	71,190

Change in net unrealized appreciation/depreciation of investments	(41,823,143	)	(52,918,902	)	(1,123,489	)	19,651,334	-	(1,795,261	)	607,278		3,000,944		2,415,241	6,136,976


Net gain (loss) on investments	(35,018,735	)	(26,673,422	)	(1,201,359	)	28,259,733	-	(2,132,526	)	622,046		3,050,093		2,486,777	6,208,166


Net increase (decrease) in net assets resulting from operations	$(10,901,886	)	$(13,816,491	)	$ (463,729	)	$ 29,253,435	$ 796,923	$ (830,840	)	$ 609,355		$ 2,909,203		$ 2,626,593	$ 6,013,369

*	Prior to October 1, 1999, the International Growth Sub-Account was called International Equity Sub-Account. The International Growth Sub-Account invests in the Oppenheimer International Growth Fund/VA.

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

***	For The Period October 1, 1999 (Commencement of Operations) Through December 31, 1999.

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

See Notes to Financial Statements.

F-3

Panorama Plus Separate Account

STATEMENT OF CHANGES IN NET ASSETS

For The Year Ended December 31, 1999

	Total Return Sub-Account		Growth Sub-Account		Government Securities Sub-Account		*International Growth Sub-Account		****Money Market Sub-Account		**Income Sub-Account		***Main Street Growth & Income Sub-Account		Income & Growth Sub-Account		Mid-Cap Growth Sub-Account		Contrafund Sub-Account

Increase (decrease) in net assets

Operations:

Net investment income (loss)	$24,116,849		$ 12,856,931		$ 737,630		$ 993,702		$ 796,923		$ 1,301,686		$ (12,691	)	$ (140,890	)	$ 139,816		$ (194,797	)

Net realized gain (loss) on investments	6,804,408		26,245,480		(77,870	)	8,608,399		-		(337,265	)	14,768		49,149		71,536		71,190

Change in net unrealized appreciation/depreciation of investments	(41,823,143	)	(52,918,902	)	(1,123,489	)	19,651,334		-		(1,795,261	)	607,278		3,000,944		2,415,241		6,136,976


Net increase (decrease) in net assets resulting from operations	(10,901,886	)	(13,816,491	)	(463,729	)	29,253,435		796,923		(830,840	)	609,355		2,909,203		2,626,593		6,013,369


Capital transactions:

Net contract payments	16,055,132		12,277,806		657,399		3,997,411		5,769,562		1,107,868		497,631		4,395,494		3,117,471		5,663,600

Withdrawal of funds	(82,164,047	)	(67,794,692	)	(2,933,028	)	(15,663,884	)	(9,147,832	)	(6,865,055	)	(71,708	)	(614,727	)	(521,482	)	(1,074,410	)

Reimbursement (payment) of accumulation unit value fluctuation	9,843		76,215		949		(3,840	)	874		(5,172	)	8,110		19,460		(13,599	)	(15,908	)

Transfers between sub-accounts and the General Account	(42,769,765	)	(54,180,109	)	(1,756,696	)	(3,679,909	)	9,955,015		(2,354,807	)	10,046,995		29,268,826		17,447,491		41,261,894


Net increase (decrease) in net assets resulting from capital transactions	(108,868,837	)	(109,620,780	)	(4,031,376	)	(15,350,222	)	6,577,619		(8,117,166	)	10,481,028		33,069,053		20,029,881		45,835,176


Total increase (decrease)	(119,770,723	)	(123,437,271	)	(4,495,105	)	13,903,213		7,374,542		(8,948,006	)	11,090,383		35,978,256		22,656,474		51,848,545

NET ASSETS, at beginning of the year	428,144,551		345,838,640		16,851,018		73,810,604		17,639,320		33,336,863		-		-		-		-


NET ASSETS, at end of the year	$308,373,828		$222,401,369		$ 12,355,913		$ 87,713,817		$ 25,013,862		$ 24,388,857		$ 11,090,383		$ 35,978,256		$ 22,656,474		$ 51,848,545

*	Prior to October 1, 1999, the International Growth Sub-Account was called International Equity Sub-Account. The International Growth Sub-Account invests in the Oppenheimer International Growth Fund/VA.

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

***	For The Period October 1, 1999 (Commencement of Operations) Through December 31, 1999.

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

See Notes to Financial Statements.

F-4

Panorama Plus Separate Account

STATEMENT OF CHANGES IN NET ASSETS

For The Year Ended December 31, 1998

	Total Return Sub-Account		Growth Sub-Account		Government Securities Sub-Account		International Equity Sub-Account		**Money Market Sub-Account		*Income Sub-Account

Increase (decrease) in net assets

Operations:

Net investment income	$ 56,180,525		$ 41,737,533		$ 740,513		$ 1,611,418		$ 632,799		$ 596,505

Net realized gain (loss) on investments	8,712,734		17,519,511		470,345		3,011,506		-		64,002

Change in net unrealized appreciation/depreciation of investments	(26,539,079	)	(36,930,341	)	(151,458	)	6,840,065		-		1,038,213


Net increase (decrease) in net assets resulting from operations	38,354,180		22,326,703		1,059,400		11,462,989		632,799		1,698,720

Capital transactions:

Net contract payments	24,140,599		24,286,725		1,106,669		4,298,145		4,131,906		3,090,400

Withdrawal of funds	(48,104,474	)	(28,611,868	)	(2,650,180	)	(5,692,454	)	(3,867,333	)	(3,990,534	)

Reimbursement (payment) of accumulation unit value fluctuation	86,559		30,713		2,364		5,496		(19,924	)	(2,864	)

Transfers between sub-accounts and the General Account	(4,499,346	)	4,200,075		1,086,515		(2,334,475	)	2,316,196		2,037,135


Net increase (decrease) in net assets resulting from capital transactions	(28,376,662	)	(94,355	)	(454,632	)	(3,723,288	)	2,560,845		1,134,137


Total increase (decrease)	9,977,518		22,232,348		604,768		7,739,701		3,193,644		2,832,857

NET ASSETS, at beginning of the year	418,167,033		323,606,292		16,246,250		66,070,903		14,445,676		30,504,006


NET ASSETS, at end of the year	$428,144,551		$345,838,640		$ 16,851,018		$ 73,810,604		$ 17,639,320		$ 33,336,863

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

See Notes to Financial Statements.

F-5

Panorama Plus Separate Account

Notes To Financial Statements

1.	*HISTORY*

Panorama Plus Separate Account (the “Separate Account”) was established as a separate investment account of C.M. Life Insurance Company (“C.M. Life”). C.M. Life is a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”).

The Separate Account is used exclusively for C.M. Life’s Group and Individual Flexible Premium Deferred Annuity.

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

2.	*INVESTMENT OF THE SEPARATE ACCOUNT’S ASSETS*

The Separate Account maintains ten Sub-Accounts. Each Sub-Account invests in shares of certain investment portfolios/funds of the following registered investment companies: the Panorama Series Fund, Inc. (“Panorama Fund”), the Oppenheimer Variable Account Funds (“Oppenheimer Trust”), American Century Variable Portfolios, Inc. (“American Century”), T. Rowe Price Equity Series, Inc. (“T. Rowe Price”), and the Fidelity Variable Insurance Products Fund II (“VIP II”).

Panorama Fund is an open-end investment company registered under the 1940 Act with four of its Portfolios available to Panorama Plus contract owners: the Total Return Sub-Account invests in the Panorama Total Return Portfolio, the Growth Sub-Account invests in the Panorama Growth Portfolio, the Government Securities Sub-Account invests in the Panorama Government Securities Portfolio and the International Growth Sub-Account invests in the Oppenheimer International Growth Fund/VA (Prior to October 1, 1999, this Fund was called the Panorama International Equity Portfolio).

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

American Century, is an open-end, diversified management investment company with one of its Funds available to Panorama Plus contract owners: the Income & Growth Sub-Account invests in the American Century VP Income & Growth Fund. American Century Investment Management, Inc. is the investment manager to the Fund.

T. Rowe Price is an open-end, diversified investment company with one of its series of shares available to Panorama Plus contract owners: the Mid-Cap Growth Sub-Account invests in the T. Rowe Price Mid-Cap Growth Portfolio. T. Rowe Price Associates, Inc. is the investment manager to the Portfolio.

VIP II is an open-end, management investment company registered under the 1940 Act with one of its Portfolios available to the Panorama Plus contract owners: the Contrafund Sub-Account invests in the Fidelity VIP II Contrafund® Portfolio. Fidelity Management & Research Company (“FMR”) is the investment manager to the VIP II Contrafund® Portfolio. Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research (Far East) Inc., serve as sub-advisers to the investment sub-adviser to the Portfolio.

In addition to the ten Sub-Accounts of the Separate Account, a contract owner may also allocate funds to C.M. Life’s General Account. Interests in the General Account are registered under the Securities Act of 1933, as amended, but the General Account in not registered under the 1940 Act.

3.	*SIGNIFICANT ACCOUNTING POLICIES*

The following is a summary of significant accounting policies followed consistently by the Separate Account in preparation of the financial statements in conformity with generally accepted accounting principles.

Notes To Financial Statements (Continued)

A. Investment Valuation

Investments in Panorama Fund, Oppenheimer Trust, American Century, T. Rowe Price and VIP II are each stated at market value which is the net asset value per share of each of the respective underlying Portfolios/Funds.

B. Accounting for Investments

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

C. Federal Income Taxes

Operations of the Separate Account form a part of the total operations of C.M. Life, and the Separate Account is not taxed separately. C.M. Life is taxed as a life insurance company under the provisions of the 1986 Internal Revenue Code, as amended. The Separate Account will not be taxed as a “regulated investment company” under Subchapter M of the Internal Revenue Code. Under existing federal law, no taxes are payable on investment income and realized capital gains attributable to contracts which depend on the Separate Account’s investment performance. Accordingly, no provision for federal income tax has been made. C.M. Life may, however, make such a charge in the future if an unanticipated change of current law results in a company tax liability attributable to the Separate Account.

D. Estimates

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

4.	*CHARGES*

There are no deductions for sales charges made from contract payments at the time of purchase. C.M. Life may pay premium taxes in connection with purchase payments under the Contracts. Depending upon applicable state law, C.M. Life will deduct any premium taxes from purchase payments, upon surrender or on the Annuity Income Date. Premium taxes currently range from 0% to 4.28% of purchase payments.

There is also an annual contract maintenance fee (currently $30 per Contract), imposed each year for contract maintenance and related administrative expenses.

For assuming mortality and expense risks, C.M. Life deducts a charge equal, on an annual basis, to 1.07% of the daily net asset value of the Separate Account’s assets. C.M. Life also deducts an administrative charge equal, on an annual basis, to .07% of the daily net assets of each of the Sub-Accounts of the Separate Account. These charges cover expenses in connection with the administration of the Separate Account and the contracts.

5.	*DISTRIBUTION AGREEMENTS*

MML Distributors, LLC (“MML Distributors”), a wholly-owned subsidiary of MassMutual, serves as principal underwriter of the contracts pursuant to an underwriting and servicing agreement among MML Distributors, C.M. Life and Panorama Plus Separate Account. MML Distributors is registered with the Securities and Exchange Commission (the “SEC”) as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. (the “NASD”). MML Distributors may enter into selling agreements with other broker-dealers who are registered with the SEC and are members of the NASD in order to sell the contracts.

MML Investors Services, Inc. (“MMLISI”) serves as co-underwriter of the contracts pursuant to underwriting and servicing agreements among MMLISI, C.M. Life and Panorama Plus Separate Account. MMLISI is registered with the SEC as a broker dealer under the Securities Exchange Act of 1934 and is a member of the NASD. Registered representatives of MMLISI sell the contracts as authorized variable life insurance agents under applicable state insurance laws.

Notes To Financial Statements (Continued)

Pursuant to underwriting and servicing agreements, commissions or other fees due to registered representatives for selling and servicing the contracts are paid by C.M. Life on behalf of MML Distributors or MMLISI. MML Distributors and MMLISI also receive compensation for their actions as underwriters of the contracts.

6.	*PURCHASES AND SALES OF INVESTMENTS*

For The Year Ended	Total Return Sub-Account		Growth Sub-Account		Government Securities Sub-Account		International Growth Sub-Account		Money Market Sub-Account
December 31, 1999	Total Return Sub-Account		Growth Sub-Account		Government Securities Sub-Account		International Growth Sub-Account		Money Market Sub-Account

Cost of purchases	$ 57,163,495		$ 44,208,299		$ 3,153,666		$ 12,897,283		$ 28,756,416

Proceeds from sales	$(141,915,649	)	$(140,972,968	)	$ (6,447,545	)	$ (27,236,618	)	$ (21,352,283	)

For The Year Ended	Income Sub-Account		Main Street Growth & Income Sub-Account		Income & Growth Sub-Account		Mid-Cap Growth Sub-Account		Contrafund Sub-Account
December 31, 1999 (Continued)	Income Sub-Account		Main Street Growth & Income Sub-Account		Income & Growth Sub-Account		Mid-Cap Growth Sub-Account		Contrafund Sub-Account

Cost of purchases	$ 6,136,003		$ 10,717,544		$ 35,380,261		$ 22,028,688		$ 49,268,585

Proceeds from sales	$ (12,951,613	)	$ (249,216	)	$ (2,451,285	)	$ (1,858,208	)	$ (3,626,793

7. NET INCREASE (DECREASE) IN ACCUMULATION UNITS

For The Year Ended	Total Return Sub-Account		Growth Sub-Account		Government Securities Sub-Account		International Growth Sub-Account		Money Market Sub-Account
December 31, 1999	Total Return Sub-Account		Growth Sub-Account		Government Securities Sub-Account		International Growth Sub-Account		Money Market Sub-Account

Units purchased	7,973,769		4,602,932		450,078		2,129,498		4,558,054

Units withdrawn	(40,871,336	)	(25,534,976	)	(2,014,776	)	(8,327,053	)	(7,199,718	)

Units transferred between sub-accounts and the General Account	(21,606,285	)	(20,612,500	)	(1,212,768	)	(2,182,062	)	7,839,426


Net increase (decrease)	(54,503,852	)	(41,544,544	)	(2,777,466	)	(8,379,617	)	5,197,762

Units, at beginning of the year	209,536,235		128,161,817		11,323,817		41,761,023		14,186,953


Units, at end of the year	155,032,383		86,617,273		8,546,351		33,381,406		19,384,715


For The Year Ended	Income Sub-Account		Main Street Growth & Income Sub-Account		Income & Growth Sub-Account		Mid-Cap Growth Sub-Account		Contrafund Sub-Account
December 31, 1999 (Continued)	Income Sub-Account		Main Street Growth & Income Sub-Account		Income & Growth Sub-Account		Mid-Cap Growth Sub-Account		Contrafund Sub-Account

Units purchased	748,059		475,200		4,337,856		2,961,288		5,593,570

Units withdrawn	(4,646,136	)	(65,977	)	(582,832	)	(476,570	)	(1,020,905	)

Units transferred between sub-accounts and the General Account	(1,614,894	)	9,543,459		28,692,752		16,510,296		40,720,152


Net increase (decrease)	(5,512,971	)	9,952,682		32,447,776		18,995,014		45,292,817

Units, at beginning of the year	22,174,564		-		-		-		-


Units, at end of the year	16,661,593		9,952,682		32,447,776		18,995,014		45,292,817

For The Year Ended	Total Return Sub-Account		Growth Sub-Account		Government Securities Sub-Account		International Equity Sub-Account		Money Market Sub-Account		Income Sub-Account
December 31, 1998	Total Return Sub-Account		Growth Sub-Account		Government Securities Sub-Account		International Equity Sub-Account		Money Market Sub-Account		Income Sub-Account

Units purchased	12,547,757		9,271,389		764,428		2,557,243		3,387,881		2,104,616

Units withdrawn	(25,010,464	)	(11,026,434	)	(1,830,858	)	(3,424,566	)	(3,150,252	)	(2,717,327	)

Units transferred between sub-accounts and the General Account	(2,380,643	)	1,363,012		717,850		(1,500,649	)	1,857,988		1,362,327


Net increase (decrease)	(14,843,350	)	(392,033	)	(348,580	)	(2,367,972	)	2,095,617		749,616

Units, at beginning of the year	224,379,585		128,553,850		11,672,397		44,128,995		12,091,336		21,424,948


Units, at end of the year	209,536,235		128,161,817		11,323,817		41,761,023		14,186,953		22,174,564

Report of Independent Auditors’

To the Board of Directors and Policyholders of

C.M. Life Insurance Company

We have audited the accompanying statutory statement of financial position of C.M. Life Insurance Company as of December 31, 1999, and the related statutory statements of income, changes in shareholder’s equity, and cash flows for the year then ended. 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 audit. The statutory financial statements of the Company for the years ended December 31, 1998 and 1997, were audited by other auditors. Their report, dated February 25, 1999, expressed an opinion that these statements were not fairly presented in conformity with generally accepted accounting principles; however, such report also expressed an unqualified opinion on those financial statements’ conformity with the statutory basis of accounting described in Note 1 to the financial statements.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

As described more fully in Note 1 to the financial statements, the Company has prepared these financial statements using statutory accounting practices prescribed or permitted by the State of Connecticut Insurance Department, 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 matters discussed in the preceding paragraph, the 1999 financial statements referred to above do not present fairly, in conformity with generally accepted accounting principles, the financial position of C.M. Life Insurance Company as of December 31, 1999, or the results of its operations or its cash flows for the year then ended.

In our opinion, the 1999 statutory financial statements referred to above present fairly, in all material respects, the financial position of C.M. Life Insurance Company at December 31, 1999, and the results of its operations and its cash flows for the year then ended, on the statutory basis of accounting described in Note 1.

DELOITTE & TOUCHE LLP

Hartford, Connecticut

February 1, 2000

C.M. Life Insurance Company

STATUTORY STATEMENTS OF FINANCIAL POSITION

     December 31,

     1999      1998

     (In Millions)

Assets:

Bonds
    $
    735.0
    $
   683.0

Mortgage loans      225.4      126.3

Other investments      25.6      76.3

Policy loans      120.7      150.4

Cash and short-term investments      182.0      105.7




Total invested assets      1,288.7      1,141.7




Investment and insurance amounts receivable      33.8      33.9

Federal income tax receivable      7.2      2.1

Transfer due from separate accounts      59.2      34.3




          1,388.9      1,212.0

Separate account assets      1,764.2      1,318.9




Total assets
   $
3,153.1
    $
2,530.9




See Notes to Statutory Financial Statements.

FF-2

C.M. Life Insurance Company

STATUTORY STATEMENTS OF FINANCIAL POSITION, Continued

     December 31,

     1999      1998

     ($ In Millions Except
for Par Value)

Liabilities:

Policyholders’ reserves and funds      $1,175.9      $  996.3

Policyholders’ claims and other benefits      4.6      3.8

Payable to parent      50.9      28.8

Asset valuation and other investment reserves      22.7      23.9

Other liabilities      39.5      18.2




          1,293.6      1,071.0

Separate account liabilities      1,764.2      1,318.9




Total liabilities      3,057.8      2,389.9




Shareholder’s equity:

Common stock, $200 par value

     50,000 shares authorized

     12,500 shares issued and outstanding      2.5      2.5

Paid-in and contributed surplus      68.8      68.8

Surplus      24.0      69.7




Total shareholder’s equity      95.3      141.0




Total liabilities & shareholder’s equity      $3,153.1      $2,530.9




See Notes to Statutory Financial Statements.

FF-3

C.M. Life Insurance Company

STATUTORY STATEMENTS OF INCOME

     Years Ended December 31,

     1999      1998      1997

     (In Millions)

Revenue:

Premium income      $    938.8      $    406.4      $    331.3

Net investment income      85.0      82.4      75.3

Fees and other income      8.4      5.5      7.5





Total revenue      1,032.2         494.3         414.1





Benefits and expenses:

Policyholders’ benefits and payments      332.2      185.2      100.4

Addition to policyholders’ reserves and funds      518.7      168.8      200.7

Operating expenses      122.0      72.1      49.5

Commissions      82.6      49.6      33.5

State taxes, licenses and fees      9.9      8.1      3.5





Total benefits and expenses      1,065.4      483.8      387.6





Net gain (loss) from operations before federal income taxes      (33.2 )      10.5      26.5

Federal income taxes      2.1      6.8      19.0





Net gain (loss) from operations      (35.3 )      3.7      7.5

Net realized capital gain (loss)      (8.7 )      (1.1 )      0.1





Net income (loss)      $    (44.0 )      $        2.6      $        7.6





See Notes to Statutory Financial Statements.

FF-4

C.M. Life Insurance Company

STATUTORY STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

     Years Ended December 31,

     1999      1998      1997

     (In Millions)

Shareholder’s equity, beginning of year      $141.0      $113.2      $109.8






Increases (decreases) due to:

Net income (loss)      (44.0 )      2.6      7.6

Change in asset valuation and investment reserves      1.2      2.7      (4.8 )

Change in net unrealized capital gains (losses)      4.0      (5.8 )      0.8

Capital contribution      –        25.0      –

Other      (6.9 )      3.3      (0.2 )






          (45.7 )      27.8      3.4






Shareholder’s equity, end of year      $  95.3      $141.0      $113.2






See Notes to Statutory Financial Statements.

FF-5

C.M. Life Insurance Company

STATUTORY STATEMENTS OF CASH FLOWS

     Years Ended December 31,

     1999      1998      1997

     (In Millions)

Operating activities:

Net income (loss)      $  (44.0 )      $      2.6      $      7.6

Addition to policyholders’ reserves, funds and policy benefits net of
     transfers to separate accounts      180.4      44.6      44.2

Net realized capital (gain) loss      8.7      1.1      (0.1 )

Other changes      14.3      7.8      0.5






Net cash provided by operating activities      159.4      56.1      52.2






Investing activities:

Loans and purchases of investments      (486.1 )      (568.6 )      (438.6 )

Sales and maturities of investments and receipts from repayment of
     loans      403.0      504.8      411.1






Net cash used in investing activities      (83.1 )      (63.8 )      (27.5 )






Financing Activities:

Capital and surplus contribution      –        25.0      –






Net cash provided by financing activities      –        25.0      –






Increase in cash and short-term investments      76.3      17.3      24.7

Cash and short-term investments, beginning of year      105.7      88.4      63.7






Cash and short-term investments, end of year      $  182.0      $  105.7      $    88.4






See Notes to Statutory Financial Statements.

FF-6

Notes To Statutory Financial Statements

C.M. Life Insurance Company (“the Company”) is a wholly-owned stock life insurance subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”). The Company is primarily engaged in the sale of flexible premium universal and variable life insurance and variable annuity products distributed through career agents. The Company is licensed to sell life insurance and annuities in Puerto Rico, the District of Columbia and 49 states (excluding New York).

1. SUMMARY OF ACCOUNTING PRACTICES

The accompanying statutory financial statements have been prepared in conformity with the statutory accounting practices, except as to form, of the National Association of Insurance Commissioners (“NAIC”) and the accounting practices prescribed or permitted by the State of Connecticut Insurance Department and are different in some respects from financial statements prepared in accordance with generally accepted accounting principles (“GAAP”). The more significant differences are as follows: (a) acquisition costs, such as commissions and other costs directly related to acquiring new business, are charged to current operations as incurred, whereas GAAP would require these expenses to be capitalized and recognized over the life of the policies; (b) statutory policy reserves are based upon the commissioners reserve valuation methods and statutory mortality, morbidity and interest assumptions, whereas GAAP reserves would generally be based upon net level premium and estimated gross margin methods and appropriately conservative estimates of future mortality, morbidity and interest assumptions; (c) bonds are generally carried at amortized cost whereas GAAP generally requires they be reported at fair value; (d) deferred income taxes are not provided for book-tax timing differences as would be required by GAAP; and (e) payments received for universal and variable life products and variable annuities 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 January 1, 2001. The effect of adopting Codification shall be reported as an adjustment to surplus on the effective date. The Company is currently reviewing the impact of Codification; however, due to the nature of certain required accounting changes and their sensitivity to factors such as interest rates, the actual impact upon adoption cannot be determined at this time.

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

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

a. Investments

Bonds are valued in accordance with rules established by the NAIC. Generally, bonds are valued at amortized cost, using the interest method.

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.

Other investments include holdings in affiliated mutual funds and preferred stocks and are valued in accordance with rules established by the NAIC. Generally, investments in mutual funds are valued at fair value and preferred stocks in good standing at cost.

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.

Notes to Statutory Financial Statements, Continued

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 surplus against fluctuations in the value of stocks, as well as declines in the value of bonds and mortgage loans. The IMR defers after-tax realized capital gains and losses which result from changes in the overall level of interest rates for all types of fixed income investments and interest related hedging activities. These interest rate related gains and losses are amortized into net investment income using the grouped method over the remaining life of the investment sold or over the remaining life of the underlying asset. Net realized after-tax capital losses of $1.4 million in 1999, and realized after-tax capital gains of $2.6 million in 1998 and $2.0 million in 1997 were deferred into the IMR. Amortization of the IMR into net investment income amounted to $0.5 million in 1999, $0.3 million in 1998 and $0.1 million in 1997. At December 31, 1999, the unamortized IMR deferred was in a net loss position, which in accordance with the regulations, was recorded as a reduction of surplus.

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

b. Separate Accounts

Separate account assets and liabilities represent segregated funds administered and invested by the Company for the benefit of variable life and annuity contractholders. Assets consist principally of marketable securities reported at fair value. Transfers due from separate accounts represent the policyholders’ account values in excess of statutory benefit reserves. Premiums, benefits and expenses of the separate 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 $341.4 million, $121.0 million and $146.5 million in 1999, 1998 and 1997, respectively, are included in addition to policyholders’ reserves and funds, in the Statutory Statements of Income.

c. Non-admitted Assets

Assets designated as “non-admitted” include prepaid agent commissions, other prepaid expenses and the IMR, when in a net loss deferral position, and are excluded from the Statutory Statements of Financial Position. These amounted to $9.9 million and $5.5 million as of December 31, 1999 and 1998, respectively and changes therein are charged directly to surplus.

d. Policyholders’ Reserves and Funds

Policyholders’ reserves for life insurance contracts are developed using accepted actuarial methods computed principally on the net level premium, the Commissioners’ Reserve Valuation Method and the California Method bases using the 1980 Commissioners’ Standard Ordinary mortality tables with assumed interest rates ranging from 2.50 to 4.50 percent.

Reserves for individual annuities are based on accepted actuarial methods, principally at interest rates ranging from 6.25 to 9.00 percent.

e. Premium and Related Expense Recognition

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

f. Cash and Short-term Investments

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

Notes to Statutory Financial Statements, Continued



2. FEDERAL INCOME TAXES

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

The Company plans to file a separate company 1999 federal income tax return.

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

Federal tax payments were $6.8 million in 1999, $16.9 million in 1998 and $6.8 million in 1997.



3. SHAREHOLDER’S EQUITY

The Board of Directors of MassMutual has authorized the contribution of funds to the Company sufficient to meet the capital requirements of all states in which the Company is licensed to do business. Substantially all of the statutory shareholder’s equity is subject to dividend restrictions relating to various state regulations, which limit the payment of dividends to the shareholder without prior approval. Under these regulations, $14.1 million of shareholder’s equity is available for distribution to the shareholder in 2000 without prior regulatory approval.

During 1998, MassMutual contributed additional paid-in capital of $25.0 million to the Company.

4.    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 mortgage loans.

a. Bonds

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

   December 31, 1999

   Carrying
Value    Gross
Unrealized
Gains    Gross
Unrealized
Losses    Estimated
Fair
Value

   (In Millions)

U.S. Treasury securities and obligations of U.S.
    government corporations and agencies
$   85.8

$    0.3

$    2.6

$  83.5

Debt securities issued by foreign governments
       2.5

     0.1

          –

     2.6

Mortgage-backed securities
     52.3

     0.4

     1.6

    51.1

State and local governments
     10.3

     0.1

     0.4

    10.0

Corporate debt securities
   561.7

     3.3

    17.7

  547.3

Utilities
    16.5

     0.1

     0.6

    16.0

Affiliates   5.9   0.3     – 6.2






     TOTAL    $ 735.0    $    4.6    $  22.9    $ 716.7






FF-9

Notes to Statutory Financial Statements, Continued

   December 31, 1998

   Carrying
Value    Gross
Unrealized
Gains    Gross
Unrealized
Losses    Estimated
Fair
Value

   (In Millions)

U.S. Treasury securities and obligations of U.S.
     government corporations and agencies    $  69.3    $    1.4    $    0.1    $  70.6

Debt securities issued by foreign governments    3.2    –      0.1    3.1

Mortgage-backed securities    57.9    1.6    0.2    59.3

State and local governments    12.1    0.4    0.2    12.3

Corporate debt securities    522.6    17.8    3.0    537.4

Utilities    17.9    0.9    –      18.8






     TOTAL    $683.0    $ 22.1    $  3.6    $701.5






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

     Carrying
Value      Estimated
Fair Value

     (In Millions)

Due in one year or less      $  55.0      $  55.1

Due after one year through five years      193.9      192.9

Due after five years through ten years      310.6      299.2

Due after ten years      79.3      76.2




          638.8      623.4

Mortgage-backed securities, including securities guaranteed
    by the U.S. government      96.2      93.3




     TOTAL      $735.0      $716.7




Proceeds from sales of investments in bonds were $325.8 million during 1999, $480.4 million during 1998, and $388.8 million during 1997. Gross capital gains of $2.1 million in 1999, $5.0 million in 1998, and $3.8 million in 1997 and gross capital losses of $4.9 million in 1999, $0.9 million in 1998, and $0.5 million in 1997 were realized on those sales, portions of which were deferred into the IMR.

b.

Mortgages

The Company had restructured loans with book values of $10.3 million and $10.4 million at December 31, 1999 and 1998, respectively. These loans typically have been modified to defer a portion of the contractual interest payments to future periods. Interest deferred to future periods was immaterial in 1999, 1998 and 1997.

Approximately 60% and 50% of the Company’s commercial mortgage loans at December 31, 1999 and 1998, respectively, were loans whose underlying collateral is comprised of office buildings. There were no significant regional concentrations of commercial mortgage loans at December 31, 1999 and 1998.

At December 31, 1999, scheduled commercial mortgage loan maturities were as follows: 2000 – $3.3 million; 2001 – $10.2 million; 2002 – $28.6 million; 2003 – $21.5 million; 2004 – $24.4 million; and $74.0 million thereafter.

c.

Other

Investments in affiliated mutual funds had a cost of $17.4 million in 1999 and $62.4 million in 1998.

Notes to Statutory Financial Statements, Continued

5. PORTFOLIO RISK MANAGEMENT

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

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

The Company utilizes interest rate swap agreements, options, and purchased caps and floors to reduce interest rate exposures arising from mismatches between assets and liabilities and to modify portfolio profiles to manage other risks identified. Under interest rate swaps, the Company agrees to an exchange, at specified intervals, between streams of variable rate and fixed rate interest payments calculated by reference to an agreed-upon notional principal amount. Gains and losses realized on the termination of contracts are deferred and amortized through the IMR over the remaining life of the associated contract. IMR amortization is included in net investment income on the Statutory Statements of Income. Net amounts receivable and payable are accrued as adjustments to net investment income and included in investment and insurance amounts receivable on the Statutory Statements of Financial Position. At December 31, 1999 and 1998, the Company had swaps with notional amounts of $226.5 million and $197.5 million, respectively.

Options grant the purchaser the right to buy or sell a security or enter into a derivative transaction at a stated price within a stated period. The Company’s option contracts have terms of up to ten years. The amounts paid for options purchased are amortized into net investment income over the life of the contract on a straight-line basis. Unamortized costs are included in other investments on the Statutory Statements of Financial Position. Gains and losses on these contracts are recorded at the expiration or termination date and are deferred and amortized through the IMR over the remaining life of the option contract. At December 31, 1999 and 1998, the Company had option contracts with notional amounts of $944.5 million and $961.2 million, respectively. The Company’s credit risk exposure was limited to the unamortized costs of $7.0 million and $7.5 million at December 31, 1999 and 1998, respectively.

Interest rate cap agreements grant the purchaser the right to receive the excess of a referenced interest rate over a stated rate calculated by reference to an agreed upon notional amount. Interest rate floor agreements grant the purchaser the right to receive the excess of a stated rate over a referenced interest rate calculated by reference to an agreed upon notional amount. Amounts paid for interest rate caps and floors are amortized into net investment income over the life of the asset on a straight-line basis. Unamortized costs are included in other investments on the Statutory Statements of Financial Position. Amounts receivable and payable are accrued as adjustments to net investment income and included in the Statutory Statements of Financial Position as investment and insurance amounts receivable. Gains and losses on these contracts, including any unamortized cost, are recognized upon termination and are deferred and amortized through the IMR over the remaining life of the associated cap or floor agreement. At December 31, 1999 and 1998, the Company had agreements with notional amounts of $355.0 million. The Company’s credit risk exposure on these agreements is limited to the unamortized costs of $0.2 million and $0.5 million at December 31, 1999 and 1998, respectively.

The Company utilizes asset swap agreements to reduce exposures, such as currency risk and prepayment risk, built into certain assets acquired. Cross-currency interest rate swaps allow investment in foreign currencies, increasing access to additional investment opportunities, while limiting foreign exchange risk. The net cash flows from asset and currency swaps are recognized as adjustments to the underlying assets’ net investment income. Gains and losses realized on the termination of these contracts adjusts the bases of the underlying assets. Notional amounts relating to asset and currency swaps totaled $3.6 million at December 31, 1999. As of December 31, 1998, the Company did not have any open asset swap agreements.

The Company enters into forward U.S. Treasury, Government National Mortgage Association (“GNMA”) and Federal National Mortgage Association (“FNMA”) commitments for the purpose of managing interest rate exposure. The Company generally does not take delivery on forward commitments. These commitments are instead settled with offsetting transactions. Gains and losses on forward commitments are recorded when the commitment is closed and deferred and amortized through the IMR over the remaining life of the asset. At December 31, 1999 and 1998, the Company had U. S. Treasury, GNMA and FNMA purchase commitments which will settle during the following year with contractual amounts of $15.4 million and $1.0 million, respectively.

Notes to Statutory Financial Statements, Continued

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 $3.8 million and $14.2 million at December 31, 1999 and 1998, respectively. The Company monitors exposure to ensure counterparties are credit worthy and concentration of exposure is minimized. Additionally, collateral positions are obtained with counterparties when considered prudent.



6. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

     1999      1998

    Carrying
Value      Fair
Value      Carrying
Value     Fair
Value

    (In Millions)

       Financial assets

Bonds $735.0      $716.7      $683.0      $701.5

Mortgage loans 225.4      219.7      126.3      126.7

Other investments 25.6      25.6      76.3      76.3

Policy loans 120.7      120.7      150.4      150.4

Cash & short-term investments 182.0      182.0      105.7      105.7

       Financial liabilities

Investment type insurance contracts
    267.8
     267.8      129.8      132.8

       Off-balance sheet financial instruments

Interest rate swap agreements
    –
     (3.1 )      –        2.7

Financial options
    7.0
     3.7      7.5      9.8

Interest rate caps & floors
    0.2
     –        0.5      1.6

Forward commitments
    –
     15.3      –        1.0

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

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

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

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

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

Notes to Statutory Financial Statements, Continued

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



7. RELATED PARTY TRANSACTIONS

MassMutual and the Company have an agreement whereby MassMutual, for a fee, furnishes the Company, as required, operating facilities, human resources, computer software development and managerial services. Also, investment and administrative services are provided to the Company pursuant to a management services agreement with MassMutual. Fees incurred under the terms of these agreements were $124.5 million, $74.1 million and $39.7 million in 1999, 1998 and 1997, respectively. While management believes that these fees are calculated on a reasonable basis, they may not necessarily be indicative of the costs that would have been incurred on a stand-alone basis.

The Company cedes a portion of its life insurance business to MassMutual and other insurers in the normal course of business. The Company’s retention limit per individual insured is $15.0 million; the portion of the risk exceeding the retention limit is reinsured with other insurers, including MassMutual. The Company is contingently liable with respect to ceded reinsurance in the event any reinsurer is unable to fulfill its contractual obligations.

The Company has a modified coinsurance quota-share reinsurance agreement with MassMutual whereby the Company cedes 75% of the premiums on certain universal life policies. In return, MassMutual pays the Company a stipulated expense allowance, death and surrender benefits, and a modified coinsurance adjustment based upon experience. The Company retains the assets and related reserves for payment of future benefits on the ceded policies. Premium income of $29.8 million, $33.7 million and $35.1 million was ceded to MassMutual in 1999, 1998 and 1997, respectively. Policyholder benefits of $38.7 million, $38.4 million and $36.9 million were ceded to MassMutual in 1999, 1998 and 1997, respectively.

The Company also has a stop-loss agreement with MassMutual under which the Company cedes claims which, in aggregate, exceed .22% of the covered volume for any year, with maximum coverage of $25.0 million above the aggregate limit. The aggregate limit was $45.4 million in 1999, $36.9 million in 1998, and $35.6 million in 1997 and it was not exceeded in any of the years. Premium income of $1.3 million, $1.0 million and $1.0 million was ceded to MassMutual in 1999, 1998 and 1997, respectively.



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

Notes to Statutory Financial Statements, Continued

9. AFFILIATED COMPANIES

The relationship of the Company, MassMutual and affiliated companies as of December 31, 1999, is illustrated below. Subsidiaries are wholly-owned by MassMutual, except as noted.

Parent

Massachusetts Mutual Life Insurance Company

Subsidiaries of Massachusetts Mutual Life Insurance Company

CM Assurance Company

CM Benefit Insurance Company

C.M. Life Insurance Company

MassMutual Holding Company

MML Bay State Life Insurance Company

MML Distributors, LLC

MassMutual Mortgage Finance, LLC

Subsidiaries of MassMutual Holding Company

GR Phelps & Co., Inc.

MassMutual Holding Trust I

MassMutual Holding Trust II

MassMutual Holding MSC, Inc.

MassMutual International, Inc.

MML Investor Services, Inc.

Subsidiaries of MassMutual Holding Trust I

Antares Capital Corporation – 80.0%

Charter Oak Capital Management, Inc. – 80.0%

Cornerstone Real Estate Advisors, Inc.

DLB Acquisition Corporation – 91.3%

Oppenheimer Acquisition Corporation – 91.91%

Subsidiaries of MassMutual Holding Trust II

CM Advantage, Inc.

CM International, Inc.

CM Property Management, Inc.

HYP Management, Inc.

MMHC Investments, Inc.

MML Realty Management

Urban Properties, Inc.

MassMutual Benefits Management, Inc.

Subsidiaries of MassMutual International, Inc.

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

MassLife Seguros de Vida S. A. – 99.9%

MassMutual International (Bermuda) Ltd.

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

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

MassMutual Holding MSC, Inc.

MassMutual Corporate Value Limited – 40.93%

9048 – 5434 Quebec, Inc.

1279342 Ontario Limited

Affiliates of Massachusetts Mutual Life Insurance Company

MML Series Investment Fund

MassMutual Institutional Funds

PART C

OTHER INFORMATION

Item 24    Financial Statements and Exhibits

(a) Financial Statements:

Financial Statements Included in Part A

Condensed Financial Information

Financial Statements Included in Part B

Registrant

Report of Independent Auditors’

Statement of Assets and Liabilities as of December 31, 1999

Statement of Operations for the year ended December 31, 1999

Statement of Changes in Net Assets for the years ended December 31, 1999, and 1998

Notes to Financial Statements

The Depositor

Report of Independent Auditors’

Statutory Statements of Financial Position as of December 31, 1999 and 1998

Statutory Statements of Income for the Years ended December 31, 1999, 1998 and 1997

Statutory Statements of Changes in Shareholders’ Equity for the years ended December 31, 1999, 1998 and 1997

Statutory Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997

Notes to Statutory Financial Statements

        (b)  Exhibits:

(1)         Copy of Resolution of the Board of Directors of C.M. Life Insurance Company
establishing the Separate Account.(7)

(2)         Not Applicable.

(3)      (a)    Form of Distribution Agreement between the Registrant and MML Distributors LLC.(3)

     (b)    Copy of Underwriting and Servicing Agreement between MML Investors Services, Inc.
and C.M. Life Insurance Company.(2)

(4)      (a)    Form of Individual Contract and Certificates for the Panorama Plus Annuity.(7)

(5)         Form of Application for the Panorama Plus Annuity Individual Contract.(7)

(6)      (a)    Copy of the Articles of Incorporation of C.M. Life Insurance Company.(4)

     (b)    Copy of the by-laws of C.M. Life Insurance Company.(4)

(7)         Not Applicable.

(8)      (a)    Form of Participation Agreement with Oppenheimer Variable Account Funds.(5)

     (b)    Form of Participation Agreement with Panorama Series Funds, Inc.(5)

     (c)    Form of Participation Agreement with T. Rowe Price Equity Series, Inc.(9)

     (d)    Form of Participation Agreement with Fidelity Variable Insurance Products Fund II.(9)

     (e)    Form of Participation Agreement with American Century Variable Portfolio.(10)

(9)         Opinion of and Consent of Counsel.(1)

(10)      (i)    Consent of Independent Auditors’, Deloitte & Touche LLP.(1)

     (ii)    Copy of the Powers of Attorney(8)

     (iii)    Copy of the Power of Attorney for Robert J. O’Connell(11)

     (iv)    Powers of Attorney for Robert W. Crispin and Lawrence V. Burkett, Jr.(12)

(11)         Not Applicable.

(12)         Not Applicable.

(13)         Form of Schedule of Computation of Performance(7)

(14)         Not Applicable.

(1)

Filed herewith.

(2)

Incorporated by reference to Exhibit 1(b) to the registration statement on Form S-1 for C.M. Life Insurance Company (File No. 333-2347) as filed with the Securities and Exchange Commission on April 8, 1996.

(3)

Incorporated by reference to Post-Effective Amendment No. 7 to the registration statement on Form N-4 for the Panorama Plus Separate Account (File No. 33-45122) as filed with the Securities and Exchange Commission on April 23, 1997.

(4)

Incorporated by reference to Post Effective Amendment No. 3 to Registration Statement File No. 33-91072.

(5)

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

(6)

Incorporated by reference to Post Effective Amendment No. 4 to Registration No. 333-2347

(7)

Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement No. 33-45122 filed and effective May 1, 1998.

(8)

Incorporated by reference to Post-Effective Amendment No. 33-61679 filed on Form N-4 on December 21, 1998.

(9)

Incorporated by reference to Initial Registration Statement No. 333-65887, filed on October 20, 1998.

(10)

Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement No. 333-41667, filed on May 26, 1998.

(11)

Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement No. 333-41667 filed on Form S-6 in April, 1999.

(12)

Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement No. 333-2347 filed on Form S-2 in March 2000.

Item 25.    Directors and Officers of the Depositor

Directors of C.M. Life Insurance Company

Name, Position, Business Address

Principal Occupation(s) During Past Five Years

Lawrence V. Burkett, Jr., Director

1295 State Street

Springfield, MA 01111

C.M. Life
Director (since 1996)
President and Chief Executive Officer (1996-2000)

MassMutual
Executive Vice President and General Counsel (since 1993)

Isadore Jermyn, Director and Senior Vice President and Actuary

1295 State Street
Springfield, MA 01111

C.M. Life
Director (since 1998); Senior Vice President and Actuary (since 1996)

MassMutual
Senior Vice President and Actuary (since 1999 and 1995-1998) Senior Vice President and Chief Actuary (1998-1999) Vice President and Actuary (1980-1995)

Efrem Marder, Director

1295 State Street
Springfield, MA 01111

C.M. Life
Director (since 1999)

David L. Babson and Co. Inc.
Executive Director (since 2000)

MassMutual
Executive Director (1998-2000)
Senior Managing Director (1996-1998)
Vice President and Managing Director (1989-1996)

James E. Miller, Director and Executive Vice President-Life Operations

1295 State Street

Springfield, MA 01111

C.M. Life
Director (since 1998) and Executive Vice President-Life Operations (since 1999)
Senior Vice President-Life Operations (1998-1999)

MassMutual
Executive Vice President (since 1997 and 1987-1996)

UniCare Life & Health
Senior Vice President (1996-1997)

John V. Murphy, Director

1295 State Street
Springfield, MA 01111

C.M. Life
Director (since 1999)

MassMutual
Executive Vice President (since 1997)

David L. Babson & Co., Inc.
Executive Vice President and Chief Operating Officer (1995-1997)

Concert Capital Management, Inc.
Chief Operating Officer (1993-1995)

Robert J. O’Connell, Director

1295 State Street
Springfield, MA 01111

C.M. Life
Director (since 1999)

MassMutual
Chairman (since 2000), President and Chief Executive Officer (since 1999)

American International Group, Inc.
Senior Vice President (1991-1998)

AIG Life Companies
President and Chief Executive Officer (1991-1998)

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

Robert W. Crispin, President and Chief Executive Officer

1295 State Street
Springfield, MA 01111

C.M. Life
President and Chief Executive officer (since 2000)

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

Stuart H. Reese, Executive Vice President-Investments

1295 State Street
Springfield, MA 01111

C.M. Life
Executive Vice President-Investments (since 1999) Director and Senior Vice President-Investments (1996-1999)

David L. Babson and Co. Inc.
President and Chief Executive Officer (since 1999)

MassMutual
Executive Vice President and Chief Investment Officer (since 1999) Chief Executive Director-Investment Management (1997-1999) Senior Vice President (1993-1997)

Edward M. Kline, Vice President and Treasurer

1295 State Street
Springfield, MA 01111

C.M. Life
Vice President (since 1999) and Treasurer (since 1997)

MassMutual
Vice President (since 1989) and Treasurer (since 1997)

Ann F. Lomeli, Senior Vice President and Secretary

1295 State Street
Springfield, MA 01111

C.M. Life
Senior Vice President (since 1999) and Secretary (since 1988)

MassMutual Senior Vice President, Secretary and Deputy General Counsel (since 1999) Vice President, Secretary and Deputy General Counsel (1999) Vice President, Secretary and Associate General Counsel (1998-1999) Vice President, Associate Secretary and Associate General Counsel (1996-1998)

Connecticut Mutual Life Insurance Company
Corporate Secretary and Counsel (1988-1996)

Item 26.    Persons Controlled By or Under Common Control with the Depositor or Registrant

        The assets of the Registrant, under state law, are assets of C.M. Life.

        C.M. Life Insurance Company is 100% owned by Massachusetts Mutual Life Insurance Company.

        The Registrant may also be deemed to be under common control with other separate accounts established by MassMutual and its life insurance subsidiaries, C.M. Life Insurance Company and MML Bay State Life Insurance Company, which are registered as unit investment trusts under the Investment Company Act of 1940.

        The discussion that follows indicates those entities owned directly or indirectly by Massachusetts Mutual Life Insurance Company:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

CORPORATE ORGANIZATION

A.    DIRECT SUBSIDIARIES OF MASSMUTUAL—MassMutual is the sole owner of each subsidiary unless otherwise indicated.

        1.   CM Assurance Company, a Connecticut corporation which operates as a life and health insurance company. This subsidiary is inactive.

        2.   CM Benefit Insurance Company, a Connecticut corporation which operates as a life and health insurance company. This subsidiary is inactive.

        3.   C.M. Life Insurance Company, a Connecticut corporation which operates as a life and health insurance company.

        4.   MML Bay State Life Insurance Company, a Connecticut corporation which operates as a life and health insurance company.

        5.   MML Distributors, LLC, a Connecticut limited liability company which operates as a securities broker-dealer. (MassMutual—99%; G.R. Phelps & Co., Inc.—1%)

        6.   MassMutual Holding Company, a Delaware corporation which operates as a holding company for certain MassMutual entities.

        7.   MassMutual Mortgage Finance, LLC, a Delaware limited liability company which makes, acquires, holds and sells mortgage loans.

        8.   The MassMutual Trust Company, a federally chartered stock savings bank.

B.    MASSMUTUAL HOLDING COMPANY GROUP

        MassMutual Holding Company is the sole owner of each subsidiary or affiliate unless otherwise indicated.

        1.   G.R. Phelps & Co, Inc., a Connecticut corporation which formerly operated as a securities broker-dealer. This subsidiary is inactive and expected to be dissolved.

        2.   MML Investors Services, Inc., a Massachusetts corporation which operates as a securities broker-dealer. (MassMutual Holding Company—86%; G.R. Phelps & Co., Inc.—14%)

        3.   MassMutual Holding MSC, Inc., a Massachusetts corporation which operates as a holding company for MassMutual positions in investment entities organized outside of the United States. This subsidiary qualifies as a “Massachusetts Security Corporation” under Chapter 63 of the Massachusetts General Laws.

        4.   MassMutual Holding Trust I, a Massachusetts business trust which operates as a holding company for separately-staffed MassMutual investment subsidiaries.

        5.   MassMutual Holding Trust II, a Massachusetts business trust which operates as a holding company for non-staffed MassMutual investment subsidiaries.

        6.   MassMutual International, Inc., a Delaware corporation which operates as a holding company for those entities constituting MassMutual’s international insurance operations.

C.    MML INVESTORS SERVICES, INC. GROUP

        Set forth below are the direct and indirect subsidiaries of MML Investors Services, Inc. The parent is the sole owner of each subsidiary unless otherwise indicated.

    Direct Subsidiaries of MML Investors Services, Inc.

        1.   MML Insurance Agency, Inc., a Massachusetts corporation which operates as an insurance broker.

        2.   MML Securities Corporation, a Massachusetts corporation which operates as a “Massachusetts Security Corporation” under Section 63 of the Massachusetts General Laws.

    Direct Subsidiaries of MML Insurance Agency, Inc.

        1.   DISA Insurance Services of America, Inc., an Alabama corporation which operates as an insurance broker.

        2.   Diversified Insurance Services of America, Inc., a Hawaii corporation which operates as an insurance broker.

        3.   MML Insurance Agency of Mississippi, P.C., a Mississippi corporation which operates as an insurance broker.

        4.   MML Insurance Agency of Nevada, Inc., a Nevada corporation which operates as an insurance broker.

        5.   MML Insurance Agency of Ohio, Inc. an Ohio corporation which operates as an insurance broker. (Controlled by MML Insurance Agency, Inc. through a voting trust agreement.)

        6.   MML Insurance Agency of Texas, Inc., a Texas corporation which operates as an insurance broker. (Controlled by MML Insurance Agency, Inc. through an irrevocable proxy arrangement.)

D.    MASSMUTUAL HOLDING MSC, INC. GROUP

        MassMutual Holding MSC, Inc. is the sole owner of each subsidiary or affiliate unless otherwise indicated.

        1.   MassMutual Corporate Value Limited, a Cayman Islands corporation which holds a 90% ownership interest in MassMutual Corporate Value Partners Limited, another Cayman Islands corporation operating as a high-yield bond fund. (MassMutual Holding MSC, Inc.—46%)

        2.   9048-5434 Quebec, Inc., a Canadian corporation which operates as the owner of Hotel du Parc in Montreal, Quebec, Canada.

        3.   1279342 Ontario Limited, a Canadian corporation which operates as the owner of Deerhurst Resort in Huntsville, Ontario, Canada.

E.    MASSMUTUAL HOLDING TRUST I GROUP

        Set forth below are the direct and indirect subsidiaries and affiliates of MassMutual Holding Trust I. The parent is the sole owner of each subsidiary unless otherwise indicated.

    Direct Subsidiaries of MassMutual Holding Trust I

        1.   Antares Capital Corporation, a Delaware corporation which operates as a finance company. (MassMutual Holding Trust I—99%)

        2. Cornerstone Real Estate Advisers, Inc., a Massachusetts corporation which operates as an investment adviser.

        3.   DLB Acquisition Corporation, a Delaware corporation which operates as a holding company for the David L. Babson companies (MassMutual Holding Trust I—85%).

        4.   Oppenheimer Acquisition Corp., a Delaware corporation which operates as a holding company for the Oppenheimer companies (MassMutual Holding Trust I—89%).

    Direct Subsidiary of DLB Acquisition Corporation

        David L. Babson and Company Incorporated, a Massachusetts corporation which operates as an investment adviser.

    Direct Affiliates of David L. Babson and Company Incorporated

        1.   Charter Oak Capital Management, Inc., a Delaware corporation which operates as a manager of institutional investment portfolios. (David L. Babson and Company Incorporated—80%)

        2.   Babson Securities Corporation, a Massachusetts corporation which operates as a securities broker-dealer.

        3.   Babson-Stewart Ivory International, a Massachusetts general partnership which operates as an investment adviser. (David L. Babson and Company Incorporated—50%).

        4.   Potomac Babson Incorporated, a Massachusetts corporation which operates as an investment adviser (David L. Babson and Company Incorporated—99%).

    Direct Subsidiary of Oppenheimer Acquisition Corp.

        Oppenheimer Funds, Inc., a Colorado corporation which operates as the investment adviser to the Oppenheimer Funds.

        Trinity Investment Management Corporation, a Pennsylvania corporation and registered investment adviser which provides portfolio management and equity research services primarily to institutional clients.

    Direct Subsidiaries of OppenheimerFunds, Inc.

        1.   Centennial Asset Management Corporation, a Delaware corporation which operates as investment adviser and general distributor of the Centennial Funds.

        2.   HarbourView Asset Management Corporation, a New York corporation which operates as an investment adviser.

        3.   OppenheimerFunds Distributor, Inc., a New York corporation which operates as a securities broker-dealer.

        4.   Oppenheimer Partnership Holdings, Inc., a Delaware corporation which operates as a holding company.

        5.   Oppenheimer Real Asset Management, Inc., a Delaware corporation which is the sub-adviser to a mutual fund investing in the commodities markets.

        6.   Shareholder Financial Services, Inc., a Colorado corporation which operates as a transfer agent for mutual funds.

        7. Shareholder Services, Inc., a Colorado corporation which operates as a transfer agent for various Oppenheimer and MassMutual funds.

    Direct Subsidiary of Centennial Asset Management Corporation

        Centennial Capital Corporation, a Delaware corporation which formerly sponsored a unit investment trust.

    Direct Affiliate of Cornerstone Real Estate Advisers, Inc.

        Cornerstone Office Management, LLC, a Delaware limited liability company which serves as the general partner of Cornerstone Suburban Office, L.P. (Cornerstone Real Estate Advisers, Inc.—50%; MML Realty Management Corporation—50%).

F.    MASSMUTUAL HOLDING TRUST II GROUP

        MassMutual Holding Trust II is the sole owner of each subsidiary.

        1.   CM Advantage, Inc., a Connecticut corporation which serves as a general partner of real estate limited partnerships. The subsidiary is largely inactive and will be dissolved in the near future.

        2.   CM International, a Delaware corporation which is the issuer of collateralized mortgage obligation securities.

        3.   CM Property Management, Inc., a Connecticut corporation which serves as the general partner of Westheimer 335 Suites Limited Partnership. The partnership holds a ground lease with respect to hotel property in Houston, Texas.

        4.   HYP Management, Inc., a Delaware corporation which operates as the “LLC Manager” of MassMutual High Yield Partners II LLC, a high yield bond fund.

        5.   MassMutual Benefits Management, Inc., a Delaware corporation which supports MassMutual with benefit plan administration and planning services.

        6.   MMHC Investment, Inc., a Delaware corporation which is a passive investor in MassMutual/Darby CBO IM, Inc., MassMutual/Darby CBO LLC, MassMutual High Yield Partners II LLC, and other MassMutual investments.

        7.   MML Realty Management Corporation, a Massachusetts corporation which formerly operated as a manager of properties owned by MassMutual.

        8.   Urban Properties, Inc., a Delaware corporation which serves as a general partner of real estate limited partnerships and as a real estate holding company.

    Direct Affiliate of MMHC Investment, Inc.

        MassMutual/Darby CBO IM Inc., a Delaware corporation which operates as the “LLC Manager” of MassMutual/Darby CBO LLC, a collateralized bond obligation fund. (MMHC Investment, Inc.—50%)

    Direct Affiliate of MML Realty Management Corporation

        Cornerstone Office Management, LLC, a Delaware limited liability company which serves as the general partner of Cornerstone Suburban Office, L.P. (MML Realty Management Corporation—50%; Cornerstone Real Estate Advisers, Inc.—50%).

G.    MASSMUTUAL INTERNATIONAL, INC. GROUP

        Set forth below are the direct or indirect subsidiaries and affiliates of MassMutual International, Inc. The parent is the sole owner of each subsidiary or affiliate unless otherwise indicated.

    Direct Affiliates of MassMutual International, Inc.

        1.   MassMutual Internacional (Argentina) S.A., a corporation organized in the Argentine Republic which operates as a holding company. (MassMutual International, Inc.—99%; MassMutual Holding Company—1%)

        2.   MassMutual Internacional (Chile) S.A., a corporation organized in the Republic of Chile which operates as a holding company. (MassMutual International, Inc.—99%; MassMutual Holding Company—1%)

        3.   MassMutual International (Bermuda) Ltd., a corporation organized in Bermuda which operates as a life insurance company.

        4.   MassMutual International (Luxembourg) S.A., a corporation organized in the Grand Duchy of Luxembourg which operates as a life insurance company. (MassMutual International, Inc.—99%; MassMutual Holding Company—1%)

        5.   MassLife Seguros de Vida, S.A., a corporation organized in the Argentine Republic which operates as a life insurance company. (MassMutual International, Inc.—99.9%)

    Direct Subsidiaries of MassMutual Internacional (Argentina) S.A.

        MassMutual Services S.A., a corporation organized in the Argentine Republic which operates as a service company. (MassMutual Internacional (Argentina) S.A.—99%; MassMutual International, Inc.—1%)

    Direct Affiliate of MassMutual Internacional (Chile) S.A.

        1.   Mass Seguros de Vida S.A., a corporation organized in the Republic of Chile which operates as a life insurance company. (MassMutual Internacional (Chile) S.A.—33.5%)

        2.   Origen Inversiones S.A., a corporation organized in the Republic of Chile which operates as a holding company. (MassMutual Internacional (Chile) S.A.—33.5%)

    Direct Subsidiary of MassLife Seguros de Vida, S.A.

        Jefferson Pilot Financial Seguros de Vida, S.A., an Argentine corporation which operates as a life insurance company. (MassLife Seguros de Vida, S.A.—99%, MassMutual International, Inc.—1%)

    Direct Subsidiary of Jefferson Pilot Financial Seguros de Vida, S.A.

        Jefferson Pilot Omega Seguros de Vida, S.A., a Uruguay corporation which operates as a life insurance company. (100% owned)

    Direct Subsidiary of Origen Inversiones S.A.

        Compañia de Seguros Vida Corp S.A., corporation organized in the Republic of Chile which operates as an insurance company. (Origen Inversiones S.A.—99%)

H.    REGISTERED INVESTMENT COMPANY AFFILIATES

        Each of the following entities is a registered investment company sponsored by MassMutual or one of its affiliates.

        1. DLB Fund Group, a Massachusetts business trust which operates as an open-end investment company advised by David L. Babson and Company Incorporated. MassMutual owns at least 25% of each series of shares issued by the fund.

        2.   MML Series Investment Fund, a Massachusetts business trust which operates as an open-end investment company. All shares issued by the trust are owned by MassMutual and certain of its affiliates.

        3.   MassMutual Corporate Investors, a Massachusetts business trust which operates as a closed-end investment company. MassMutual serves as investment adviser to the trust.

        4.   MassMutual Institutional Funds, a Massachusetts business trust which operates as an open-end investment company. All shares issued by the trust are owned by MassMutual.

        5.   MassMutual Participation Investors, a Massachusetts business trust which operates as a closed-end investment company. MassMutual serves as investment adviser to the trust.

        6.   Oppenheimer Series Fund, Inc., a Maryland corporation which operates as an open-end investment company. MassMutual and affiliates own a majority of certain series of shares issued by the fund.

        7.   Panorama Series Fund, Inc., a Maryland corporation which operates as an open-end investment company. All shares issued by the fund are owned by MassMutual and certain affiliates.

Item 27.    Number of Contract Owners

        As of February 17, 2000, there were 19,587 Contract Owners in the Separate Account.

Item 28.    Indemnification

        The following provisions regarding the Indemnification of Directors and Officers of the Registrant are applicable:

        Connecticut Law.    Because all directors and officers of the Registrant shall serve at the request of its parent corporation, Connecticut Mutual Life Insurance Company, a Connecticut nonstock corporation, indemnification of the directors and officers may be provided by Connecticut Mutual Life Insurance Company. Except where an applicable insurance policy is procured, Connecticut General Statutes (“C.G.S.”) Section 33-454a governs indemnification by a nonstock corporation of persons who are serving at its request as directors or officers of a stock corporation. Under C.G.S. Section 33-454a, a nonstock corporation shall indemnify any director or officer who was or is a party, or was threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter referred to as “proceeding”) by virtue of the fact that he or the person whose legal representative he is or was serving at the request of the nonstock corporation as a director or officer of a stock corporation, against “covered expenditures” if (and only if) his conduct met the applicable statutory eligibility standard. The types of expenditures which are covered and the statutory eligibility standard vary according to the type of proceeding to which the director or officer is or was a party or was threatened to be made a party.

        According to C.G.S. Section 33-454a, in non-derivative proceedings other than ones brought in connection with an alleged claim based upon the purchase or sale by a director or officer of securities of stock corporation, which the director or officer serves or served at the request of the nonstock corporation, the nonstock corporation shall indemnify a director or officer against judgements, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually incurred by him in connection with the proceeding, or any appeal therein, if and only if he acted (i) in good faith and (ii) in a manner he reasonably believed to be in the best interests of the nonstock corporation. However, where the proceeding brought is criminal in nature, C.G.S. Section 33-454a requires that the director of officer must satisfy the additional condition that he had no reasonable cause to believe that his conduct was unlawful in order to be indemnified. A director or officer also will be entitled to indemnification as described above if (i) he is successful on the merits in the defense of any non-derivative proceeding brought against him or (ii) a court shall have determined that in view of all the circumstances he is fairly and reasonably entitled to be indemnified. The decision about whether the director or officer qualifies for indemnification under C.G.S, Section 33-454a may be made (i) in writing by a majority of those members of the board of directors of the nonstock corporation who were not parties to the proceeding in question, (ii) in writing by independent legal counsel selected by a consent in writing signed by a majority of those directors who were not parties to the proceeding, (iii) in the case of an employee or an agent of the nonstock corporation who is serving as a director or an officer of a stock corporation at the request of the nonstock corporation, by the nonstock corporation’s general counsel, or (iv) by the members of the nonstock corporation entitled to vote thereon. A director or officer also may apply to a court of competent jurisdiction for indemnification even though he previously applied to the board, independent legal counsel, the general counsel or the members and his application for indemnification was rejected.

        For the purposes of C.G.S. Section 33-454a, the termination of any proceeding by judgement, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not create, of itself, a presumption that the director or officer did not act in good faith or in a manner which that director or officer did not believe reasonably to be in the best interests of the nonstock corporation. Likewise, the termination of a criminal act or proceeding shall not create, of itself, a presumption that the director or officer had reasonable cause to believe that his conduct was unlawful.

        In non derivative proceedings based on the purchase or sale of securities of the stock corporation, which the director or officer serves or served at the request of the nonstock corporation, C.G.S. Section 333-454a provides that the nonstock corporation shall indemnify the director or officer only after a court shall have determined upon application that, in view of all the circumstance, the director or officer is fairly and reasonably entitled to be indemnified. Furthermore, the expenditures for which the director or officer shall be indemnified shall be only such amount as the court determines to be appropriate.

        Pursuant to C.G.S. Section 33-454a, where a director or officer was or is a party or was threatened to be made a party to a derivative proceeding, the nonstock corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the proceeding or any appeal therein, in relation to matters as to which he is finally adjudged not to have breached his duty to the nonstock corporation. The nonstock corporation also shall indemnify a director or officer where the court determined that, in view of all the circumstances, such person is fairly and reasonably entitled to be indemnified; however, in such a situation, the individual shall be indemnified only for such amount as the court determines to be appropriate. Furthermore, the statute provides that the nonstock corporation shall not indemnify a director or officer for amounts paid to the nonstock corporation, to a plaintiff or to counsel for a plaintiff in settling or otherwise disposing of a threatened or pending action, with or without court approval, or for expenses incurred in defending a threatened action or a pending action which is settled or otherwise disposed of without court approval.

        C.G.S. Section 33-454a also provides that expenses incurred in defending a proceeding may be paid by the nonstock corporation in advance of the final disposition of such proceeding upon authorization of the board or directors of the nonstock corporation, provided said expenses are indemnifiable under the statute and the director of officer agrees to repay such amount if he is later found not entitled to indemnification by the nonstock corporation.

        Any provision in the certificate of incorporation, the by-laws, a member or director resolution, of agreement or otherwise that is inconsistent with C.G.S. Section 33-454a is invalid; provided, however, that the statute specifically authorizes a nonstock corporation to procure insurance providing greater indemnification rights than those set out in C.G.S. Section 33-454a, the premium cost of which may be shared with the director or officer on such basis as my be agreed upon.

        Indemnification provided by Connecticut Mutual Life Insurance Company to the directors and officers of the Registrant may also be governed by C.G.S. Section 38-27b, which governs indemnification of persons serving as directors and officers of a stock corporation at the request of a mutual insurance company. Under C.G.S. Section 38-27b, the extent of indemnification that may be provided by a mutual insurance company is more limited than that which may be provided by a nonstock corporation under C.G.S. Section 33-454a. Unlike a nonstock corporation, a mutual insurance company may not provide indemnification based solely on a determination that: (i) the director or officer was successful on the merits in the proceeding, or (ii) in view of all circumstances, the director or officer is fairly and reasonably entitled to be indemnified. Furthermore, unlike a nonstock corporation, a mutual insurance company may not indemnify an employee or an agent of the mutual company serving at its request as a director or an officer of a stock corporation based solely on a determination by the general counsel of the nonstock corporation that the director or officer has met the applicable standard of behavior entitling him to indemnification.

        The Directors and Officers of the Registrant are covered under a Directors and Officers liability policy written by Sargasso Mutual Insurance Company, Ltd. naming the Directors and Officers of Connecticut Mutual Life Insurance Company and its subsidiaries (including the Registrant) as insureds. Such Directors and Officers are indemnified for loss arising from any claim by reason of any Wrongful Act in their capacities as Directors or Officers. The term “loss” means any amount which the Insureds are legally obligated to pay for a claim for Wrongful Acts. The term “Wrongful Act” means any of alleged breach of duty, neglect, error, misstatement, misleading statement or omission actually or allegedly caused, committed or attempted by a Director of Officer while acting individually or collectively in their capacity as such, claimed against them solely by reason of their Directors and Officers. The limit of liability under the policy is $15,000,000 each policy year.

        Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 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.

Item 29.    Principal Underwriters

        (a)   MML Distributors, LLC, a controlled subsidiary of MassMutual, acts as principal underwriter for registered separate accounts of MassMutual, C.M. Life and MML Bay State.

        (b)(1)  MML Distributors, LLC, is the principal underwriter for the contracts. The following people are officers and member representatives of the principal underwriter.

OFFICERS AND MEMBER REPRESENTATIVES

MML DISTRIBUTORS, LLC

Kenneth M. Rickson    Member Representative
G.R. Phelps & Co., Inc.,    One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Margaret Sperry    Member Representative
Massachusetts Mutual Life
Insurance Co.    1295 State Street
Springfield, MA 01111

Ronald E. Thomson    Vice President    One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

John E. Forrest    Vice President    One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Michael L. Kerley    Vice President,
Assistant Secretary    One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

James T. Bagley    Treasurer    One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Bruce C. Frisbie    Assistant Treasurer    1295 State Street
Springfield, MA 01111-0001

Raymond W. Anderson    Assistant Treasurer    140 Garden Street
Hartford, CT 06154

Ann F. Lomeli    Secretary    1295 State Street
Springfield, MA 01111-0001

Marilyn A. Sponzo    Chief Legal Officer
Assistant Secretary    One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Robert Rosenthal    Compliance Officer    One Monarch Place
1414 Main Street
Springfield, MA 01144

Kathy Dansereau    Registration Manager    1414 Main Street
Springfield, MA 01144

Peter Cuozzo    Variable Life Supervisor and
Hartford OSJ Supervisor    140 Garden Street
Hartford, CT 06154

Anne Melissa Dowling    Large Corporate Marketing
Supervisor    140 Garden Street
Hartford, CT 06154

        (b)(2)   MML Investors Services, Inc. is the co-underwriter of the contracts. The following people are the officers and directors of the co-underwriter.

MML INVESTORS SERVICES, INC.

OFFICERS AND DIRECTORS

OFFICER
     BUSINESS ADDRESS

Kenneth M. Rickson
President      One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Michael L. Kerley
Vice President, Chief Legal Officer,
Chief Compliance Officer, Assistant Secretary      One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Ronald E. Thomson
Vice President, Treasurer      One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Ann F. Lomeli
Secretary/Clerk      1295 State Street
Springfield, MA 01111

John E. Forrest
Vice President
National Sales Director      One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Marilyn A. Sponzo
Assistant Secretary,
Second Vice President and
Associate General Counsel      One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Eileen D. Leo
Second Vice President and
Associate General Counsel      One Monarch Place
1414 Main Street
Springfield, MA 01144

James Furlong
Chief Operations Officer      One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

James T. Bagley
Chief Financial Officer      One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Daniel Colarusso
Chief Information Officer      One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

David Deonarine
Sr. Registered Options Principal      One Monarch Place
1414 Main Street
Springfield, MA 01144-1013

Steven Sampson
Compliance Registered Options Principal      One Monarch Place
1414 Main Street
Springfield, MA 01144

John McBride
Assistant Treasurer      1295 State Street
Springfield, MA 01111

OFFICER
     BUSINESS ADDRESS

Gary W. Masse
Retirement Services Regional Supervisor (East/Central)      221 Park Place II
Coral Gables, FL 33146

Robert W. Kumming, Jr.
Retirement Services Supervisor      1295 State Street
Springfield, MA 01111

Peter J. Zummo
Retirement Services Regional Supervisor (South/West)      1295 State Street
Springfield, MA 01111

Stanley Label
Retirement Services Regional Supervisor (Mid/South)      433 Plaza Real
Suite 275
Boca Raton, FL 33432

Burvin E. Pugh, Jr.
Agency Field Force Supervisor
Regional Supervisor/South, West Central      1295 State Street
Springfield, MA 01111

John P. McCloskey
Regional Supervisor/East      1295 State Street
Springfield, MA 01111

Rita H. Mitchell
Variable Life Supervisor      1295 State Street
Springfield, MA 01111

Anne Melissa Dowling
Large Corporate Markets Supervisor      140 Garden Street
Hartford, CT 06154

Susan Alfano
Director      1295 State Street
Springfield, MA 01111

Robert J. O’Connell
Chairman of the Board of Directors      1295 State Street
Springfield, MA 01111

Burvin E. Pugh, Jr.
Director      1295 State Street
Springfield, MA 01111

Howard E. Gunton
Director      1295 State Street
Springfield, MA 01111

Paul DeSimone
Director      1295 State Street
Springfield, MA 01111

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

Item 30.    Location of Accounts and Records

        The records to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are maintained by C.M. Life at 140 Garden Street, Hartford, Connecticut 06154 and by MMLISI at 1414 Main Street, Springfield, MA 01144-1013.

Item 31.    Management Services.

        None.

Item 32.    Undertakings

        (a)   Registrant undertakes that it will file a post-effective amendment to this registration statement as frequently as necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as Purchase Payments under the Contract may be accepted (except in accordance with SEC staff no-action correspondence).

        (b)   Registrant undertakes that it will include either (i) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information or (ii) a space in the Contract application that an applicant can check to request a Statement of Additional Information.

        (c)   Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request of C.M. Life at the address or phone number listed in the Prospectus.

        (d)   Section 403(B) Representations

        C.M. Life represents that it is relying on a no-action letter dated November 28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88), regarding Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of 1940, in connection with redeemability restrictions on Section 403(b) Contracts, and that paragraph numbered (1) through (4) of the letter will be complied with.

        (e)   Statement Pursuant To Rule 6c-7: Texas Optional Retirement Program

        C.M. Life and the Separate Account rely of 17 C.F.R.§ 270.6c-7, and represent that the provisions of that Rule have been or will be complied with.

        (f)   C.M. Life Insurance Company hereby represents that the fees and charges deducted under the group and individual flexible premium deferred annuity contracts 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 C.M. Life Insurance Company.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, Panorama Plus Separate Account, certifies that it meets all of the requirement for effectiveness of this Post-Effective Amendment No. 10 pursuant to Rule 485(b) under the Securities Act of 1933 and has caused this Post-Effective Amendment No. 10 to Registration Statement No. 33-45122 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, 2000.

PANORAMA PLUS SEPARATE ACCOUNT

C.M. LIFE INSURANCE COMPANY

    (Depositor)

By:

/s/    ROBERT W. CRISPIN *

Robert W. Crispin,

President and Chief Executive Officer

C.M. Life Insurance Company

/s/    RICHARD M. HOWE

*Richard M. Howe

On April 22, 2000, as Attorney-in-Fact pursuant to power of attorney.

        As required by the Securities Act of 1933, this Post-Effective Amendment No. 10 to Registration Statement No. 33-45122 has been signed by the following persons in the capacities and on the dates indicated.

Signature
     Title
     Date

/S /    ROBERT W. CRISPIN *

Robert W. Crispin      President and Chief Executive
Officer      April 22, 2000

/S /    EDWARD M. KLINE *

Edward M. Kline      Vice President and Treasurer
(Principal Financial Officer)      April 22, 2000

/S /    JOHN M. MILLER , JR .*

John M. Miller Jr.      Vice President and Comptroller
(Principal Accounting Officer)      April 22, 2000

/S /    JOHN V. MURPHY *

John V. Murphy      Director      April 22, 2000

/S /    EFREM MARDER *

Efrem Marder      Director      April 22, 2000

Signature
     Title
     Date

/S /    ISADORE JERMYN *

Isadore Jermyn      Director      April 22, 2000

/S /    JAMES E. MILLER *

James E. Miller      Director      April 22, 2000

/S /    LAWRENCE V. BURKETT , JR .*

Lawrence V. Burkett, Jr.      Director      April 22, 2000

/S /    ROBERT J. O’CONNELL *

Robert J. O’Connell      Director      April 22, 2000

/S /    RICHARD M. HOWE *

Richard M. Howe      On April 22, 2000,
as Attorney-in-Fact pursuant
to powers of attorney.

REPRESENTATION BY REGISTRANT’S COUNSEL

        As attorney to the Registrant, I, James M. Rodolakis, have reviewed this Post-Effective Amendment No. 10 to Registration Statement No. 33-45122, and represent, pursuant to the requirement of paragraph (e) of Rule 485 under the Securities Act of 1933, that this Amendment does not contain disclosures which would render it ineligible to become effective pursuant to paragraph (b) of said Rule 485.

/S /    JAMES M. RODOLAKIS

James M. Rodolakis

Counsel

EXHIBIT INDEX

(9)      Opinion of and Consent of Counsel

(10)(i)      Consent of Independent Auditors’, Deloitte & Touche LLP

		December 31,
		1999		1998
		(In Millions)

Assets:

Bonds	$	735.0	$	683.0
Mortgage loans		225.4		126.3
Other investments		25.6		76.3
Policy loans		120.7		150.4
Cash and short-term investments		182.0		105.7



Total invested assets		1,288.7		1,141.7



Investment and insurance amounts receivable		33.8		33.9
Federal income tax receivable		7.2		2.1
Transfer due from separate accounts		59.2		34.3



		1,388.9		1,212.0


Separate account assets		1,764.2		1,318.9



Total assets	$	3,153.1	$	2,530.9

	December 31,
	1999	1998
	($ In Millions Except for Par Value)
Liabilities:

Policyholders’ reserves and funds	$1,175.9	$ 996.3
Policyholders’ claims and other benefits	4.6	3.8
Payable to parent	50.9	28.8
Asset valuation and other investment reserves	22.7	23.9
Other liabilities	39.5	18.2


	1,293.6	1,071.0

Separate account liabilities	1,764.2	1,318.9


Total liabilities	3,057.8	2,389.9


Shareholder’s equity:

Common stock, $200 par value
50,000 shares authorized
12,500 shares issued and outstanding	2.5	2.5
Paid-in and contributed surplus	68.8	68.8
Surplus	24.0	69.7


Total shareholder’s equity	95.3	141.0


Total liabilities & shareholder’s equity	$3,153.1	$2,530.9

	Years Ended December 31,
	1999		1998		1997
	(In Millions)
Revenue:

Premium income	$ 938.8		$ 406.4		$ 331.3
Net investment income	85.0		82.4		75.3
Fees and other income	8.4		5.5		7.5


Total revenue	1,032.2		494.3		414.1


Benefits and expenses:

Policyholders’ benefits and payments	332.2		185.2		100.4
Addition to policyholders’ reserves and funds	518.7		168.8		200.7
Operating expenses	122.0		72.1		49.5
Commissions	82.6		49.6		33.5
State taxes, licenses and fees	9.9		8.1		3.5


Total benefits and expenses	1,065.4		483.8		387.6


Net gain (loss) from operations before federal income taxes	(33.2	)	10.5		26.5

Federal income taxes	2.1		6.8		19.0


Net gain (loss) from operations	(35.3	)	3.7		7.5

Net realized capital gain (loss)	(8.7	)	(1.1	)	0.1


Net income (loss)	$ (44.0	)	$ 2.6		$ 7.6

1.	SUMMARY OF ACCOUNTING PRACTICES

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

a.	Investments

	Bonds are valued in accordance with rules established by the NAIC. Generally, bonds are valued at amortized cost, using the interest method.

b.	Separate Accounts

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

c.	Non-admitted Assets

	Assets designated as “non-admitted” include prepaid agent commissions, other prepaid expenses and the IMR, when in a net loss deferral position, and are excluded from the Statutory Statements of Financial Position. These amounted to $9.9 million and $5.5 million as of December 31, 1999 and 1998, respectively and changes therein are charged directly to surplus.

d.	Policyholders’ Reserves and Funds

	Policyholders’ reserves for life insurance contracts are developed using accepted actuarial methods computed principally on the net level premium, the Commissioners’ Reserve Valuation Method and the California Method bases using the 1980 Commissioners’ Standard Ordinary mortality tables with assumed interest rates ranging from 2.50 to 4.50 percent.

e.	Premium and Related Expense Recognition

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

f.	Cash and Short-term Investments

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

2.	FEDERAL INCOME TAXES

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

3.	SHAREHOLDER’S EQUITY

	The Board of Directors of MassMutual has authorized the contribution of funds to the Company sufficient to meet the capital requirements of all states in which the Company is licensed to do business. Substantially all of the statutory shareholder’s equity is subject to dividend restrictions relating to various state regulations, which limit the payment of dividends to the shareholder without prior approval. Under these regulations, $14.1 million of shareholder’s equity is available for distribution to the shareholder in 2000 without prior regulatory approval.

a.	Bonds

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

	December 31, 1999
	Carrying Value	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Fair Value
	(In Millions)
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$ 85.8	$ 0.3	$ 2.6	$ 83.5
Debt securities issued by foreign governments	2.5	0.1	–	2.6
Mortgage-backed securities	52.3	0.4	1.6	51.1
State and local governments	10.3	0.1	0.4	10.0
Corporate debt securities	561.7	3.3	17.7	547.3
Utilities	16.5	0.1	0.6	16.0
Affiliates	5.9	0.3	–	6.2

TOTAL	$ 735.0	$ 4.6	$ 22.9	$ 716.7

	Carrying Value	Estimated Fair Value
	(In Millions)
Due in one year or less	$ 55.0	$ 55.1
Due after one year through five years	193.9	192.9
Due after five years through ten years	310.6	299.2
Due after ten years	79.3	76.2

	638.8	623.4
Mortgage-backed securities, including securities guaranteed by the U.S. government	96.2	93.3

TOTAL	$735.0	$716.7

5.	PORTFOLIO RISK MANAGEMENT

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

6.	FAIR VALUE OF FINANCIAL INSTRUMENTS

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

				1998
	Carrying Value	Fair Value		Carrying Value	Fair Value
	(In Millions)


Financial assets

Bonds	$735.0	$716.7		$683.0	$701.5
Mortgage loans	225.4	219.7		126.3	126.7
Other investments	25.6	25.6		76.3	76.3
Policy loans	120.7	120.7		150.4	150.4
Cash & short-term investments	182.0	182.0		105.7	105.7


Financial liabilities

Investment type insurance contracts	267.8	267.8		129.8	132.8


Off-balance sheet financial instruments

Interest rate swap agreements	–	(3.1	)	–	2.7
Financial options	7.0	3.7		7.5	9.8
Interest rate caps & floors	0.2	–		0.5	1.6
Forward commitments	–	15.3		–	1.0

7.	RELATED PARTY TRANSACTIONS

	MassMutual and the Company have an agreement whereby MassMutual, for a fee, furnishes the Company, as required, operating facilities, human resources, computer software development and managerial services. Also, investment and administrative services are provided to the Company pursuant to a management services agreement with MassMutual. Fees incurred under the terms of these agreements were $124.5 million, $74.1 million and $39.7 million in 1999, 1998 and 1997, respectively. While management believes that these fees are calculated on a reasonable basis, they may not necessarily be indicative of the costs that would have been incurred on a stand-alone basis.

8.	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.

9.	AFFILIATED COMPANIES

	The relationship of the Company, MassMutual and affiliated companies as of December 31, 1999, is illustrated below. Subsidiaries are wholly-owned by MassMutual, except as noted.

(1)		Copy of Resolution of the Board of Directors of C.M. Life Insurance Company establishing the Separate Account.(7)

(2)		Not Applicable.

(3)	(a)	Form of Distribution Agreement between the Registrant and MML Distributors LLC.(3)

	(b)	Copy of Underwriting and Servicing Agreement between MML Investors Services, Inc. and C.M. Life Insurance Company.(2)

(4)	(a)	Form of Individual Contract and Certificates for the Panorama Plus Annuity.(7)

(5)		Form of Application for the Panorama Plus Annuity Individual Contract.(7)

(6)	(a)	Copy of the Articles of Incorporation of C.M. Life Insurance Company.(4)

	(b)	Copy of the by-laws of C.M. Life Insurance Company.(4)

(7)		Not Applicable.

(8)	(a)	Form of Participation Agreement with Oppenheimer Variable Account Funds.(5)

	(b)	Form of Participation Agreement with Panorama Series Funds, Inc.(5)

	(c)	Form of Participation Agreement with T. Rowe Price Equity Series, Inc.(9)

	(d)	Form of Participation Agreement with Fidelity Variable Insurance Products Fund II.(9)

	(e)	Form of Participation Agreement with American Century Variable Portfolio.(10)

(9)		Opinion of and Consent of Counsel.(1)

(10)	(i)	Consent of Independent Auditors’, Deloitte & Touche LLP.(1)

	(ii)	Copy of the Powers of Attorney(8)

	(iii)	Copy of the Power of Attorney for Robert J. O’Connell(11)

	(iv)	Powers of Attorney for Robert W. Crispin and Lawrence V. Burkett, Jr.(12)

(11)		Not Applicable.

(12)		Not Applicable.

(13)		Form of Schedule of Computation of Performance(7)

(14)		Not Applicable.

Kenneth M. Rickson	Member Representative G.R. Phelps & Co., Inc.,	One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Margaret Sperry	Member Representative Massachusetts Mutual Life Insurance Co.	1295 State Street Springfield, MA 01111

Ronald E. Thomson	Vice President	One Monarch Place 1414 Main Street Springfield, MA 01144-1013

John E. Forrest	Vice President	One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Michael L. Kerley	Vice President, Assistant Secretary	One Monarch Place 1414 Main Street Springfield, MA 01144-1013

James T. Bagley	Treasurer	One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Bruce C. Frisbie	Assistant Treasurer	1295 State Street Springfield, MA 01111-0001

Raymond W. Anderson	Assistant Treasurer	140 Garden Street Hartford, CT 06154

Ann F. Lomeli	Secretary	1295 State Street Springfield, MA 01111-0001

Marilyn A. Sponzo	Chief Legal Officer Assistant Secretary	One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Robert Rosenthal	Compliance Officer	One Monarch Place 1414 Main Street Springfield, MA 01144

Kathy Dansereau	Registration Manager	1414 Main Street Springfield, MA 01144

Peter Cuozzo	Variable Life Supervisor and Hartford OSJ Supervisor	140 Garden Street Hartford, CT 06154

Anne Melissa Dowling	Large Corporate Marketing Supervisor	140 Garden Street Hartford, CT 06154

OFFICER		BUSINESS ADDRESS
Kenneth M. Rickson President		One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Michael L. Kerley Vice President, Chief Legal Officer, Chief Compliance Officer, Assistant Secretary		One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Ronald E. Thomson Vice President, Treasurer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Ann F. Lomeli Secretary/Clerk		1295 State Street Springfield, MA 01111

John E. Forrest Vice President National Sales Director		One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Marilyn A. Sponzo Assistant Secretary, Second Vice President and Associate General Counsel		One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Eileen D. Leo Second Vice President and Associate General Counsel		One Monarch Place 1414 Main Street Springfield, MA 01144

James Furlong Chief Operations Officer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013

James T. Bagley Chief Financial Officer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Daniel Colarusso Chief Information Officer		One Monarch Place 1414 Main Street Springfield, MA 01144-1013

David Deonarine Sr. Registered Options Principal		One Monarch Place 1414 Main Street Springfield, MA 01144-1013

Steven Sampson Compliance Registered Options Principal		One Monarch Place 1414 Main Street Springfield, MA 01144

John McBride Assistant Treasurer		1295 State Street Springfield, MA 01111

OFFICER		BUSINESS ADDRESS
Gary W. Masse Retirement Services Regional Supervisor (East/Central)		221 Park Place II Coral Gables, FL 33146

Robert W. Kumming, Jr. Retirement Services Supervisor		1295 State Street Springfield, MA 01111

Peter J. Zummo Retirement Services Regional Supervisor (South/West)		1295 State Street Springfield, MA 01111

Stanley Label Retirement Services Regional Supervisor (Mid/South)		433 Plaza Real Suite 275 Boca Raton, FL 33432

Burvin E. Pugh, Jr. Agency Field Force Supervisor Regional Supervisor/South, West Central		1295 State Street Springfield, MA 01111

John P. McCloskey Regional Supervisor/East		1295 State Street Springfield, MA 01111

Rita H. Mitchell Variable Life Supervisor		1295 State Street Springfield, MA 01111

Anne Melissa Dowling Large Corporate Markets Supervisor		140 Garden Street Hartford, CT 06154

Susan Alfano Director		1295 State Street Springfield, MA 01111

Robert J. O’Connell Chairman of the Board of Directors		1295 State Street Springfield, MA 01111

Burvin E. Pugh, Jr. Director		1295 State Street Springfield, MA 01111

Howard E. Gunton Director		1295 State Street Springfield, MA 01111

Paul DeSimone Director		1295 State Street Springfield, MA 01111

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

Signature	Title	Date

/S / ROBERT W. CRISPIN * Robert W. Crispin	President and Chief Executive Officer	April 22, 2000

/S / EDWARD M. KLINE * Edward M. Kline	Vice President and Treasurer (Principal Financial Officer)	April 22, 2000

/S / JOHN M. MILLER , JR .* John M. Miller Jr.	Vice President and Comptroller (Principal Accounting Officer)	April 22, 2000

/S / JOHN V. MURPHY * John V. Murphy	Director	April 22, 2000

/S / EFREM MARDER * Efrem Marder	Director	April 22, 2000

Signature	Title	Date

/S / ISADORE JERMYN * Isadore Jermyn	Director	April 22, 2000

/S / JAMES E. MILLER * James E. Miller	Director	April 22, 2000

/S / LAWRENCE V. BURKETT , JR .* Lawrence V. Burkett, Jr.	Director	April 22, 2000

/S / ROBERT J. O’CONNELL * Robert J. O’Connell	Director	April 22, 2000

/S / RICHARD M. HOWE * Richard M. Howe	On April 22, 2000, as Attorney-in-Fact pursuant to powers of attorney.

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