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MML BAY STATE VARIABLE ANNUITY SEPARATE ACCOUNT 1
485BPOS, 2000-04-25

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

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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		Performance Measures; Distribution
21		Performance Measures
22		Contract Value Calculations
23		Financial Statements

Ÿ	MML Blend Fund

Ÿ	MML Equity Fund

Ÿ	MML Managed Bond Fund

Ÿ	MML Money Market Fund

Ÿ	Oppenheimer Aggressive Growth Fund/VA

Ÿ	Oppenheimer Bond Fund/VA

Ÿ	Oppenheimer Capital Appreciation Fund/VA

Ÿ	Oppenheimer Global Securities Fund/VA

Ÿ	Oppenheimer High Income Fund/VA

Ÿ	Oppenheimer Main Street® Growth & Income Fund/VA

Ÿ	Oppenheimer Money Fund/VA

Ÿ	Oppenheimer Multiple Strategies Fund/VA

Ÿ	Oppenheimer Small Cap Growth Fund/VA

Ÿ	Oppenheimer Strategic Bond Fund/VA

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.

Index of Special Terms		3
Highlights		4
Table Of Fees And Expenses		5
The Company		9
The LifeTrust Variable Annuity Contract — General Overview		9
Ownership Of A Contract		10
Owner		10
Joint Owner		10
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 Fixed Account With Market Value            Adjustment		14
Contract Value		15
Accumulation Units		15
Transfers		15
Transfers During the Accumulation                 Phase		15
Transfers During the Income Phase		16
Automatic Transfers		16
Dollar Cost Averaging Program		16
Asset Reallocation Program		17
Withdrawals		17
Automatic Partial Withdrawals		17
Expenses		19
Insurance Charges		19
Mortality and Expense Risk Charge		19
Administrative Expense Charge		19
Death Benefit Charge		19
Administrative Charge		19
Contingent Deferred Sales Charge		20
Free Withdrawals		20
Market Value Adjustment		20
Premium Taxes		21
Transfer Fee		21
Income Taxes		21
Fund Expenses		21

The Income Phase		22
Fixed Income Payments		22
Variable Income Payments		22
Annuity Unit Value		23
Annuity Options		23
Payments After Death of an Anuitant		24
Death Benefit		25
Contract Owner Death Benefit		25
Annuitant Death Benefit		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
Other Information		28
Performance		28
Standardized Total Returns		28
Nonstandard Total Returns		28
Total Returns		28
Average Annual Total Returns		28
Yield and Effective Yield
Related Performance		28
Distributors		28
Electronic Transmission Of            Application Information		29
Assignment		29
Voting Rights		29
Reservation Of Rights		29
Suspension Of Payments Or Transfers		29
Legal Proceedings		30
Financial Statements		30
Additional Information		30
Appendix A —
Condensed Financial Information		A-1

		Page
Accumulation Phase		9
Accumulation Unit		15
Annuitant		10
Annuity Options		23
Annuity Payments		22
Annuity Service Center		1
Annuity Unit Value		23
Contract Year		25
Free Withdrawals		20
Income Phase		9
Maturity Date		22
Non-Qualified		26
Purchase Payment		11
Qualified		26
Separate Account		12
Tax Deferral		9

Ÿ	paid on or after you reach age 59 1 /2;

Ÿ	paid to your beneficiary after you die;

Ÿ	paid if you become totally disabled as the 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 immediate annuity; or

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

During the Accumulation Phase:

None for the first 14 transfers in a contract year. We charge $20 for each transfer thereafter.

During the Income Phase:

We allow transfers only if a variable monthly income option is in effect. We limit transfers to once every three months. We do not charge for these transfers.

None

Full years since payment		0			1			2			3			4			5			6			7 or more
Percentage		7	%		6	%		5	%		4	%		3	%		2	%		1	%		0%
Annual Administrative Charge:
$30
Separate Account Annual Expenses
(as a percentage of the average account value)
Mortality and Expense Risk Charge:
1.15%
Administrative Charge:
0.15%
Death Benefit Charge:
0.10%
Total Separate Account Annual Expenses:
1.40%

		Management Fees			Other Expenses After Expense Reimbursements			Total Operating Expenses After Expense Reimbursements
MML Blend Fund		0.37	%		0.01	%*		0.38	%
MML Equity Fund		0.37	%		0.00	%*		0.37	%
MML Managed Bond Fund		0.47	%		0.03	%*		0.50	%
MML Money Market Fund		0.46	%		0.04	%*		0.50	%
Oppenheimer Aggressive Growth Fund/VA		0.66	%		0.01	%		0.67	%
Oppenheimer Bond Fund/VA		0.72	%		0.01	%		0.73	%
Oppenheimer Capital Appreciation Fund/VA		0.68	%		0.02	%		0.70	%
Oppenheimer Global Securities Fund/VA		0.67	%		0.02	%		0.69	%
Oppenheimer High Income Fund/VA		0.74	%		0.01	%		0.75	%
Oppenheimer Main Street® Growth & Income Fund/VA		0.73	%		0.05	%		0.78	%
Oppenheimer Money Fund/VA		0.45	%		0.03	%		0.48	%
Oppenheimer Multiple Strategies Fund/VA		0.72	%		0.01	%		0.73	%
Oppenheimer Small Cap Growth Fund/VA		0.75	%		0.59	%**		1.34	%**
Oppenheimer Strategic Bond Fund/VA		0.74	%		0.04	%		0.78	%

*

We have agreed to bear the expenses of these Funds (other than the management fee, interest, taxes, brokerage commissions and extraordinary expenses) in excess of 0.11% of the average daily net asset value of these Funds through April 30, 2001. We do not expect that we will be required to reimburse any expenses of these Funds due to these undertakings in 2000.

**	The Manager voluntarily agreed to bear certain expenses of this Fund. Without the absorption of such expenses, this Fund’s other expenses and total fund expenses would have been 1.08% and 1.83%, respectively.

		Year		1		3		5		10
MML Blend Division				$82		$103		$127		$216
MML Equity Division				82		103		126		215
MML Managed Bond Division				83		107		133		229
MML Money Market Division				83		107		133		229
Oppenheimer Aggressive Growth Division				85		112		142		247
Oppenheimer Bond Division				85		114		145		253
Oppenheimer Capital Appreciation Division				85		113		143		250
Oppenheimer Global Securities Division				85		113		143		249
Oppenheimer High Income Division				85		114		146		255
Oppenheimer Main Street® Growth & Income Division				86		115		147		258
Oppenheimer Money Division				83		106		132		227
Oppenheimer Multiple Strategies Division				85		114		145		253
Oppenheimer Small Cap Growth Division				91		132		175		313
Oppenheimer Strategic Bond Division				86		115		147		258

		Year		1		3		5		10
MML Blend Division				$19		$58		$100		$216
MML Equity Division				19		58		99		215
MML Managed Bond Division				20		62		106		229
MML Money Market Division				20		62		106		229
Oppenheimer Aggressive Growth Division				22		67		115		247
Oppenheimer Bond Division				22		69		118		253
Oppenheimer Capital Appreciation Division				22		68		116		250
Oppenheimer Global Securities Division				22		68		116		249
Oppenheimer High Income Division				22		69		119		255
Oppenheimer Main Street® Growth & Income Division				23		70		120		258
Oppenheimer Money Division				20		61		105		227
Oppenheimer Multiple Strategies Division				22		69		118		253
Oppenheimer Small Cap Growth Division				28		87		148		313
Oppenheimer Strategic Bond Division				23		70		120		258

Ÿ	Minimum initial purchase payment—$2,000

Ÿ	Maximum total purchase payments—$1,000,000, without our prior approval.

Chase Manhattan Bank, New York,

New York

ABA #021000021

MassMutual Account # 323065430

Ref: LifeTrust MMB Contract #

Name: (Your Name)

(1)	The minimum amount you may transfer is the lesser of:

Ÿ

$500, or

Ÿ

your total contract value in a fund or fixed account segment.

(2)	The minimum amount you may transfer to a fixed account segment is $1,000. We will not process a transfer to a fixed account segment if the segment you elected is not available.

(3)	Any amount you transfer from the fixed account is subject to a market value adjustment, unless the transfer is made within 30 days of the end for the guarantee period for the segment. We will apply the market value adjustment as of the date of the transfer.

(4)	We deduct any transfer fee from the fund or fixed account segment from which you request the transfer. If the balance remaining in the fund or fixed account segment is not sufficient to cover the fee, we will deduct the fee from the amount you are transferring.

(5)

You must clearly indicate the amount you wish to transfer from a fund or fixed account segment. Also, you must clearly indicate the funds or fixed account segment to which the transfer will be made. Unless you specify otherwise, we will transfer amounts from a fixed account segment on a first-in, first-out basis. If you request a transfer during the income phase, you must clearly indicate the percentage you wish to transfer among the funds.

Ÿ

$500, or

Ÿ

your total contract value in a fund.

Ÿ

Dollar Cost Averaging Program

Ÿ

Asset Reallocation Program

Ÿ

if you withdraw your total contract value;

Ÿ

upon your death or the annuitant’s death;

Ÿ

if we make the last transfer you selected;

Ÿ

if you begin the income phase of your contract; or

Ÿ

if we receive your written request to terminate the program at least 5 business days prior to the next scheduled transfer date.

Ÿ

if you withdraw your total contract value;

Ÿ

upon your death or the annuitant’s death;

Ÿ

if we make the last transfer you selected;

Ÿ

if you begin the income phase of your contract; or

Ÿ

if we receive your written request to terminate the program at least 5 business days prior to the next scheduled transfer date.

Ÿ

less any applicable contingent deferred sales charge;

Ÿ

less any applicable premium tax;

Ÿ

less an administrative charge;

Ÿ

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

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 selected;

Ÿ

if you begin the income phase of your contract; or

Ÿ

if we receive your written request to terminate the program at least 5 business days prior to the next scheduled transfer date.

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

Ÿ	the mortality and expense risk charge,

Ÿ	the administrative expense charge, and

Ÿ	the death benefit charge.

Ÿ

the mortality risk associated with the insurance benefits we provide, including our obligation to make annuity payments after the maturity 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; and

Ÿ	the expense risk that the current administrative expense charge and administrative charge will be insufficient to cover the actual cost of administering the contracts.

Full Years Since Payment		Percentage
0		7%
1		6%
2		5%
3		4%
4		3%
5		2%
6		1%
7 or more		0%

Ÿ	under a variable lifetime payment option or variable fixed-time payment option within the contract (with payments for 10 years or more); or

Ÿ	under a fixed or combination fixed and variable lifetime payment option, or fixed-time payment option within the contract (with payments for 10 years or more), and the annuitant is age 59 1 /2 or older.

Ÿ	All unredeemed purchase payments that have been in the contract for 7 full years; and

Ÿ	10% of purchase payments that are less than 7 years old.

Ÿ	full or partial withdrawals;

Ÿ	transfers;

Ÿ	a death benefit based on a contract owner’s death; and

Ÿ	amounts applied to an annuity payment when your contract enters the income phase.

Ÿ	after the deduction of any applicable administrative charge, and

Ÿ	before the deduction of any applicable contingent deferred sales charge.

Ÿ	the value of your contract on the maturity date;

Ÿ	the deduction of premium taxes, if applicable;

Ÿ	the deduction of the administrative charge;

Ÿ	the annuity option you select;

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

Ÿ	the deduction of a contingent deferred sales charge, if applicable; and

Ÿ	the application of a market value adjustment, if applicable.

Ÿ	the value of your contract on the maturity date;

Ÿ	the deduction of premium taxes, if applicable;

Ÿ	the deduction of the administrative charge;

Ÿ	the deduction of a contingent deferred sales charge, 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);

Ÿ	the assumed investment rate (AIR) of 4%; and

Ÿ	the application of a market value adjustment, if applicable.

Ÿ	without any guaranteed number of payments;

Ÿ	with payments guaranteed for 5, 10 or 20 years; or

Ÿ	with payments guaranteed for the amount applied (fixed payments only).

Ÿ	without any guaranteed number of payments; or

Ÿ	with payments guaranteed for 10 years.

Ÿ	administrative charge,

Ÿ	contingent deferred sales charge,

Ÿ	premium tax, and

Ÿ	market value adjustment.

Ÿ	the contract value, less any applicable administrative charge, and any contingent deferred sales charge if the annuitant’s age at the time we issued the contract was over 75 1 /2, or

Ÿ	all purchase payments, less any withdrawals, accumulated at 5% until the annuitant’s 75th birthday, and 0% thereafter. This amount cannot exceed two times the total of all purchase payments, less withdrawals.

Ÿ	the contract value, less any applicable administrative charge, or

Ÿ	all purchase payments, less any withdrawals.

Ÿ	the death benefit on the last day of the previous 3 contract year period, plus any purchase payments made, less withdrawals since then, or

Ÿ	the contract value, less any applicable administrative charge.

(1)	paid on or after you reach age 59 1 /2;

(2)	paid to your beneficiary after you die;

(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 expectations of you and your designated beneficiary;

(5)	paid under an immediate annuity; or

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

Ÿ	distributions made on or after you reach age 59 1 /2;

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

Ÿ

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)).

Ÿ	reaches age 59 1 /2;

Ÿ	leaves his/her job;

Ÿ

dies;

Ÿ	becomes disabled, as that term is defined in the Code; or

Ÿ	in the case of hardship.

Ÿ	Substitute another fund for one of the funds you have selected.

Ÿ	Add separate account divisions.

Ÿ	Eliminate the availability of a separate account division to receive future purchase payments.

Ÿ	Split or consolidate, in our sole discretion, the number of accumulation units or annuity units for any separate account division and correspondingly decrease or increase the accumulation or annuity unit values for any division.

Ÿ	Change the name of the separate account.

Ÿ	Terminate the contract if:

(a)

We have not received a purchase payment for the last 2 consecutive years from the date we received your last purchase payment, and

(b)

Each of the following amounts is less than $2,000 on the date we send you notice of our election to terminate your contract:

(1)

your contract value minus any amount we would deduct for premium taxes on withdrawal;

(2)

the cash redemption value of your contract; and

(3)

the sum of all purchase payments made into your contract less any partial withdrawals.

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 fund;

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

1.		General Information
2.		Assignment of Contract
3.		Restrictions on Redemptions
4.		Distribution
5.		Purchase of Securities Being Offered
6.		Contract Value Calculations
7.		Performance Measures
8.		Federal Tax Matters
9.		Experts
10.		Financial Statements

To:	MML Bay State Life Insurance Company

Annuity Service Center, W564

P.O. Box 9067

Springfield, Massachusetts 01102-9067

City

State

Zip

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		Dec. 31, 1999		Dec. 31, 1998		Dec. 31, 1997		Dec. 31, 1996		Dec. 31, 1995		*Dec. 31, 1994
MML Equity Division		$2.11		$2.22		$1.94		$1.53		$1.29		$1.00
MML Money Market Division		$1.21		$1.17		$1.12		$1.08		$1.05		$1.00
MML Managed Bond Division		$1.35		$1.40		$1.31		$1.21		$1.18		$1.01
MML Blend Division		$1.78		$1.83		$1.63		$1.37		$1.22		$1.00
Oppenheimer Money Division		$1.21		$1.17		$1.13		$1.09		$1.05		$1.00
Oppenheimer High Income Division		$1.48		$1.34		$1.28		$1.18		$1.15		$  .99
Oppenheimer Bond Division		$1.31		$1.44		$1.45		$1.31		$1.15		$  .97
Oppenheimer Aggressive Growth Division		$3.43		$1.89		$1.71		$1.55		$1.31		$1.00
Oppenheimer Multiple Strategies Division		$1.80		$1.64		$1.55		$1.34		$1.18		$  .99
Oppenheimer Capital Appreciation Division		$3.50		$2.50		$2.05		$1.64		$1.32		$  .98
Oppenheimer Global Securities Division		$2.34		$1.50		$1.33		$1.10		$  .95		$  .94
Oppenheimer Strategic Bond Division		$1.36		$1.34		$1.32		$1.24		$1.12		$  .98
Oppenheimer Main Street® Growth & Income Division**		$2.64		$2.20		$2.13		$1.63		$1.24		N/A
Oppenheimer Small Cap Growth Division***		$1.37		$  .95		N/A		N/A		N/A		N/A

*	Public offering of the contract commenced on November 14, 1994. All accumulation unit values were $1.00 on November 14, 1994.

**	Public offering commenced July 3, 1995.

***	Public offering commenced May 1, 1998.

		Dec. 31, 1999		Dec. 31, 1998		Dec. 31, 1997		Dec. 31, 1996		Dec. 31, 1995		*Dec. 31, 1994
MML Equity Division		10,119,612		9,438,044		5,969,226		2,189,149		685,964		5,000
MML Money Market Division		9,154,025		7,211,004		6,629,848		4,267,075		839,793		16,949
MML Managed Bond Division		2,322,444		2,089,420		1,204,982		695,485		328,514		4,000
MML Blend Division		12,552,385		13,300,264		7,786,187		3,019,173		778,529		5,000
Oppenheimer Money Division		4,466,254		3,947,306		2,749,962		2,607,468		1,023,398		5,000
Oppenheimer High Income Division		17,082,745		19,951,336		15,061,803		5,999,147		1,518,022		6,184
Oppenheimer Bond Division		5,081,603		6,279,363		3,187,094		1,827,553		883,171		5,000
Oppenheimer Aggressive Growth Division		22,089,678		20,831,543		17,599,666		9,019,648		2,254,545		12,000
Oppenheimer Multiple Strategies Division		16,741,299		16,844,783		13,303,149		7,090,472		2,190,174		7,339
Oppenheimer Capital Appreciation Division		30,561,482		27,906,939		22,451,343		10,747,444		2,762,984		5,000
Oppenheimer Global Securities Division		25,157,394		25,419,795		22,032,928		10,727,219		2,698,363		12,367
Oppenheimer Strategic Bond Division		21,668,818		25,860,507		22,629,278		11,657,438		3,491,031		7,314
Oppenheimer Main Street® Growth & Income Division**		40,968,904		42,558,961		34,277,066		14,369,051		1,507,840		N/A
Oppenheimer Small Cap Growth Division***		1,696,300		270,188		N/A		N/A		N/A		N/A

*	Public offering of the contract commenced on November 14, 1994.

**	Public offering commenced July 3, 1995.

***	Public offering commenced May 1, 1998.

		Page
General Information		2
Assignment of Contract		2
Restrictions on Redemption		3
Distribution		3
Purchase of Securities Being Offered		4
Contract Value Calculations For Amounts Allocated to an Investment Division of a Separate      Account		4
Performance Measures		8
Federal Tax Matters		15
Experts		21
Financial Statements		Final Pages

(1)  No person entitled to receive annuity payments under a contract or part or all of the contract’s value will be permitted to commute, anticipate, encumber, alienate or assign such amounts, except upon the written authority of the contract owner given during the annuitant’s lifetime and received in good order by MML Bay State at its Annuity Service Center. To the extent permitted by law, no contract nor any proceeds or interest payable thereunder will be subject to the annuitant’s or any other person’s debts, contracts or engagements, nor to any levy or attachment for payment thereof;

(2)  If an assignment of a contract is in effect on the maturity date, MML Bay State reserves the right to pay to the assignee in one sum the amount of the contract’s maturity value to which he is entitled, and to pay any balance of such value in one sum to the contract owner, regardless of any payment options which the contract owner may have elected. Moreover, if an assignment of a contract is in effect at the death of the annuitant or owner prior to the maturity date, MML Bay State will pay to the assignee in one sum, to the extent that he or she is entitled, the death benefit available under the contract. Please consult the Death Benefit section of the prospectus for more information;

(3)  Contracts used in connection with annuity purchase plans adopted by public school systems and certain tax-exempt organizations pursuant to Section 403(b) of the Code (“tax-sheltered annuities” or “TSAs”) must be endorsed to provide that they are non-transferable; and

(4)  Contracts issued under a plan for an Individual Retirement Annuity pursuant to Section 408 of the Code must be endorsed to provide that they are non-transferable. Such contracts may not be sold, assigned, discounted, or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose by the annuitant to any person or party other than MML Bay State, except to a former spouse of the annuitant in accordance with the terms of a divorce decree or other written instrument incident to a divorce.

Gross Investment Rate		= Net Earnings during Valuation Period Value of Net Assets at beginning of Valuation Period
Net Investment Factor		= Gross Investment Rate + 1.000000 - Asset Charge
Accumulation Unit Value		= Accumulation Unit Value on Preceding Valuation Date × Net Investment Factor Annuity Unit Value on Preceding Valuation
Date × Net Investment Factor
Annuity Unit Value		= 1.000000 + rate of interest for days in current Valuation Period at Assumed Investment Rate

First Variable Monthly Income Payment		= Accumulation Units Applied × Accumulation Unit Value on Payment Calculation Date for First Variable Monthly Annuity Payment
Number of Annuity Units		= First Variable Monthly Annuity Payment Annuity Unit Value on Payment Calculation Date for First Variable Monthly Income Payment
Amount of Subsequent Value Variable Income Payments		= Number of Annuity Units × Annuity Unit Value on the Applicable Payment Calculation Date

		1 Year			5 Year			Since Inception
MML Blend Division		(8.13	)%		11.89	%		11.54	%
MML Equity Division		(10.74	)		15.86			15.32
MML Managed Bond Division		(8.63	)		5.71			5.73
Oppenheimer Aggressive Growth Division		75.24			27.49			26.69
Oppenheimer Bond Division		(8.35	)		5.29			4.98
Oppenheimer Capital Appreciation Division		33.77			28.42			27.12
Oppenheimer Global Securities Division		50.50			19.50			17.45
Oppenheimer High Income Division		(2.78	)		8.31			7.45
Oppenheimer Main Street® Growth & Income Division		14.10			—			23.43
Oppenheimer Multiple Strategies Division		4.64			12.46			11.77
Oppenheimer Small Cap Growth Division		39.13			—			18.14
Oppenheimer Strategic Bond Division		(4.24	)		6.29			5.71

		1 Year			3 Years			5 Years			10 Years			Since Inception
MML Blend		(2.61	)%		9.17	%		12.20	%		9.98	%		—
MML Equity		(5.16	)		11.31			16.18			12.00			—
MML Managed Bond		(3.20	)		3.83			6.02			6.19			—
Opp Aggressive Growth		81.06			30.28			27.93			18.77			17.50	%
Opp Bond		(2.89	)		3.30			5.63			6.27			—
Opp Capital Appreciation		39.69			28.78			28.89			16.83			—
Opp Global Securities		56.28			28.65			20.01			—			15.18
Opp High Income		2.84			4.04			8.74			11.10			10.08
Opp Main Street® Growth & Income		20.02			17.46			—			—			24.04
Opp Multiple Strategies		10.24			10.28			12.83			9.31			10.11
Opp Small Cap Growth		44.53			—			—			—			21.01
Opp Strategic Bond		1.40			3.33			6.77			—			4.72

		MML Money Market Division			Oppenheimer Money Division
Before the Annual Administrative Charge deduction
Yield		3.96	%		2.17	%
Effective Yield		4.04			2.19
After the Annual Administrative Charge deduction of 0.07%
Yield		3.90	%		2.10	%
Effective Yield		3.97			2.13

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
12/31/89		$10,000		$10,000
12/31/90				$10,065		0.65	%
12/31/91				$12,278		21.98	%
12/31/92				$13,210		7.60	%
12/31/93				$14,260		7.94	%
12/31/94				$14,380		0.84	%
12/31/95				$17,459		21.41	%
12/31/96				$19,593		12.22	%
12/31/97				$23,340		19.13	%
12/31/98				$26,111		11.87	%
12/31/99				$25,399		(2.73	)%

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
12/31/89		$10,000		$10,000
12/31/90				$  9,780		(2.20	)%
12/31/91				$12,080		23.51	%
12/31/92				$13,130		8.69	%
12/31/93				$14,149		7.77	%
12/31/94				$14,496		2.45	%
12/31/95				$18,724		29.17	%
12/31/96				$22,180		18.46	%
12/31/97				$28,112		26.75	%
12/31/98				$32,189		14.50	%
12/31/99				$30,500		(5.25	)%

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
12/31/89		$10,000		$10,000
12/31/90				$10,657		6.57	%
12/31/91				$12,229		14.76	%
12/31/92				$12,911		5.57	%
12/31/93				$14,205		10.02	%
12/31/94				$13,450		(5.31	)%
12/31/95				$15,777		17.30	%
12/31/96				$16,036		1.64	%
12/31/97				$17,358		8.24	%
12/31/98				$18,482		6.48	%
12/31/99				$17,861		(3.36	)%

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
12/31/89		$10,000		$10,000
12/31/90		0		$8,172		(18.28	)%
12/31/91		0		$12,438		52.20	%
12/31/92		0		$14,127		13.58	%
12/31/93		0		$17,707		25.34	%
12/31/94		0		$16,106		(9.04	)%
12/31/95		0		$21,028		30.56	%
12/31/96		0		$24,902		18.42	%
12/31/97		0		$27,396		10.02	%
12/31/98		0		$30,338		10.74	%
12/31/99		0		$54,929		81.06	%

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
12/31/89		$10,000		$10,000
12/31/90				$10,612		6.12	%
12/31/91				$12,279		15.71	%
12/31/92				$12,865		4.78	%
12/31/93				$14,311		11.24	%
12/31/94				$13,808		(3.51	)%
12/31/95				$15,906		15.19	%
12/31/96				$16,409		3.17	%
12/31/97				$17,655		7.59	%
12/31/98				$18,567		5.16	%
12/31/99				$18,001		(3.05	)%

Date		Payments		Accumulated Value		Non-Standard Calendar Year Total Return
12/31/89		$10,000		$10,000
12/31/90				$  9,021		(9.79	)%
12/31/91				$11,138		23.46	%
12/31/92				$12,549		12.67	%
12/31/93				$13,241		5.52	%
12/31/94				$13,154		(0.66	)%
12/31/95				$17,705		34.60	%
12/31/96				$21,837		23.34	%
12/31/97				$27,264		24.85	%
12/31/98				$33,322		22.22	%
12/31/99				$46,517		39.60	%

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
11/12/90		$10,000		$10,000
12/31/90				$10,021		0.21	%
12/31/91				$10,185		1.64	%
12/31/92				$  9,300		(8.70	)%
12/31/93				$15,586		67.59	%
12/31/94				$14,460		(7.22	)%
12/31/95				$14,550		0.62	%
12/31/96				$16,839		15.73	%
12/31/97				$20,353		20.87	%
12/31/98				$22,877		12.40	%
12/31/99				$35,719		56.13	%

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
12/31/89		$10,000		$10,000
12/31/90				$10,289		2.89	%
12/31/91				$13,557		31.76	%
12/31/92				$15,735		16.06	%
12/31/93				$19,572		24.39	%
12/31/94				$18,657		(4.68	)%
12/31/95				$22,123		18.58	%
12/31/96				$25,120		13.55	%
12/31/97				$27,778		10.58	%
12/31/98				$27,450		(1.18	)%
12/31/99				$28,199		2.73	%

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
7/3/95		$10,000		$10,000
12/31/95				$12,442		24.42	%
12/31/96				$16,231		30.45	%
12/31/97				$21,187		30.53	%
12/31/98				$21,853		3.14	%
12/31/99				$26,195		19.87	%

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
12/31/89		$10,000		$10,000
12/31/90				$  9,643		(3.57	)%
12/31/91				$11,141		15.53	%
12/31/92				$11,944		7.21	%
12/31/93				$13,627		14.09	%
12/31/94				$13,146		(3.53	)%
12/31/95				$15,708		19.48	%
12/31/96				$17,864		13.73	%
12/31/97				$20,629		15.48	%
12/31/98				$21,671		5.05	%
12/31/99				$23,861		10.11	%

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
5/1/98		$10,000		$10,000
12/31/98				$  9,511		(4.89	)%
12/31/99				$13,698		44.02	%

Date		Payment		Accumulated Value		Non-Standard Calendar Year Total Return
5/3/93		$10,000		$10,000
12/31/93				$10,329		3.29	%
12/31/94				$  9,771		(5.40	)%
12/31/95				$11,083		13.43	%
12/31/96				$12,220		10.25	%
12/31/97				$13,072		6.97	%
12/31/98				$13,235		1.25	%
12/31/99				$13,390		1.17	%

		MML Equity Division		MML Money Market Division		MML Managed Bond Division		MML Blend Division		Oppenheimer Money Division		Oppenheimer Bond Division		Oppenheimer High Income Division
ASSETS
Investments
Number of shares (Note 2)		568,221		10,922,321		267,439		932,465		5,410,274		577,774		2,369,156
Identified cost (Note 3B)		$21,121,972		$10,922,321		$  3,266,769		$23,273,411		$  5,410,274		$  6,949,578		$26,720,391
Value (Note 3A)		$20,771,531		$10,922,321		$  3,105,068		$21,919,205		$  5,410,274		$  6,655,954		$25,397,357
Dividends receivable		650,896		45,986		47,241		604,075		11,391		-		-
Receivable from MML Bay State Life Insurance Company		-		62,612		-		-		-		-		-
Other assets		-		-		-		-		-		-		-
Total assets		21,422,427		11,030,919		3,152,309		22,523,280		5,421,665		6,655,954		25,397,357
LIABILITIES
Annuitant mortality fluctuation reserve (Note 3D)		-		-		-		3,946		-		-		818
Payable to MML Bay State Life Insurance Company		79,831		-		15,415		77,486		16,393		23,876		129,101
NET ASSETS		$21,342,596		$11,030,919		$ 3,136,894		$22,441,848		$ 5,405,272		$ 6,632,078		$25,267,438
Net Assets:
Accumulation units - value		$21,342,596		$11,030,919		$  3,136,894		$22,310,331		$  5,405,272		$  6,632,078		$25,240,166
Annuity reserves (Note 3D)		-		-		-		131,517		-		-		27,272
Net assets		$21,342,596		$11,030,919		$  3,136,894		$22,441,848		$  5,405,272		$  6,632,078		$25,267,438
Accumulation units (Note 8)
Contractowners		10,114,612		9,149,025		2,317,444		12,547,385		4,461,254		5,076,603		17,077,745
MML Bay State Life Insurance Company		5,000		5,000		5,000		5,000		5,000		5,000		5,000
Total units		10,119,612		9,154,025		2,322,444		12,552,385		4,466,254		5,081,603		17,082,745
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 1999		$             2.11		$             1.21		$             1.35		$             1.78		$             1.21		$             1.31		$             1.48
December 31, 1998		2.22		1.17		1.40		1.83		1.17		1.44		1.34
December 31, 1997		1.94		1.12		1.31		1.63		1.13		1.45		1.28
December 31, 1996		1.53		1.08		1.21		1.37		1.09		1.31		1.18
December 31, 1995		1.29		1.05		1.18		1.22		1.05		1.15		1.15

		Oppenheimer Aggressive Growth Division		*Oppenheimer Capital Appreciation Division		Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division		**Oppenheimer Main Street Growth & Income Division		Oppenheimer Small Cap Growth Division
ASSETS
Investments
Number of shares (Note 2)		924,531		2,163,542		1,738,745		1,772,799		5,971,805		4,403,158		165,691
Identified cost (Note 3B)		$ 38,871,499		$  70,167,451		$  28,350,848		$  36,193,196		$  30,406,369		$  85,865,400		$    1,726,113
Value (Note 3A)		$  76,098,146		$107,830,909		$  30,358,484		$  59,229,206		$  29,679,873		$108,449,789		$    2,331,270
Dividends receivable		-		-		-		-		-		-		-
Receivable from MML Bay State Life Insurance Company		-		-		-		-		-		-		-
Other assets		-		-		-		-		-		-		-
Total assets		76,098,146		107,830,909		30,358,484		59,229,206		29,679,873		108,449,789		2,331,270
LIABILITIES
Annuitant mortality fluctuation reserve (Note 3D)		2,206		2,718		2,226		3,381		-		2,337		-
Payable to MML Bay State Life Insurance Company		257,031		405,137		104,644		230,765		146,596		384,447		6,364
NET ASSETS		$  75,838,909		$107,423,054		$ 30,251,614		$ 58,995,060		$ 29,533,277		$108,063,005		$  2,324,906
Net Assets:
Accumulation units - value		$  75,765,386		$106,813,723		$  30,177,412		$  58,882,365		$  29,533,277		$107,985,099		$    2,324,906
Annuity reserves (Note 3D)		73,523		609,331		74,202		112,695		-		77,906		-
Net assets		$  75,838,909		$107,423,054		$  30,251,614		$  58,995,060		$  29,533,277		$108,063,005		$     2,324,906
Accumulation units (Note 8)
Contractowners		22,084,678		30,556,482		16,736,299		25,152,394		21,663,818		40,963,904		1,696,300
MML Bay State Life Insurance Company		5,000		5,000		5,000		5,000		5,000		5,000		-
Total units		22,089,678		30,561,482		16,741,299		25,157,394		21,668,818		40,968,904		1,696,300
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 1999		$               3.43		$               3.50		$               1.80		$               2.34		$               1.36		$               2.64		$               1.37
December 31, 1998		1.89		2.50		1.64		1.50		1.34		2.20		0.95
December 31, 1997		1.71		2.05		1.55		1.33		1.32		2.13		-
December 31, 1996		1.55		1.64		1.34		1.10		1.24		1.63		-
December 31, 1995		1.31		1.32		1.18		0.95		1.12		1.24		-

*	Prior to June 30, 1999, this Division was called Oppenheimer Growth Division

**	Prior to June 30, 1999, this Division was called the Oppenheimer Growth & Income Division

		MML Equity Division			MML Money Market Division		MML Managed Bond Division			MML Blend Division			Oppenheimer Money Division		Oppenheimer Bond Division			Oppenheimer High Income Division
Investment income
Dividends (Note 3B)		$    651,080			$       456,286		$       264,863			$  1,227,861			$       206,770		$       412,222			$  1,897,850
Expenses
Mortality and expense risk fees (Note 4)		321,577			136,605		54,901			343,432			59,499		104,843			383,095
Net investment income (loss) (Note 3C)		329,503			319,681		209,962			884,429			147,271		307,379			1,514,755
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3B, 3C & 7)		709,329			-		(152,224	)		504,531			-		6,552			(302,118	)
Change in net unrealized appreciation/depreciation of investments		(2,254,011	)		-		(181,267	)		(1,990,957	)		-		(542,016	)		(426,239	)
Net gain (loss) on investments		(1,544,682	)		-		(333,491	)		(1,486,426	)		-		(535,464	)		(728,357	)
Net increase (decrease) in net assets resulting from operations		$(1,215,179	)		$   319,681		$  (123,529	)		$  (601,997	)		$   147,271		$  (228,085	)		$   786,398

		Oppenheimer Aggressive Growth Division		*Oppenheimer Capital Appreciation Division		Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division			**Oppenheimer Main Street Growth & Income Division			Oppenheimer Small Cap Growth Division
Investment income
Dividends (Note 3B)		$                  -		$  3,288,476		$  2,330,981		$  1,711,396		$  1,867,760			$  1,043,185			$                  -
Expenses
Mortality and expense risk fees (Note 4)		679,864		1,208,764		400,967		595,579		446,985			1,355,032			12,277
Net investment income (loss) (Note 3C)		(679,864)		2,079,712		1,930,014		1,115,817		1,420,775			(311,847	)		(12,277	)
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3B, 3C & 7)		1,554,887		4,632,564		423,102		1,916,015		(213,403	)		5,461,225			51,865
Change in net unrealized appreciation/depreciation of   investments		32,190,470		23,967,400		502,057		18,119,323		(816,074	)		12,550,884			575,915
Net gain (loss) on investments		33,745,357		28,599,964		925,159		20,035,338		(1,029,477	)		18,012,109			627,780
Net increase (decrease) in net assets resulting from   operations		$33,065,493		$30,679,676		$ 2,855,173		$21,151,155		$   391,298			$17,700,262			$   615,503

*	Prior to June 30, 1999, this Division was called Oppenheimer Growth Division

**	Prior to June 30, 1999, this Division was called the Oppenheimer Growth & Income Division

		MML Equity Division			MML Money Market Division			MML Managed Bond Division			MML Blend Division			Oppenheimer Money Division			Oppenheimer Bond Division			Oppenheimer High Income Division
Increase (decrease) in net assets
Operations:
Net investment income (loss)		$       329,503			$       319,681			$       209,962			$       884,429			$       147,271			$       307,379			$  1,514,755
Net realized gain (loss) on investments		709,329			-			(152,224	)		504,531			-			6,552			(302,118	)
Change in net unrealized appreciation/depreciation of investments		(2,254,011	)		-			(181,267	)		(1,990,957	)		-			(542,016	)		(426,239	)
Net increase (decrease) in net assets resulting from operations		(1,215,179	)		319,681			(123,529	)		(601,997	)		147,271			(228,085	)		786,398
Capital transactions: (Note 8)
Net contract payments (Note 6)		2,101,941			1,412,482			797,501			2,046,553			1,721,626			808,422			1,412,734
Withdrawal of funds		(1,449,348	)		(1,783,848	)		(506,518	)		(1,343,466	)		(692,805	)		(969,909	)		(2,055,316	)
Transfer due to reimbursement (payment) of accumulation     unit value fluctuation		26,030			(10,047	)		(684	)		6,063			(4,441	)		2,380			1,463
Net charge (credit) to annuitant mortality fluctuation reserve (Note 3D)		-			-			(27	)		4,143			-			-			(39,659	)
Annuity benefit payments		-			-			-			428			-			-			142
Withdrawal due to administrative and contingent     deferred sales charges (Note 6)		(8,846	)		(1,718	)		(697	)		(7,726	)		(820	)		(1,809	)		(6,742	)
Divisional transfers and transfers to fixed account		900,719			2,685,321			55,512			(2,080,021	)		(385,797	)		(1,417,922	)		(3,563,650	)
Net increase (decrease) in net assets resulting from capital transactions		1,570,496			2,302,190			345,087			(1,374,026	)		637,763			(1,578,838	)		(4,251,028	)
Total Increase (decrease)		355,317			2,621,871			221,558			(1,976,023	)		785,034			(1,806,923	)		(3,464,630	)
NET ASSETS, at beginning of the year		20,987,279			8,409,048			2,915,336			24,417,871			4,620,238			8,439,001			28,732,068
NET ASSETS, at end of the year		$21,342,596			$11,030,919			$ 3,136,894			$22,441,848			$ 5,405,272			$ 6,632,078			$25,267,438

		Oppenheimer Aggressive Growth Division			*Oppenheimer Capital Appreciation Division			Oppenheimer Multiple Strategies Division			Oppenheimer Global Securities Division			Oppenheimer Strategic Bond Division			**Oppenheimer Main Street Growth & Income Division			Oppenheimer Small Cap Growth Division
Increase (decrease) in net assets
Operations:
Net investment income (loss)		$       (679,864	)		$    2,079,712			$    1,930,014			$    1,115,817			$    1,420,775			$       (311,847	)		$         (12,277	)
Net realized gain (loss) on investments		1,554,887			4,632,564			423,102			1,916,015			(213,403	)		5,461,225			51,865
Change in net unrealized appreciation/depreciation of     investments		32,190,470			23,967,400			502,057			18,119,323			(816,074	)		12,550,884			575,915
Net increase (decrease) in net assets resulting from   operations		33,065,493			30,679,676			2,855,173			21,151,155			391,298			17,700,262			615,503
Capital transactions: (Note 8)
Net contract payments (Note 6)		2,914,863			5,485,806			2,719,585			2,238,915			1,321,920			8,923,178			512,577
Withdrawal of funds		(3,770,889	)		(6,726,443	)		(2,232,085	)		(2,709,173	)		(2,868,077	)		(6,953,119	)		(23,131	)
Transfer due to reimbursement (payment) of accumulation     unit value fluctuation		(40,713	)		(88,225	)		361			(8,011	)		(249	)		(28,788	)		(1,432	)
Net charge (credit) to annuitant mortality fluctuation reserve     (Note 3D)		(13,253	)		14,247			(1,638	)		(862	)		-			8			(323	)
Annuity benefit payments		151			333			296			317			-			278			-
Withdrawal due to administrative and contingent     deferred sales charges (Note 6)		(16,992	)		(28,954	)		(7,257	)		(13,115	)		(8,761	)		(34,517	)		(244	)
Divisional transfers		4,182,198			8,190,447			(698,787	)		189,703			(4,063,403	)		(5,080,564	)		964,978
Net increase (decrease) in net assets resulting from capital   transactions		3,255,365			6,847,211			(219,525	)		(302,226	)		(5,618,570	)		(3,173,524	)		1,452,425
Total increase (decrease)		36,320,858			37,526,887			2,635,648			20,848,929			(5,227,272	)		14,526,738			2,067,928
NET ASSETS, at beginning of the year		39,518,051			69,896,167			27,615,966			38,146,131			34,760,549			93,536,267			256,978
NET ASSETS, at end of the year		$ 75,838,909			$107,423,054			$ 30,251,614			$ 58,995,060			$ 29,533,277			$108,063,005			$  2,324,906

*	Prior to June 30, 1999, this Division was called Oppenheimer Growth Division

**	Prior to June 30, 1999, this Division was called the Oppenheimer Growth & Income Division

		MML Equity Division			MML Money Market Division			MML Managed Bond Division			MML Blend Division			Oppenheimer Money Division			Oppenheimer Bond Division			Oppenheimer High Income Division			*Oppenheimer Aggressive Growth Division			Oppenheimer Growth Division			Oppenheimer Multiple Strategies Division			Oppenheimer Global Securities Division			Oppenheimer Strategic Bond Division			Oppenheimer Growth & Income Division			**Oppenheimer Small Cap Growth Division
Increase (decrease) in net assets
Operations:
Net investment income (loss)		$       787,099			$       283,614			$       124,569			$  1,672,355			$       125,971			$         68,433			$       869,150			$       425,514			$  4,050,632			$  1,101,280			$  2,722,686			$       453,374			$  3,080,939			$             (627	)
Net realized gain on investments		530,055			-			27,461			222,824			-			40,215			92,725			378,167			1,206,550			278,473			699,594			121,303			2,407,780			(5,877	)
Change in net unrealized     appreciation/depreciation of     investments		956,700			-			(12,234	)		233,701			-			167,158			(1,402,201	)		2,619,800			6,645,579			(222,934	)		460,767			(148,383	)		(3,723,194	)		29,241
Net increase in net assets resulting   from operations		2,273,854			283,614			139,796			2,128,880			125,971			275,806			(440,326	)		3,423,481			11,902,761			1,156,819			3,883,047			426,294			1,765,525			22,737
Capital transactions: (Note 8)
Net contract payments (Note 6)		7,008,812			4,284,941			885,671			9,674,195			2,919,516			2,699,433			8,135,844			8,198,322			13,722,728			7,427,896			6,860,323			9,557,607			24,768,220			159,178
Withdrawal of funds		(931,136	)		(899,332	)		(100,194	)		(1,031,123	)		(796,545	)		(340,457	)		(1,468,505	)		(1,951,791	)		(3,233,605	)		(2,030,529	)		(2,115,654	)		(1,813,741	)		(5,941,732	)		-
Transfer due to reimbursement   (payment) of accumulation unit   value fluctuation		(11,066	)		(1,766	)		(2,875	)		(7,720	)		(7,451	)		(1,569	)		9,471			(15,896	)		(50,916	)		(4,547	)		7,368			(9,077	)		10,541			(2,342	)
Net credit to annuitant mortality   reserve (Note 3D)		-			-			-			(9,738	)		-			-			43,955			15,374			14,016			10,092			8,477			-			4,284			-
Transfer of seed money		-			-			-			-			-			-			-			-			-			-			-			-			-			5,000
Annuity benefit payments		-			-			-			(428	)		-			-			(142	)		(151	)		(333	)		(296	)		(317	)		-			(278	)		-
Withdrawal due to administrative and   contingent deferred sales charges   (Note 6)		(5,957	)		(1,404	)		(431	)		(4,880	)		(561	)		(1,210	)		(6,519	)		(13,636	)		(19,380	)		(6,217	)		(11,493	)		(7,427	)		(27,736	)		(9	)
Divisional transfers		1,071,006			(2,711,129	)		416,874			835,019			(721,483	)		1,740,614			583,458			(215,428	)		1,640,602			385,079			198,665			(3,367,260	)		68,736			72,414
Net increase in net assets resulting   from capital transactions		7,131,659			671,310			1,199,045			9,455,325			1,393,476			4,096,811			7,297,562			6,016,794			12,073,112			5,781,478			4,947,369			4,360,102			18,882,035			234,241
Total increase		9,405,513			954,924			1,338,841			11,584,205			1,519,447			4,372,617			6,857,236			9,440,275			23,975,873			6,938,297			8,830,416			4,786,396			20,647,560			256,978
NET ASSETS, at beginning of the   year		11,581,766			7,454,124			1,576,495			12,833,666			3,100,791			4,066,384			21,874,832			30,077,776			45,920,294			20,677,669			29,315,715			29,974,153			72,888,707			-
NET ASSETS, at end of the year		$20,987,279			$ 8,409,048			$ 2,915,336			$24,417,871			$ 4,620,238			$ 8,439,001			$28,732,068			$39,518,051			$69,896,167			$27,615,966			$38,146,131			$34,760,549			$93,536,267			$   256,978

*	This division invests in the Oppenheimer Aggressive Growth Fund. Prior to May 1, 1998, the Oppenheimer Aggressive Growth Fund was called the Oppenheimer Capital Appreciation Fund. The Oppenheimer Aggressive Growth Fund was known as the Oppenheimer Capital Appreciation Division.

**	For the Period May 1, 1998 (Commencement of Operations) Through December 31, 1998.

1.

HISTORY

MML Bay State Variable Annuity Separate Account 1 (“Separate Account 1”) is a separate investment account established on January 14, 1994 by MML Bay State Life Insurance Company (“MML Bay State”). MML Bay State is a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”). Separate Account 1 is used exclusively for MML Bay State’s flexible purchase payment individual variable annuity contract, known as Life Trust.

On November 15, 1994, MML Bay State paid $60,000 to provide the initial capital for Separate Account 1’s twelve initial divisions: 14,099 shares were purchased in the two management investment companies described in Note 2.

On July 5, 1995, MML Bay State paid $5,000 to establish Separate Account 1’s thirteenth division: 500 shares were purchased in the Growth & Income Division of the Oppenheimer Variable Account Fund described in Note 2.

The Separate Account 1 operates as a registered unit investment trust pursuant to the Investment Company Act of 1940 (“the 1940 Act”).

2.	INVESTMENT OF THE SEPARATE ACCOUNT 1 ASSETS

Separate Account 1 maintains fourteen divisions. Each division invests in corresponding shares of either the MML Series Investment Fund (“MML Trust”) or Oppenheimer Variable Account Funds (“Oppenheimer Trust”).

MML Equity Fund, MML Money Market Fund, MML Managed Bond Fund and MML Blend Fund are four of the eight separate series of shares of the MML Trust. The MML Trust is an open-end, management investment company registered under the 1940 Act. MassMutual serves as investment manager of the MML Trust. David L. Babson & Company, Inc. (“Babson”) a controlled subsidiary of MassMutual, served as the investment sub-advisor to MML Equity Fund and the Equity Sector of the MML Blend Fund (effective January 1, 2000, Babson will continue to serve as the sub-adviser to the MML Equity Fund and will become the sub-adviser to the MML Money Market Fund, MML Managed Bond Fund and the entire MML Blend Fund).

Oppenheimer Money Fund/VA, Oppenheimer Bond Fund/VA, Oppenheimer High Income Fund/VA, Oppenheimer Aggressive Growth Fund/VA, Oppenheimer Capital Appreciation Fund/VA, Oppenheimer Multiple Strategies Fund/VA, Oppenheimer Global Securities Fund/VA, Oppenheimer Strategic Bond Fund/VA, Oppenheimer Main Street Growth & Income Fund/VA and Oppenheimer Small Cap Growth Fund/VA are the ten separate Funds of the Oppenheimer Trust. The Oppenheimer Trust is a open-end, diversified, management investment company registered under the 1940 Act, for which OppenheimerFunds, Inc. (“OFI”), a controlled subsidiary of MassMutual, serves as investment manager.

In addition to the fourteen divisions of the Separate Account 1, a contractowner, in certain states, may also allocate funds to the Fixed Account. Proceeds from the Fixed Account will be deposited in a non-unitized segment of MML Bay State’s general account organized as a separate account for accounting purposes. The interests in the Fixed Account are registered under the Securities Act of 1933.

3.	SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed consistently by Separate Account 1 in preparation of the financial statements in conformity with generally accepted accounting principles.

A.    Investment Valuation

Investments in the MML Trust and the Oppenheimer Trust are each stated at market value which is the net asset value of each of the respective underlying funds.

B.    Accounting for Investments

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

C.    Federal Income Taxes

Operations of Separate Account 1 form a part of the total operations of MML Bay State, and Separate Account 1 is not taxed separately. MML Bay State is taxed as a life insurance company under the provisions of the 1986 Internal Revenue Code, as amended. Separate Account 1 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 Separate Account 1’s investment performance. Accordingly, no provision for federal income tax has been made. MML Bay State may, however, make such a charge in the future if an unanticipated change of current law results in a company tax liability attributable to Separate Account 1.

D.    Annuity Reserve

Annuity reserves are developed by using accepted actuarial methods and are computed using the 1983 Annuity Table a, with Projection Scale G. Separate Account 1 has an annuity reserve of $1,106,446 at December 31, 1999.

E.    Estimates

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

4.

CHARGES

An asset charge is computed against the net asset value of Separate Account 1’s assets (“Net Asset Value”). The asset charge is currently equivalent on an annual basis to 1.40% of the Net Asset Value. The mortality and expense risk part of this charge is made daily at an annual rate which is currently equal to 1.15%, and will not exceed 1.25% of the Net Asset Value. The administrative expense part of the charge is made daily at an annual rate of 0.15%. The third component of the asset charge is a charge of 0.10% of the Net Asset Value assessed to reimburse MML Bay State for the cost of providing the enhanced death benefit under the contract. MML Bay State also charges for administrative costs and may impose a contingent deferred sales charge and a premium tax charge upon redemption, maturity or annuitization.

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, MML Bay State and Separate Account I. 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”) a wholly-owned subsidiary of MassMutual, serves as co-underwriter of the contracts pursuant to underwriting and servicing agreements among MMLISI, MML Bay State and Separate Account I. 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.

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

6.	CHARGES/DEDUCTIONS FOR ADMINISTRATIVE CHARGES AND CONTINGENT DEFERRED SALES CHARGES

For The Year Ended		MML Equity Division			MML Money Market Division			MML Managed Bond Division			MML Blend Division			Oppenheimer Money Division			Oppenheimer Bond Division			Oppenheimer High Income Division
December 31, 1999
Net contract payments		$2,101,941			$  1,412,482			$    797,501			$2,046,553			$1,721,626			$       808,422			$1,412,734
Administrative charges and contingent deferred sales   charges		$         8,846			$           1,718			$           697			$         7,726			$           820			$           1,809			$         6,742
For The Year Ended		Oppenheimer Aggressive Growth Division			Oppenheimer Capital Appreciation Division			Oppenheimer Multiple Strategies Division			Oppenheimer Global Securities Division			Oppenheimer Strategic Bond Division			Oppenheimer Main Street Growth & Income Division			Oppenheimer Small Cap Growth Division
December 31, 1999 (Continued)
Net contract payments		$2,914,863			$  5,485,806			$2,719,585			$2,238,915			$1,321,920			$  8,923,178			$    512,577
Administrative charges and contingent deferred sales   charges		$       16,992			$         28,954			$         7,257			$       13,115			$         8,761			$         34,517			$           244
7. PURCHASES AND SALES OF INVESTMENTS
For The Year Ended		MML Equity Division			MML Money Market Division			MML Managed Bond Division			MML Blend Division			Oppenheimer Money Division			Oppenheimer Bond Division			Oppenheimer High Income Division
December 31, 1999
Cost of purchases		$5,347,017			$17,414,917			$3,593,219			$4,705,039			$7,522,761			$  1,724,316			$5,493,534
Proceeds from sales		(3,132,115	)		(14,669,989	)		(3,026,699	)		(4,364,471	)		(6,508,009	)		(2,996,637	)		(8,159,761	)
For The Year Ended		Oppenheimer Aggressive Growth Division			Oppenheimer Capital Appreciation Division			Oppenheimer Multiple Strategies Division			Oppenheimer Global Securities Division			Oppenheimer Strategic Bond Division			Oppenheimer Main Street Growth & Income Division			Oppenheimer Small Cap Growth Division
December 31, 1999 (Continued)
Cost of purchases		$7,716,126			$20,376,373			$5,331,850			$6,504,531			$3,147,849			$14,688,866			$1,856,742
Proceeds from sales		(5,046,860	)		(11,363,593	)		(3,629,988	)		(5,610,042	)		(7,328,725	)		(18,241,902	)		(408,987	)

8.	NET INCREASE (DECREASE) IN UNITS ACCUMULATION

For The Year Ended		MML Equity Division			MML Money Market Division			MML Managed Bond Division			MML Blend Division			Oppenheimer Money Division			Oppenheimer Bond Division			Oppenheimer High Income Division
December 31, 1999
Units purchased		950,661			1,161,126			578,419			1,116,446			1,450,660			607,105			957,691
Units withdrawn		(647,513	)		(1,506,220	)		(369,418	)		(714,114	)		(587,091	)		(719,490	)		(1,382,898	)
Units transferred between divisions		378,420			2,288,115			24,023			(1,150,211	)		(344,621	)		(1,085,375	)		(2,443,384	)
Net increase (decrease)		681,568			1,943,021			233,024			(747,879	)		518,948			(1,197,760	)		(2,868,591	)
Units, at beginning of the year		9,438,044			7,211,004			2,089,420			13,300,264			3,947,306			6,279,363			19,951,336
Units, at end of the year		10,119,612			9,154,025			2,322,444			12,552,385			4,466,254			5,081,603			17,082,745
For The Year Ended		Oppenheimer Aggressive Growth Division			Oppenheimer Capital Appreciation Division			Oppenheimer Multiple Strategies Division			Oppenheimer Global Securities Division			Oppenheimer Strategic Bond Division			Oppenheimer Main Street Growth & Income Division			Oppenheimer Small Cap Growth Division
December 31, 1999 (Continued)
Units purchased		1,331,346			2,035,887			1,601,424			1,348,600			984,375			3,717,053			552,108
Units withdrawn		(1,663,666	)		(2,595,439	)		(1,303,943	)		(1,547,962	)		(2,139,377	)		(2,955,729	)		(25,285	)
Units transferred between divisions		1,590,455			3,214,095			(400,965	)		(63,039	)		(3,036,687	)		(2,351,381	)		899,289
Net increase (decrease)		1,258,135			2,654,543			(103,484	)		(262,401	)		(4,191,689	)		(1,590,057	)		1,426,112
Units, at beginning of the year		20,831,543			27,906,939			16,844,783			25,419,795			25,860,507			42,558,961			270,188
Units, at end of the year		22,089,678			30,561,482			16,741,299			25,157,394			21,668,818			40,968,904			1,696,300
For The Year Ended		MML Equity Division			MML Money Market Division			MML Managed Bond Division			MML Blend Division			Oppenheimer Money Division			Oppenheimer Bond Division			Oppenheimer High Income Division
December 31, 1998
Units purchased		3,403,218			3,747,723			652,486			5,624,388			2,528,273			2,048,776			5,505,415
Units withdrawn		(452,305	)		(780,513	)		(73,872	)		(596,824	)		(698,521	)		(262,072	)		(1,033,239	)
Units transferred between divisions		517,905			(2,386,054	)		305,824			486,513			(632,408	)		1,305,565			417,357
Net increase		3,468,818			581,156			884,438			5,514,077			1,197,344			3,092,269			4,889,533
Units, at beginning of the year		5,969,226			6,629,848			1,204,982			7,786,187			2,749,962			3,187,094			15,061,803
Units, at end of the year		9,438,044			7,211,004			2,089,420			13,300,264			3,947,306			6,279,363			19,951,336
For The Year Ended		Oppenheimer Aggressive Growth Division			Oppenheimer Growth Division			Oppenheimer Multiple Strategies Division			Oppenheimer Global Securities Division			Oppenheimer Strategic Bond Division			Oppenheimer Growth & Income Division			*Oppenheimer Small Cap Growth Division
December 31, 1998 (Continued)
Units purchased		4,575,632			6,239,140			4,616,518			4,860,138			7,088,506			11,127,691			191,778
Units withdrawn		(1,122,263	)		(1,476,545	)		(1,312,421	)		(1,554,002	)		(1,358,381	)		(2,766,003	)		(10	)
Units transferred between divisions		(221,492	)		693,001			237,537			80,731			(2,498,896	)		(79,793	)		78,420
Net increase		3,231,877			5,455,596			3,541,634			3,386,867			3,231,229			8,281,895			270,188
Units, at beginning of the period/year		17,599,666			22,451,343			13,303,149			22,032,928			22,629,278			34,277,066			-
Units, at end of the year		20,831,543			27,906,939			16,844,783			25,419,795			25,860,507			42,558,961			270,188

*

For the Period May 1, 1998 (Commencement of Operations) Through December 31, 1998.

		December 31,
		1999		1998
		(In Millions)
Assets:
Bonds		$       32.0		$       28.6
Policy loans		35.0		24.1
Cash and short-term investments		38.9		17.2
Total invested assets		105.9		69.9
Investment and insurance amounts receivable		2.7		1.7
Transfer due from separate accounts		104.6		103.0
Federal income tax receivable		–		4.2
		213.2		178.8
Separate account assets		2,568.8		2,031.7
Total assets		$2,782.0		$2,210.5

		December 31,
		1999		1998
		($ In Millions Except for Par Value)
Liabilities:
Policyholders’ reserves and funds		$       36.8		$       47.3
Policyholders’ claims and other benefits		4.5		2.9
Payable to parent		2.9		10.8
Federal income tax payable		1.8		–
Other liabilities		11.1		7.9
		57.1		68.9
Separate account liabilities		2,568.4		2,027.7
Total liabilities		2,625.5		2,096.6
Shareholder’s equity:
Common stock, $200 par value      25,000 shares authorized      12,501 shares issued and outstanding		2.5		2.5
Paid-in and contributed surplus		146.7		121.7
Surplus		7.3		(10.3	)
Total shareholder’s equity		156.5		113.9
Total liabilities & shareholder’s equity		$2,782.0		$2,210.5

		Years Ended December 31,
		1999			1998			1997
		(In Millions)
Revenue:
Premium income		$467.6			$573.0			$606.6
Net investment income		4.3			4.9			3.9
Fees and other income		82.8			78.8			61.7
Total revenue		554.7			656.7			672.2
Benefits and expenses:
Policyholders’ benefits and payments		72.4			53.0			34.3
Addition to policyholders’ reserves and funds		383.0			494.9			543.9
Operating expenses		25.4			47.8			38.3
Commissions		24.4			42.1			35.4
State taxes, licenses and fees		11.2			12.9			11.2
Total benefits and expenses		516.4			650.7			663.1
Net gain from operations before federal income taxes		38.3			6.0			9.1
Federal income taxes		20.5			11.9			15.9
Net gain (loss) from operations		17.8			(5.9	)		(6.8	)
Net realized capital loss		(0.1	)		(0.2	)		(0.1	)
Net income (loss)		$  17.7			$  (6.1	)		$  (6.9	)

		Years Ended December 31,
		1999			1998			1997
		(In Millions)
Shareholder’s equity, beginning of year		$113.9			$  67.5			$  77.6
Increases (decreases) due to:
Net income (loss)		17.7			(6.1	)		(6.9	)
Capital contributions		25.0			50.0			–
Other		(0.1	)		2.5			(3.2	)
		42.6			46.4			(10.1	)
Shareholder’s equity, end of year		$156.5			$113.9			$ 67.5

		Years Ended December 31,
		1999			1998			1997
		(In Millions)
Operating activities:
Net income (loss)		$  17.7			$  (6.1	)		$  (6.9	)
Addition to policyholders’ reserves, funds and policy benefits net of      transfers to separate accounts		(8.9	)		12.1			10.5
Net realized capital loss		0.1			0.2			0.1
Change in transfer due from separate accounts		(1.6	)		(27.2	)		(25.6	)
Change in payable to parent		(7.9	)		(10.9	)		22.8
Change in federal taxes payable/receivable		6.0			(8.1	)		5.0
Other changes		6.1			1.8			(9.7	)
Net cash provided by (used in) operating activities		11.5			(38.2	)		(3.8	)
Investing activities:
Loans and purchases of investments		(32.8	)		(15.5	)		(20.1	)
Sales and maturities of investments and receipts from repayments of      loans		18.0			17.4			20.4
Net cash provided by (used in) investing activities		(14.8	)		1.9			0.3
Financing activities:
Capital and surplus contributions		25.0			50.0			–
Net cash provided by financing activities		25.0			50.0			–
Increase (decrease) in cash and short-term investments		21.7			13.7			(3.5	)
Cash and short-term investments, beginning of year		17.2			3.5			7.0
Cash and short-term investments, end of year		$  38.9			$  17.2			$    3.5

The accompanying statutory financial statements have been prepared in conformity with the statutory accounting practices of the National Association of Insurance Commissioners (“NAIC”) and the accounting practices prescribed or permitted by the State of Connecticut Insurance Department, and prior to June 30, 1997, the State of Missouri Department of Insurance. On June 30, 1997, the Company redomesticated from the state of Missouri to the state of Connecticut which did not have any effect on the accounting practices being followed. These statutory financial statements 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 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.

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

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.

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 declines in the value of bonds. 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. 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 $0.2 million in 1999, and $0.1 million in 1998 and 1997 were deferred into the IMR. Amortization of the IMR into net investment income amounted to $0.1 million in 1999, 1998 and 1997.

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 contactholders. Assets consist of holdings in an open-ended series investment fund affiliated with MassMutual, bonds, common stocks, and short-term investments 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 Statements of Income. The Company receives administrative and investment advisory fees from those accounts. The Company had $0.4 million and $4.0 million of its assets invested in the separate account as of December 31, 1999 and 1998, respectively.

Net transfers to separate accounts of $393.5 million, $481.2 million, and $479.4 million in 1999, 1998 and 1997, respectively, are included in addition to policyholders’ reserves and funds, in the Statutory Statements of Income.

c.	Policyholders’ Reserves and Funds

Policyholders’ reserves for life insurance contracts are developed using accepted actuarial methods computed principally on the net level premium method and the Commissioners’ Reserve Valuation Method bases using the 1958 and 1980 Commissioners’ Standard Ordinary mortality tables with assumed interest rates ranging from 3.0 to 5.5 percent.

Reserves for individual annuities are based on accepted actuarial methods, principally at interest rates ranging from 6.25 to 7.0 percent.

d.	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 issuance of new policies, policy maintenance and settlement costs are charged to current operations when incurred.

e.	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.

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 its 1999 federal income tax return on a consolidated basis with its parent, MassMutual and MassMutual’s other eligible life insurance affiliates and non-life affiliates. MassMutual and its eligible life insurance affiliates and its non-life affiliates are subject to a written tax allocation agreement, which allocates the group’s tax liability for payment purposes. Generally, the agreement provides that group members shall be compensated for the use of their losses and credits by other group members.

The Internal Revenue Service has completed examining MassMutual’s consolidated income tax returns through the year 1994 and is currently examining MassMutual’s consolidated income tax returns for the years 1995 through 1997. The Company believes any adjustments resulting from such examinations will not materially affect its financial position.

Federal tax payments were $14.5 million in 1999, $20.2 million in 1998 and $10.9 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, $11.4 million of shareholder’s equity is available for distribution to the shareholder in 2000 without prior regulatory approval.

During 1999 and 1998, MassMutual contributed additional paid-in capital of $25.0 million and $50.0 million, respectively, to the Company.

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

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		$15.5		$  –		$ 0.1		$15.4
Mortgage-backed securities		4.1		–		0.1		4.0
Corporate debt securities		11.9		0.1		0.3		11.7
Utilities		0.5		–		–		0.5
TOTAL		$32.0		$ 0.1		$  0.5		$31.6
		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		$  5.6		$  0.1		$  –		$  5.7
Mortgage-backed securities		4.6		0.1		–		4.7
Corporate debt securities		17.9		0.6		0.1		18.4
Utilities		0.5		–		–		0.5
TOTAL		$28.6		$  0.8		$  0.1		$29.3

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		$  4.8			$  4.8
Due after one year through five years		16.3			16.2
Due after five years through ten years		6.4			6.1
Due after ten years		–			–
		27.5			27.1
Mortgage-backed securities, including securities guaranteed by the U.S. government		4.5			4.5
TOTAL		$32.0			$31.6

Proceeds from sales of investments in bonds were $18.0 million during 1999, $17.4 million during 1998 and $20.4 million during 1997. Gross capital gains of $0.1 million in 1999, 1998 and 1997 and gross capital losses of $0.4 million in 1999 and $0.1 million in 1998 and 1997 were realized on those sales, portions of which were deferred into the IMR.

5.	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		$32.0			$31.6			$28.6			$29.3
	Policy loans		35.0			35.0			24.1			24.1
	Cash & short-term investments		38.9			38.9			17.2			17.2

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

Bonds: The estimated fair value of bonds 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.

Policy loans, cash and short-term investment: Fair values for these instruments approximate the carrying amounts reported in the statutory statements of financial position.

6.	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 $25.9 million, $47.8 million and $26.8 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 has reinsurance agreements with MassMutual in which MassMutual assumes specific plans of insurance on a yearly renewal term basis. Premium income and policyholders’ benefits and payments are stated net of reinsurance. Premium income of $7.5 million, $5.7 million and $4.8 million was ceded to MassMutual in 1999, 1998 and 1997, respectively. Policyholder benefits of $5.1 million, $2.2 million and $5.5 million were ceded to MassMutual in 1999, 1998 and 1997, respectively.

The Company 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 $22.1 million in 1999, $32.3 million in 1998, and $36.7 million in 1997 and it was not exceeded in any of the years. The Company paid premiums to MassMutual under the agreement of approximately $0.6 million, $0.9 million and $1.0 million in 1999, 1998 and 1997, respectively.

Approximately 55% of the Company’s premium revenue in 1999, was derived from two customers, and approximately 45% and 49% of the Company’s premium revenue in 1998 and 1997, respectively, was derived from three customers.

The Company is subject to insurance guaranty fund laws in the states in which it does business. These laws assess insurance companies amounts to be used to pay benefits to policyholders and claimants of insolvent insurance companies. Many states allow these assessments to be credited against future 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.

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 Internacional (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

(a) Financial Statements:

Financial Statements Included in Part A

Condensed Financial Information

Financial Statements Included in Part B

The 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 1996

Statutory Statements of Changes in Shareholder’s 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:

Exhibit 1				Copy of Resolution of the Executive Committee of the Board of Directors of MML Bay State Life Insurance Company establishing the Separate Account.(6)
Exhibit 2				None
Exhibit 3		(i)		Copy of Distribution Agreement between the Registrant and MML Distributors, LLC.(1)
		(ii)		Copy of Co-Underwriting Agreement between the Registrant and MML Investors Services, Inc.(1)
		(iii)		None
Exhibit 4				Form of Life Trust Variable Annuity Contract.(6)
Exhibit 5				Form of Application to be used with the Life Trust Variable Annuity Contract described in Exhibit 4 above.(6)
Exhibit 6		(i)		Copy of the Articles of Incorporation of MML Bay State Life Insurance Company.(5)
		(ii)		Copy of the By-Laws of MML Bay State Life Insurance Company.(5)
Exhibit 7				None
Exhibit 8				(a) Form of Participation Agreement between Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company, C.M. Life Insurance Company, Oppenheimer Funds, Inc. and Oppenheimer Variable Account Funds.(4)

				(b) Form of Participation Agreement between Massachusetts Mutual Life Insurance Company, MML Bay State Life Insurance Company, C.M. Life Insurance Company, Oppenheimer Funds, Inc. and Panorama Series Fund, Inc.(4)
Exhibit 9				Opinion of and Consent of Counsel.(9)
Exhibit 10		(i)		Consent of Independent Auditors’, Deloitte & Touche LLP(9)
		(ii)		Powers of Attorney for Isadore Jermyn(7)
		(iii)		Powers of Attorney for Edward M. Kline, John Miller, Jr., James E. Miller(2)
		(iv)		Powers of Attorney for John V. Murphy, Efrem Marder, Lawrence V. Burkett, Jr., and Robert J. O’Connell(8)
Exhibit 11				None
Exhibit 12				None
Exhibit 13				Schedule of Computation of Performance(3)
Exhibit 14				None

(1)	Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 33-79620, filed on Form N-4 with the Securities and Exchange Commission and effective May 1, 1996.

(2)	Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement No. 33-79750, filed on Form S-2 with the Securities and Exchange Commission on March 26, 1999.

(3)	Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement No. 33-76920 on Form N-4 , filed with the Securities and Exchange Commission and effective May 1, 1997.

(4)	Incorporated by reference to Registration Statement (File No. 333-2257), filed with the Securities and Exchange Commission on February 28, 1997.

(5)	Incorporated by reference to Post Effective Amendment No. 10 to Registration Statement (File No. 33-19605), filed with the Securities and Exchange Commission and effective May 1, 1998.

(6)	Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement No. 33-76920 filed and effective May 1, 1998.

(7)	Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement No. 33-79750.

(8)	Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement No. 33-79570.

(9)	Filed herewith.

Name, Position, Business Address   Lawrence V. Burkett, Jr., Director 1295 State Street Springfield, MA 01111   Isadore Jermyn, Director and Senior Vice President and Actuary 1295 State Street Springfield, MA 01111

Principal Occupation(s) During Past Five Years   MML Bay State Director (since 1996) President and Chief Executive Officer (1996-1999) MassMutual Executive Vice President and General Counsel (since 1993)   MML Bay State Director (since 1990) and 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   James E. Miller, Director and Executive Vice President-Life Operations 1295 State Street Springfield, MA 01111   John V. Murphy, Director, President and Chief Executive Officer 1295 State Street Springfield, MA 01111

MML Bay State 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)   MML Bay State 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)   MML Bay State Director, President and Chief Executive Officer (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)

Name, Position, Business Address   Robert J. O’Connell, Director 1295 State Street Springfield, MA 01111

Principal Occupation(s) During Past Five Years   MML Bay State 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)

Stuart H. Reese, Executive Vice President-Investments 1295 State Street Springfield, MA 01111

MML Bay State Executive Vice President-Investments (since 1999) Director (1994-1999) 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   Ann F. Lomeli, Senior Vice President and Secretary 1295 State Street Springfield, MA 01111

MML Bay State Vice President (since 1999) and Treasurer (since 1997) MassMutual Vice President (since 1989) and Treasurer (since 1997)   MML Bay State Senior Vice President (since 1999) and Secretary (since 1998) Vice President (1997-1999) 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)

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

OFFICER		BUSINESS ADDRESS
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
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

OFFICER		BUSINESS ADDRESS
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

MML BAY STATE VARIABLE ANNUITY SEPARATE ACCOUNT 1

MML BAY STATE LIFE INSURANCE COMPANY

(Depositor)

By:

/s/    JOHN V. MURPHY

John V. Murphy,

Director, President and Chief Executive Officer

MML Bay State Life Insurance Company

/s/    RICHARD M. HOWE

*Richard M. Howe

On April 22, 2000, as Attorney-in-Fact pursuant to power of attorney.

Signature		Title		Date
/s/    JOHN V. MURPHY *                                                                                                                    John V. Murphy		Director, 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/    LAWRENCE V. BURKETT , JR .*                                                                                                                    Lawrence V. Burkett, Jr.		Director		April 22, 2000

Signature		Title		Date
/s/    EFREM MARDER *                                                                                                                    Efrem Marder		Director		April 22, 2000
/s/    ISADORE JERMYN *                                                                                                                    Isadore Jermyn		Director		April 22, 2000
/s/    JAMES E. MILLER *                                                                                                                    James E. Miller		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.		April 22, 2000

/s/    James M. Rodolakis

James M. Rodolakis

Counsel

Exhibit 9		Opinion of and Consent of Counsel.
Exhibit 10(i)		Consent of Independent Auditors’, Deloitte & Touche LLP.