MASSACHUSETTS MUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT 3
497, 1999-07-09
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The information below supplements Massachusetts Mutual Life Insurance Company's
LifeTrust prospectus dated May 1, 1999. Please place this supplement with your
prospectus and retain it for future reference.
- ------------------------------------------------------------------------------
                                    LIFETRUST
                          Supplement dated July 9, 1999
                       To the prospectus dated May 1, 1999

The LifeTrust prospectus is changed as follows:

1.   The name of the Oppenheimer Growth Division shown in the Examples on pages
     7 and 8 is changed to Oppenheimer Capital Appreciation Division. The
     footnote identified by two asterisks (**) on page 8 is changed to read as
     follows:

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


2.   The name of the Oppenheimer Growth Division shown in Appendix A on pages
     A-1 and A-2 is changed to Oppenheimer Capital Appreciation Division. The
     footnote identified by five asterisks (*****) on pages A-1 and A-2 is
     changed to read as follows:

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


3.   The name of the Oppenheimer Growth & Income Division shown in the Examples
     on pages 7 and 8 is changed to Oppenheimer Main Street Growth & Income
     Division. The footnote identified by three asterisks (***) on page 8 is
     changed to read as follows:

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


4.   The name of the Oppenheimer Growth & Income Division shown in Appendix A on
     pages A-1 and A-2 is changed to Oppenheimer Main Street Growth & Income.
     The footnote identified by two asterisks (**) on pages A-1 and A-2 is
     changed to read as follows:

     ** Public offering commenced on July 3, 1995. Prior to June 30, 1999, this
     Division was called the Oppenheimer Growth & Income Division.


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