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May 4, 1998

Mr. Jonathan G. Katz, Secretary

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: File No. S7-5-98; Proposed Amendment to Rule 701 (17 CFR section 230.701)

Dear Mr. Katz:

This letter is submitted by Massachusetts Mutual Life Insurance Company ("MassMutual") in response to the request for comments contained in the preamble to the proposed amendment to Rule 701 (17 CFR section 230.701, "Exempt Offerings Pursuant to Compensatory Arrangements"), as published by the Securities and Exchange Commission (the "Commission") in the Federal Register on March 5, 1998 (63 FR 10785). We thank you for the opportunity to comment on the proposed amendments to Rule 701.

MassMutual has been providing life insurance and asset accumulation services for over 145 years. Currently, MassMutual and its subsidiaries, including OppenheimerFunds, Inc. and affiliates which manage over 80 mutual funds, and David L. Babson & Co., Inc., an institutional money manager, manage over $150 billion in assets. MassMutual maintains superior financial ratings from the insurance industry’s leading independent, analytical rating services. MassMutual currently maintains the highest financial ratings from Standard & Poors, A.M. Best and Duff & Phelps and the second highest financial rating from Moody’s Investors Services.

Since 1946, MassMutual’s Retirement Services line of business has been providing investment management and plan related services to retirement plans. Our full service defined contribution plan operation began in the early 1970’s, and we have been in the full service 401(k) market since 1982. MassMutual administers over 3,500 plans with more than 350,000 participants and within the 401(k) market, MassMutual administers over 3,000 plans with detailed account balance information for more than 260,000 participants.

MassMutual provides a wide range of pension services to all segments of the retirement plan market, including a full selection of investment funds and comprehensive participant communications. Investment education and retirement planning information for employees are available through written material, video tapes, computer software, and periodic group education sessions. Since retirement planning concepts and terminology may be complicated for some employees, MassMutual has designed materials to appeal to all levels of investment sophistication. We assist plan sponsors and participants by offering a variety of multimedia presentations which provide background on the importance of saving, an overview of general investment terminology, exposure to goal setting and investment decision making information, and instructions on how to develop a personal investment strategy.

MassMutual has recently begun marketing a nonqualified deferred compensation plan program. This program permits employers to establish a defined contribution top-hat plan [ The Employee Retirement Income Security Act of 1974, as amended ("ERISA") defines a top-hat plan as an unfunded employee pension benefit plan that is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. ERISA 201(2).] for senior and middle management personnel. Plan participants may make salary deferral contributions on a pre-tax basis and the plan sponsor may make matching and profit sharing contributions for the plan’s participants. At the plan sponsor’s direction, the trustee of a Rabbi Trust established by the plan sponsor will purchase mutual fund shares with amounts contributed to the plan. Plan participant’s accounts will be credited with a rate of return based on the performance of the mutual funds owned by the Rabbi Trust. These plans have become increasingly popular as restrictions imposed by the Internal Revenue Code have limited employers’ ability to provide deferred compensation benefits to certain management employees.

The Commission’s decision in 1994 to stop issuing no-action letters to employers sponsoring similar non-qualified deferred compensation plans has created significant uncertainty for potential plan sponsors. This is especially true for non-public companies where registration of interests in a non-qualified deferred compensation plan is not a practical alternative. The result of this uncertainty is that employers have restricted participation in nonqualified deferred compensation plans, thereby denying certain employees the opportunity to take advantage of tax deferred retirement savings programs.

MassMutual supports the broadest possible exemption and commends the Commission for the work it has completed on the proposed amendment to Rule 701 to date. We recognize that the Commission has sought to balance the interests of plan participants, who are entitled to the protections afforded by the Securities Act of 1933, with the interests of employers who seek to provide tax benefits and retirement security to their senior and middle management personnel through participation in deferred compensation plans without incurring the expenses associated with registering interests in the plans. We support the Commission’s decision to protect participants’ interests by means of increased disclosure rather than through the imposition of restrictive limitations on the amount of securities that may be offered.

The following comments have been organized to correspond to the subheadings used by the Commission in the preamble to the proposed amendment to Rule 701.

III.A. Proposed Amendments to Rule 701 - Exemptive Limits

The Commission has proposed: (1) eliminating the restriction in the dollar amount of securities that may be offered pursuant to Rule 701; (2) eliminating the $5 million aggregate price ceiling and relying on the three-part calculation of the amount of securities that may be sold in a twelve month period to set a more appropriate dollar limit; and (3) increasing the $500,000 limit on the amount of securities sold during a 12-month period to $1 million. MassMutual supports all three proposals because these changes reduce the likelihood that an employer will restrict eligibility to participate in a deferred compensation plan, increase access to the exemption for both small and large employers and, therefore, will result in more employees being able to participate in deferred compensation plans.

III.B. Proposed Amendments to Rule 701 - Disclosure to Persons Covered by Rule 701

Plan Document Delivery. Rule 701 requires that an issuer deliver both a copy of the compensatory benefit plan or the contract, and either a copy of a summary plan description required by ERISA or if the plan is not subject to ERISA, a summary of the material terms of the plan a reasonable period of time prior to the date of sale. It is MassMutual’s opinion that the requirement of automatic delivery of the plan document or contract is unnecessarily burdensome for employers and provides little or no benefit for investors given the issuer’s obligation to deliver a summary of the plan. This opinion is based on MassMutual’s experience in the qualified plan market where we provide plan participants with a summary plan description containing all relevant information written in a manner calculated to be understood by the average plan participant. The plan document is always made available upon request but participants seldom request copies because it is not drafted for a lay audience.

As part of MassMutual’s nonqualified deferred compensation plan program, MassMutual provides plan sponsors with a professionally written plain English summary description of the plan. Relying on our years of experience in the qualified plan market, we are able to provide a summary which is more concise and understandable than the plan document. Accordingly, MassMutual recommends that the requirement of automatic delivery of the plan document or contract be eliminated and that Rule 701 require instead that investors have the right to request a copy of the plan document or contract.

MassMutual would again like to thank the Commission for the opportunity to comment on the proposed amendments to Rule 701.

Very truly yours,

Massachusetts Mutual Life Insurance Company

By David B. Wick

Counsel