Registration No. 333-22557

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NUMBER 4 TO FORM S-6

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

A.	Exact name of Trust:	Massachusetts Mutual Variable Life Separate Account I
B.	Name of Depositor:	Massachusetts Mutual Life Insurance Company
C.	Complete address of Depositor's principal executive offices:	1295 State Street Springfield, MA 01111

It is proposed that this filing will become effective (check appropriate box)
	immediately upon filing pursuant to
	paragraph (b) of Rule 485.
X	on May 1, 2001 pursuant to paragraph (b) of
	Rule 485.
	60 days after filing pursuant to paragraph
	(a) of Rule 485
	on May 1, 2001 pursuant to paragraph (a) of
	Rule 485.
	this post effective amendment designates a new effective date for a
	previously filed post effective amendment.

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

Item No. of Form N-8B-2	Caption
1	Cover Page; Glossary; The Separate Account
2	Cover Page; The Separate Account
3	Investments of the Separate Account
4	Sales and Other Agreements
5	The Separate Account
6	The Separate Account
7	Not Applicable
8	Not Applicable
9	Legal Proceedings
10	Cover Page; Premiums; Death Benefit Under the Policy; Free Look Provision; Account Value; Policy Loan Privilege; The Separate Account; Charges Under the Policy; Sales and Other Agreements; When We Pay Proceeds; Payment Options; Our Rights; Your Voting Rights;
11	The Separate Account
12	The Separate Account; Sales and Other Agreements
13	The Separate Account; Charges Under the Policy
14	Premiums; The Separate Account; Sales and Other Agreements

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

Item No. of Form N-8B-2	Caption
15	Premiums;
16	Account Value;
17	The Separate Account; Account Value and Payment Options
18	The Separate Account
19	Records and Reports
20	Not Applicable
21	Policy Loan Privilege
22	Not Applicable
23	Bonding Arrangement
24	Limits on Our Right to Challenge the Policy; Suicide; Misstatement of Age or Sex; Assignment; Beneficiary; Our Rights; The Separate Account; Optional Benefits Obtainable by Rider
25	Cover Page
26	Not Applicable
27	Cover Page
28	Directors and Executive Officers of MassMutual
29	Cover Page
30	Not Applicable

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

Item No. of Form N-8B-2	Caption
31	Not Applicable
32	Not Applicable
33	Not Applicable
34	Not Applicable
35	Cover Page
36	Not Applicable
37	Not Applicable
38	Sales and Other Agreements
39	Sales and Other Agreements
40	Sales and Other Agreements
41	Sales and Other Agreements
42	Not Applicable
43	Sales and Other Agreements
44	The Separate Account; Investment Return; Charges for Federal Income Tax; Charges Under The Policy
45	Not Applicable
46	The Separate Account; Investment Return
47	The Separate Account
48	The Separate Account; Investment Return
49	Not Applicable

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

Item No. of Form N-8B-2	Caption
50	The Separate Account
51	Cover Page; Availability; Underwriting; Free Look Provision; Beneficiary; Reinstatement; Premiums
52	The Separate Account; Your Voting Rights; Our Rights
53	Federal Income Tax Considerations
54	Not Applicable
55	Not Applicable
56	Not Applicable
57	Not Applicable
58	Not Applicable
59	Financial Statements

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

Variable Rider to Group Flexible Premium Adjustable Life Insurance Certificate

This prospectus describes a variable rider issued in connection with certificates issued to individuals participating under a group flexible premium adjustable life insurance policy offered by Massachusetts Mutual Life Insurance Company (“MassMutual”). The group policy allows individual owners to elect certificates offering participation in MassMutual’s fixed account and to elect a rider to the certificate offering additional participation in a separate account of MassMutual. We refer to the certificates we issue to individuals who elect the variable rider as “policy” or “policies.” The policy provides lifetime insurance protection for as long as it remains in force.

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

MML Series Investment Fund MML Small Cap Value Equity Fund MML Equity Fund MML Equity Index Fund – Class II Shares MML Managed Bond Fund MML Growth Equity Fund* *Subject to State availability Panorama Series Fund, Inc. Panorama Growth Portfolio Panorama Total Return Portfolio Oppenheimer International Growth Fund/VA MFS® Variable Insurance Trust  ^SM MFS® New Discovery Series MFS® Emerging Growth Series MFS® Research Series Fidelity® Variable Insurance Products Fund II Fidelity® VIP II Contrafund® Portfolio – 
Service Class Oppenheimer Variable Account Funds Oppenheimer Global Securities Fund/VA Oppenheimer Main Street® Small Cap Fund/VA* Oppenheimer Aggressive Growth Fund/VA Oppenheimer Capital Appreciation Fund/VA Oppenheimer Main Street® Growth & Income Fund/VA Oppenheimer Multiple Strategies Fund/VA Oppenheimer High Income Fund/VA Oppenheimer Strategic Bond Fund/VA Oppenheimer Bond Fund/VA Oppenheimer Money Fund/VA *Prior to May 1, 2001, this fund was called the Oppenheimer Small Cap Growth Fund/VA T. Rowe Price Equity Series, Inc. T. Rowe Price New America Growth Portfolio T. Rowe Price Mid-Cap Growth Portfolio American Century Variable Portfolios, Inc. American Century VP Income & Growth Fund* American Century VP Value Fund* *Subject to State availability

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

MassMutual is a mutual life insurance company established in 1851 under the laws of Massachusetts. We are licensed to transact life, accident and health insurance business in all fifty states of the United States, the District of Columbia, Puerto Rico and certain provinces of Canada. As of December 31, 2000, MassMutual had consolidated statutory assets in excess of $73 billion and estimated total assets under management of $213.1 billion. The mailing address for the Home Office is Massachusetts Mutual Life Insurance Company, Springfield, Massachusetts 01111-0001. The telephone number is (413) 788-8411.

May 1, 2001

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

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

You should read and retain this prospectus.

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

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

Table Of Contents

	Page
PART I – General Provisions of the Policy	5
Availability	5
Underwriting	5
Charges Under the Policy	5
Deductions from Premiums	6
Sales Load	6
State Premium Tax Charge	6
Deferred Acquisition Cost (“DAC”) Tax Charge	6
Account Value Charges	6
Administrative Charge	7
Cost of Insurance Charge	7
Rider Charge	7
Separate Account Charges	7
Mortality and Expense Risk Charge	7
Charges for Federal Income Taxes	7
Fund Charges	7
Other Charges	8
Withdrawal Charges	8
Loan Interest Rate Expense Charge	8
Reduction of Charges	8
The Separate Account	8
Investments of the Separate Account	9
MML Series Investment Fund	10
Oppenheimer Variable Account Funds	10
Panorama Series Fund, Inc.	11
MFS® Variable Insurance Trust SM	11
T. Rowe Price Equity Series, Inc.	11
Fidelity® Variable Insurance Products Fund II	12
American Century Variable Portfolios, Inc.	12
Fund Monitoring	12
The Guaranteed Principal Account	12
Premiums	13
Minimum Initial Premium	13
Modal Term Premium	13
Minimum and Maximum Premium Payments	13
Net Premium Allocation	14
Termination	14
Grace Period	14
Death Benefit Under the Policy	14
Minimum Face Amount	14
Death Benefit Options	14
Changes in Selected Face Amount	15
Account Value	15
Investment Return	15
Cash Surrender Value	16
Transfers	16
Automated Account Value Transfer	16
Automated Account Re-Balancing	17
Withdrawals	17
Policy Loan Privilege	17
Source of Loan	18
If Loans Exceed the Policy Account Value	18

Interest	18
Repayment	18
Interest Credited on Loaned Value	18
Effect of Loan	18
PART II – Additional Provisions of the Policy	19
Paid-up Policy Date	19
Reinstatement	19
Payment Options	19
Fixed Amount Payment Option	19
Fixed Time Payment Option	19
Lifetime Payment Option	19
Interest Payment Option	19
Joint Lifetime Payment Option	19
Joint Lifetime Payment Option with Reduced Payments	20
Withdrawal Rights under Payment Options	20
Beneficiary	20
Changing the Policyowner or Beneficiary	20
Assignment	20
Dividends	20
Limits on Our Right to Challenge the Policy	20
Misstatement of Age	20
Suicide Exclusion	20
When We Pay Proceeds	20
Free Look Provision	21
Additional Benefits By Rider	21
Accelerated Benefits Rider	21
Accidental Death and Dismemberment Rider	21
Waiver of Monthly Charges Rider	22
PART III – Other Important Information	22
Federal Income Tax Considerations	22
Your Voting Rights	24
Our Rights	24
Records and Reports	25
Sales and Other Agreements	25
Commissions	25
Bonding Arrangement	26
Legal Proceedings	26
Experts	26
Financial Statements	26
Appendix A – Glossary	A-1
Appendix B – Rates of Return	B-1
Appendix C – Hypothetical Illustrations	C-1
Appendix D – Directors of Massachusetts Mutual Life Insurance Company	D-1
Appendix E – Modal Term Calculation	E-1
Appendix F – Financial Statements	F-1

Part I - General Provisions Of the Policy

This section of the prospectus describes the general provisions of the policy and is subject to the terms of the policy. You may review a copy of the policy upon request.

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

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

We refer to the certificates we issue to individuals who elect the variable rider as policy or policies.

We define the following terms in Appendix A:

Application, Case, Employee, Employer, Enrollment Form, Group Contract, Insured, Issue Date, Modal Term, Monthly Calculation Date, Monthly Deduction, Net Premium, Participation Agreement, Policy Anniversary, Policy Date, Policy Year, Policyowner, Valuation Date, Valuation Period and Valuation Time.

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

Availability.

Only certificate owners may elect the variable rider. The certificates are only available to individuals who are members of a group acceptable to MassMutual where the group sponsor such as an employer, association, sponsoring organization or trust executes a participation agreement requesting participation in a group contract We issue. We aggregate each individual in a group for purposes of determining:

· issue dates;

· policy dates;

· underwriting classification; and

· sales load percentages.

The group contract and the participation agreement specify the rights and privileges of the employer. The policy is evidence of coverage under the group contract and You may exercise all rights and privileges under the policy through the employer. After termination of the employment or other relationship or if the employer is no longer sponsoring the program, You may exercise all rights and privileges directly with Us.

In certain states, the policy is not available as a variable rider to a group flexible premium adjustable life insurance certificate. In these states, the policy is only available as a group flexible premium variable adjustable life insurance certificate issued under a group flexible premium variable adjustable life insurance policy. The policy will still provide You the opportunity to allocate account value to the separate account and in all material respects is identical to the variable rider to a group flexible premium adjustable life insurance certificate.

In connection with the offering and sale of the policy, We reserve the right to reject any purchase application.

Underwriting.

We do not require underwriting prior to the issuance of the variable rider. However, before We issue any certificate, We require satisfactory evidence of insurability. We do not require evidence of insurability under our guaranteed issue underwriting program.

Charges Under The Policy.

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

	Charges	Current Rate	Guaranteed Rate
Deductions from Premium	Sales Load Charge	0.75%-5% of each premium	The current rate as of the date of policy issue
	State Premium Tax Charge	2% to 5% of each premium, depending on Your state’s applicable rate	This charge will always equal the applicable state rate
	Deferred Acquisition Cost Tax Charge	0.25% of each premium	This charge will always represent the expense to MassMutual of the deferred acquisition cost tax
Account Value Charges	Administrative Charge	$5.25 per month ($63.00 annually)	$9.00 per month ($108.00 annually)
	Cost of Insurance Charge	A per thousand rate multiplied by the amount at risk each month. This charge varies by the insured’s age and group rating	The maximum monthly cost of insurance charge for each $1,000 of insurance is shown in the Table of Maximum Monthly Mortality Charges in Your policy
Separate Account Charges	Mortality and Expense Risks Charge	0.75% annually of each Separate Account Division’s assets	1.0% annually of each Separate Account Division’s assets
Fund Charges		SEE FUND CHARGE TABLE	SEE FUND CHARGE TABLE
Other Charges	Withdrawal Charge	2.0% of the withdrawn amount, but not greater than $25.00	2.0% of the withdrawn amount, but not greater than $25.00
	Loan Interest Crediting Rate Charge	0.75%	1.25%

Deductions from Premiums.

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

Sales Load.

We deduct a sales load from Your premium for the expenses related to the sales load and distribution of the policies. The sales load varies for each employer group depending on:

· group enrollment procedures selected by the employer;

· total group premium paid by the employer;

· the size of the employer group; and

· other factors.

All policies within an employer group will have the same sales load expressed as a percentage of premiums paid. The charge applies to premiums paid under the policy by either You or Your employer. Once the charge is set, it will never change for any of the policies issued to individuals under the same group.

The amount of the sales load in a policy year is not necessarily related to Our actual sales expenses for that particular year. To the extent that Our sales expenses are not covered by the sales load, they will be recovered from Our surplus, including any amounts derived from the mortality and expense risk charge or the cost of insurance charge.

State Premium Tax Charge.

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

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

Deferred Acquisition Cost (“DAC”) Tax Charge.

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

Account Value Charges.

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

1. An administrative charge;

2. A cost of insurance charge; and

3. Any rider charge (if applicable).

We deduct the monthly account value charges from the GPA on each monthly calculation date. If the value in the GPA is less than the account value charge, then We will deduct the deficiency from the Separate Account prorata according to Your value in the Separate Account Divisions.

1. Administrative Charge.

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

2. Cost of Insurance Charge.

(We refer to this charge as the “Mortality Charge” in Your policy.)

We deduct a cost of insurance charge on each monthly calculation date. This charge is based on the:

· Insured’s age; and

· Group rating;

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

3. Rider Charge.

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

Separate Account Charges.

Mortality and Expense Risk Charge.

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

We charge the Separate Account Divisions for the mortality and expense risks We assume. We deduct this charge from the value of each Division’s assets attributable to the policies.

The mortality risk We assume is that the group of lives insured under Our policies may, on average, live for shorter periods of time than We estimated. The expense risk We assume is that Our costs of issuing and administering policies may be more than We estimated.

If all the money We collect from this charge is not needed to cover death benefits and expenses, it will be Our gain. We will use this gain for any purpose, including payment of sales commissions. If the money We collect is insufficient, We will still provide for all death benefits and expenses.

Charges for Federal Income Taxes.

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

Fund Charges.

The value of the Separate Account Divisions’ assets will reflect investment management fees and other expenses of the Funds. The following table shows the Funds’ total fund operating expenses expressed as a percentage of average net assets for the year ended December 31, 2000:

Fund / Portfolio Name	Mgt. Fees		Other Expenses After Expense Reimburse- ments		12b-1 Fees		Total Fund Expenses After Expense Reimburse- ments
MML Small Cap Value Equity Fund	0.65	%	0.11	% (1)	-		0.76	%
MML Equity Fund	0.37	%	0.03	% (1)	-		0.40	%
MML Equity Index Fund – Class II Shares	0.10	%	0.19	% (2)	-		0.29	%
MML Managed Bond Fund	0.47	%	0.02	% (1)	-		0.49	%
MML Growth Equity Fund (6)	0.80	%	0.11	% (1)	-		0.91	%
Oppenheimer Global Securities Fund/VA	0.64	%	0.04	%	-		0.68	%
Oppenheimer Main Street® Small Cap Fund/VA*	0.75	%	0.60	%	-		1.35	% (7)
Oppenheimer Aggressive Growth Fund/VA	0.62	%	0.02	%	-		0.64	%
Oppenheimer Capital Appreciation Fund/VA	0.64	%	0.03	%	-		0.67	%
Oppenheimer Main Street® Growth & Income Fund/VA	0.70	%	0.03	%	-		0.73	%
Oppenheimer Multiple Strategies Fund/VA	0.72	%	0.04	%	-		0.76	%
Oppenheimer High Income Fund/VA	0.74	%	0.05	%	-		0.79	%
Oppenheimer Strategic Bond Fund/VA	0.74	%	0.05	%	-		0.79	%
Oppenheimer Bond Fund/VA	0.72	%	0.04	%	-		0.76	%
Oppenheimer Money Fund/VA	0.45	%	0.06	%	-		0.51	%
Oppenheimer International Growth Fund/VA	1.00	%	0.17	%	-		1.17	%
Panorama Growth Portfolio	0.57	%	0.02	%	-		0.59	%
Panorama Total Return Portfolio	0.58	%	0.03	%	-		0.61	%
MFS® New Discovery Series	0.90	%	0.15	% (3)	-		1.05	%
MFS® Emerging Growth Series	0.75	%	0.09	% (3)	-		0.84	%
MFS® Research Series	0.75	%	0.09	% (3)	-		0.84	%
T. Rowe Price New America Growth Portfolio (8)	0.85	%	0.00	%	-		0.85	%
T. Rowe Price Mid-Cap Growth Portfolio (8)	0.85	%	0.00	%	-		0.85	%
Fidelity VIP II Contrafund® Portfolio – Service Class	0.57	%	0.09	%	0.10	%	0.76	% (4)
American Century VP Income & Growth Fund (6)	0.70	%	0.00	%	-		0.70	%
American Century VP Value Fund (6)	1.00	%	0.00	%	-		1.00	%

* Prior to May 1, 2001, this fund was called the Oppenheimer Small Cap Growth Fund/VA.

(1) MassMutual has agreed to bear expenses of the MML Equity Fund, MML Managed Bond Fund, MML Small Cap Value Equity Fund and MML Growth Equity Fund, (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 the Funds through April 30, 2002. The expenses shown for the MML Small Cap Value Equity Fund and MML Growth Equity Fund include this reimbursement. If not included, the Other Expenses for these Funds in 2001 are estimated to be 0.15% for the MML Small Cap Value Equity Fund and 0.28%, for the MML Growth Equity Fund. We do not expect to reimburse any expenses of the MML Equity Fund and MML Managed Bond Fund in 2001.

(2) MassMutual agreed to bear expenses of the MML Equity Index Fund (other than the management and administrative fees, interest, taxes, brokerage commissions and extraordinary expenses) in excess of 0.19% for the Class II Shares of the average daily net asset values of the Fund through April 30, 2002. The expenses shown for the MML Equity Index Fund include this reimbursement or waiver. If not included, the Other Expenses for this Fund in 2000 would be 0.25% and the total fund expenses would be 0.35%.

(3) These series have an expense offset arrangement which reduces the series’ custodian fee based upon the amount of cash maintained by the series with its custodian and dividend disbursing agent. The series may enter into other such arrangements and directed brokerage arrangements, which would also have the effect of reducing the series’ expenses. The other expenses for the series take into account the expense reductions and are therefore lower than the actual expense of the series. Had these fee deductions not been taken into account, total operating expenses for the MFS Emerging Growth Series would be equal to 0.85%; MFS New Discovery Series would be equal to 1.09%; MFS Research Series would be equal to 0.85%.

(4) A portion of the brokerage commissions that the VIP II Contrafund Portfolio pay was used to reduce the other expenses of the Portfolio. In addition, this Portfolio has entered into arrangements with its custodian, whereby credits realized as a result of uninvested cash balances were used to reduce custodian expenses. Including these reductions, the other expenses for the Fidelity VIP II Contrafund Portfolio (Service Class) would have been 0.07%, decreasing the total fund expenses to 0.74%. Annual Fidelity Variable Insurance Products Funds Expenses (without reimbursement or expense reductions) for the period ended 12/31/00.

(6) Subject to State availability.

(7) The manager voluntarily agreed to bear certain expenses of this Fund. Without the absorption of such expenses, the Fund’s other expenses and total operating expenses would have been 1.09% and 1.84%, respectively.

(8) Management fees include the ordinary operating expenses of the Fund.

Other Charges.

Withdrawal Charges.

We deduct a charge from each withdrawal.

Loan Interest Rate Expense Charge.

We deduct a charge from the loan interest rate. This charge reimburses us for expenses We incur for administering Your loan.

Reduction of Charges.

We may reduce or eliminate certain charges (sales load, administrative charge, cost of insurance charge, or other charges), where the size or nature of the group results in savings in sales, underwriting, administrative or other costs, to Us. These charges may be reduced in certain group, sponsored arrangements or special exchange programs made available by Us. Eligibility for reduction in charges and the amount of any reduction is determined by a number of factors, including:

· the number of insureds;

· the total premium expected to be paid;

· total assets under management for the Policyowner;

· the nature of the relationship among individual insureds;

· the purpose for which the policies are being purchased;

· the expected persistency of individual policies; and

· any other circumstances which are rationally related to the expected reduction in expenses.

The extent and nature of reductions may change from time to time. The charge structure may vary. Variations are determined in a manner not unfairly discriminatory to Policyowners which reflects differences in costs of services.

The Separate Account.

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

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

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

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

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

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

Investments of the Separate Account.

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

Division	Fund
MML Small Cap Value Equity Division	MML Small Cap Value Equity Fund
MML Equity Division	MML Equity Fund
MML Equity Index Division	MML Equity Index Fund – Class II Shares
MML Managed Bond Division	MML Managed Bond Fund
MML Growth Equity Division*	MML Growth Equity Fund*
Oppenheimer Global Securities Division	Oppenheimer Global Securities Fund/VA
Oppenheimer Main Street Small Cap Division**	Oppenheimer Main Street Small Cap Fund/VA**
Oppenheimer Aggressive Growth Division	Oppenheimer Aggressive Growth Fund/VA

Division Fund

Oppenheimer Capital Appreciation Division	Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Main Street Growth & Income Division	Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer Multiple Strategies Division	Oppenheimer Multiple Strategies Fund/VA
Oppenheimer High Income Division	Oppenheimer High Income Fund/VA
Oppenheimer Strategic Bond Division	Oppenheimer Strategic Bond Fund/VA
Oppenheimer Bond Division	Oppenheimer Bond Fund/VA
Oppenheimer Money Division	Oppenheimer Money Fund/VA
Oppenheimer International Growth Division	Oppenheimer International Growth Fund/VA
Panorama Growth Division	Panorama Growth Portfolio
Panorama Total Return Division	Panorama Total Return Portfolio
MFS New Discovery Division	MFS New Discovery Series
MFS Emerging Growth Division	MFS Emerging Growth Series
MFS Research Division	MFS Research Series
T. Rowe Price New America Growth Division	T. Rowe Price New America Growth Portfolio
T. Rowe Price Mid-Cap Growth Division	T. Rowe Price Mid-Cap Growth Portfolio
Fidelity VIP II Contrafund Division	Fidelity VIP II Contrafund Portfolio – Service Class
American Century VP Income & Growth Division*	American Century VP Income & Growth Fund*
American Century VP Value Division*	American Century VP Value Fund*

* Subject to State availability.

** Prior to May 1, 2001, the Oppenheimer Main Street Small Cap Division was called the Oppenheimer Small Cap Growth Division and the Oppenheimer Main Street Small Cap Growth Fund/VA was called the Oppenheimer Small Cap Growth Fund/VA.

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

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

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

MML Series Investment Fund (“MML Trust”)

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

MassMutual acts as investment manager to each of the MML Funds.

MML Small Cap Value Equity Fund

Sub-adviser: David L. Babson & Company, Inc.

The MML Small Cap Value Equity Fund seeks to achieve long-term growth of capital and income by investing primarily in a diversified portfolio of equity securities of smaller companies.

MML Equity Fund

Sub-adviser: David L. Babson & Company, Inc.

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

MML Equity Index Fund – Class II Shares

Sub-adviser: Deutsche Asset Management, Inc.

The MML Equity Index Fund seeks to provide investment results that correspond to the price and yield performance of publicly traded common stocks in the aggregate as represented by the S&P 500 Index®.

The S&P 500 Index® is the Standard and Poor’s Composite Index of 500 stocks, an unmanaged index of common stock prices. The index does not reflect any fees or expenses. Standard & Poor’s is a division of The McGraw-Hill Companies, Inc. The S&P 500 Index is a registered trademark of The McGraw-Hill Companies, Inc. and has been licensed for use by the Fund. The Fund is not sponsored, endorsed, sold, or promoted by Standard & Poor’s or The McGraw-Hill Companies, Inc.

MML Managed Bond Fund

Sub-adviser: David L. Babson & Company, Inc.

The MML Managed Bond Fund seeks to achieve as high a total rate of return on an annual basis as is considered consistent with the preservation of capital by investing primarily in investment grade debt securities.

MML Growth Equity Fund *

Sub-adviser: Massachusetts Financial Services Company

The MML Growth Equity Fund seeks long-term growth of capital and future income by investing primarily in equity securities of companies with long-term growth potential.

* Subject to State availability

Oppenheimer Variable Account Funds (“Oppenheimer Funds”)

The Oppenheimer Funds is an open-end investment company. The Oppenheimer Funds are advised by Oppenheimer Funds, Inc. (“OFI”). OFI is owned by Oppenheimer Acquisition Corporation, a holding company that is owned in part by senior officers of OFI and ultimately controlled by Mass Mutual. The address of OFI is Two World Trade Center, 34th Floor, New York, NY 10048-0203.

Oppenheimer Global Securities Fund/VA

The Oppenheimer Global Securities Fund/VA seeks long-term capital appreciation. It invests a substantial portion of its assets in securities of foreign issuers, “growth-type” companies, cyclical industries and special situations considered to have appreciation possibilities. It invests mainly in common stocks of U.S. and foreign issuers.

Oppenheimer Main Street Small Cap Fund/VA*

The Oppenheimer Main Street Small Cap Fund/VA seeks capital appreciation by investing mainly in common stocks of small-cap companies (market capitalization of up to $2.5 billion) believed to have favorable growth prospects.

*Prior to May 1, 2001, this fund was called the Oppenheimer Small Cap Growth Fund/VA.

Oppenheimer Aggressive Growth Fund/VA

The Oppenheimer Aggressive Growth Fund/VA seeks capital appreciation by investing in companies believed to have significant growth potential.

Oppenheimer Capital Appreciation Fund/VA

The Oppenheimer Capital Appreciation Fund/VA seeks capital appreciation by investing mainly in equity securities of well-known, established companies.

Oppenheimer Main Street Growth & Income Fund/VA

The Oppenheimer Main Street Growth & Income Fund/VA seeks high total return (which includes share-value growth and current income) from equity and debt securities. It invests mainly in common stocks of U.S. companies.

Oppenheimer Multiple Strategies Fund/VA

The Oppenheimer Multiple Strategies Fund/VA seeks a total investment return, which includes current income and share-value growth. It allocates its investments among common stocks, debt securities, and money market instruments.

Oppenheimer High Income Fund/VA

The Oppenheimer High Income Fund/VA seeks a high level of current income. It invests mainly in lower rated, high yield, fixed-income securities, commonly known as “junk bonds.” They are subject to a greater risk of loss of principal and non-payment of interest than are higher-rated securities.

Oppenheimer Strategic Bond Fund/VA

The Oppenheimer Strategic Bond Fund/VA seeks a high level of current income principally derived from interest on debt securities. It invests in three market sectors: debt securities of foreign governments and companies; U.S. government securities; and lower-rated high-yield securities of U.S. and foreign companies.

Oppenheimer Bond Fund/VA

The Oppenheimer Bond Fund/VA seeks, primarily, high current income, and secondarily, capital growth.

It invests mainly in investment-grade debt securities.

Oppenheimer Money Fund/VA

The Oppenheimer Money Fund/VA seeks maximum current income from investments in money market securities consistent with low capital risk and maintenance of liquidity.

Panorama Series Fund, Inc.

Panorama Fund is an open-end investment company. OFI is the investment adviser to the Panorama Fund.

Oppenheimer International Growth Fund/VA

The Oppenheimer International Growth Fund/VA seeks long-term growth of capital by investing mainly in common stocks of foreign “growth-type” companies listed on foreign stock exchanges.

Panorama Growth Portfolio

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

Panorama Total Return Portfolio

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

MFS® Variable Insurance Trust ^SM

The MFS Trust is an open-end, management investment company.

Massachusetts Financial Services Company (“MFS”) is the investment adviser to the MFS Trust. MFS is a Delaware corporation and is located at 500 Boylston Street, Boston, MA 02116.

MFS New Discovery Series

The MFS New Discovery Series seeks capital appreciation. It normally invests at least 65% of its total assets in equity securities of smaller emerging- growth companies.

MFS Emerging Growth Series

The MFS Emerging Growth Series seeks long-term growth of capital. It normally invests at least 65% of its assets on common stocks and related securities of emerging-growth companies of all sizes.

MFS Research Series

The MFS Research Series seeks long-term growth of capital and future income. It normally invests at least 80% of its assets in common stocks and related securities of companies believed to have favorable prospects for long-term growth.

T. Rowe Price Equity Series, Inc.

T. Rowe Price Equity Series, Inc., is a diversified, open-end, investment company.

T. Rowe Price Associates, Inc. (“T. Rowe Price”), was founded in 1937 and is the investment adviser to the T. Rowe Price Equity Series Inc. T. Rowe Price has its principal business address at 100 East Pratt Street, Baltimore, Md 21202.

T. Rowe Price Mid-Cap Growth Portfolio

The T. Rowe Price Mid-Cap Growth Portfolio seeks long-term capital appreciation. It invests stocks of mid-cap companies with potential for above-average earnings growth. T. Rowe Price defines mid-cap companies as those with market capitalizations within the range of companies in the S&P 400 Mid-Cap Index.

T. Rowe Price New America Growth Portfolio

The T. Rowe Price New America Growth Portfolio seeks long-term growth of capital by investing mainly in common stocks of U.S. companies operating in sectors believed to be the fastest growing in the U.S.

Fidelity Variable Insurance Products (“VIP”) Fund II

The Fidelity VIP Fund II is an open-end management investment company.

Fidelity Management of Research Company (“FMR”) is the investment adviser to the Fidelity VIP Fund II.

Beginning January 1, 2001, FMR Co., Inc. (“FMRC”), serves as sub-adviser for the fund. FMRC is primarily responsible for choosing investments for the fund. FMRC is a wholly owned subsidiary of FMR.

Fidelity VIP II Contrafund Portfolio – Service Class

The Fidelity VIP II Contrafund Portfolio (Service Class) seeks long-term capital appreciation. It invests primarily in stocks of domestic and foreign companies whose value FMR believes is not fully recognized by the public.

American Century Variable Portfolios, Inc. (“American Century VP”)

American Century VP is a diversified, open-end, management investment company.

American Century Investment Management, Inc. (“American Century”), is the investment manager of American Century VP. American Century’s address is American Century Tower, 4500 Main Street, Kansas City, Missouri 64111.

American Century VP Income & Growth Fund*

American Century VP Income & Growth Fund seeks growth of capital by investing in common stocks. Income is a secondary objective. The fund pursues a total return and dividend yield that exceed those of the S&P 500 by investing in stocks of companies with strong expected return.

*Subject to state availability.

American Century VP Value Fund*

American Century VP Value Fund seeks long-term capital growth by investing primarily in common stocks of companies believed to be undervalued at the time of purchase. Income is a secondary objective.

*Subject to state availability.

Fund Monitoring.

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

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

The Guaranteed Principal Account (GPA).

In addition to the Separate Account, You may allocate net premium or transfer account value to the GPA. Amounts You allocate or transfer to the GPA become part of MassMutual’s general account assets. You do not share in the investment experience of those assets. Rather, We guarantee a 3% rate of return on Your allocated amount. For amounts transferred to the GPA due to a policy loan, the guaranteed rate is the greater of: (a) 3%; and (b) the policy loan rate less a charge we declare. This charge is currently 0.75% and will not exceed 1.25%.

Although We are not obligated to credit interest at a rate higher than this minimum, We will credit and guarantee a secondary interest rate, which may be higher but will never be lower than the minimum, for the calendar year 2001. We may also pay a rate of interest in excess of that secondary guarantee for such periods. At Your request, We will inform you of the then applicable rate or rates.

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

Premiums.

There are two premium concepts under the policy:

1. Minimum Initial Premium.

2. Modal Term Premium.

1. Minimum Initial Premium.

You must pay the minimum initial premium and submit the application and all other required forms in good order to Our Home Office before We will issue Your variable rider. The minimum initial premium is $500 and it must be paid either in one lump sum or via payroll deduction throughout the first Policy Year.

There is no $500 minimum initial premium payment requirement to activate the variable rider in the states where We issue the policy as a group flexible premium variable adjustable life insurance certificate instead of as a variable rider to a group flexible premium adjustable life insurance certificate.

2. Modal Term Premium.

Your employer pays the estimated premium amount that is necessary to cover the premium deductions and monthly deductions We assess under the policy during a period of time selected by Your employer. We call the estimated premium amount a modal term premium. The period of time selected by Your employer can be one month, one quarter, a six month period or one year. We call this period of time the modal term.

We base the modal term premium for a policy upon:

· cost of insurance rates;

· the sales load;

· the state premium tax charge;

· the deferred acquisition cost tax charge;

· the administrative charge; and

· any applicable rider charges.

The modal term premium for Your policy may be subject to minimum and maximum amounts depending on:

· the selected face amount of Your policy;

· the insured’s age; and

· the employer group.

Please refer to Appendix E for the calculation of a hypothetical modal term premium.

The modal term selected by the employer in the participation agreement forms the basis for the billing cycle for your policy. If the employer selects a monthly modal term, then We will send Your employer a monthly premium invoice for your policy. If the employer selects a yearly modal term, then We will send Your employer an annual premium invoice. The employer may change the selected modal term at any time by written request to Us. Your modal term is specified in Your policy’s schedule page.

If You become disassociated with the employer or if Your employer no longer sponsors the program, You may elect to continue the policy on Your own. If You choose to continue the policy, You will become vested in all policy rights previously held by Your employer, including the right to change the modal term to any mode but monthly. In this event, We will discontinue billing for Your modal term premium.

There is no penalty if the employer does not pay the modal term premium. Payment of this amount does not guarantee coverage for any period of time. Even if the employer pays modal term premiums, the policy terminates if the account value becomes insufficient to pay account value charges and the grace period expires without sufficient payment.

Minimum and Maximum Premium Payments.

While Your policy is in force, You may pay premiums at any time before the death of the insured subject to certain restrictions. There are no minimum or maximum premium payments under the policy.

We have the right to refund a premium paid in any year if it will increase the net amount at risk under the policy. Premium payments should be sent to Our Home Office or to the address indicated for payment on the premium reminder notice.

Net Premium Allocation.

You choose the percentages of Your net premiums to be allocated to the Separate Account Divisions and/or the GPA. You may choose any whole-number percentages as long as the total is 100%. You may allocate net premium payments to a maximum of eight Separate Account Divisions and the GPA at any time. You may also change Your allocation of future net premiums at any time without charge by written request or by any other means acceptable to Us including, but not limited to, requests by telephone, facsimile, electronic mail or the Internet. To allocate net premiums or to transfer account value to a ninth Separate Account Division, You must transfer 100% of the account value from one or more of Your eight selected Separate Account Divisions.

During Your free look period, we will apply Your first net premium to the GPA, provided the premium equals or exceeds the minimum net first policy premium. At the end of the free look period, We will apply Your account value to the GPA and/or Separate Account Divisions according to Your instructions and subject to Our current allocation rules.

Termination.

We will not terminate Your policy for failure to pay premiums. Instead, We will terminate Your policy if on a monthly calculation date the account value less any policy debt is insufficient to cover the total monthly deduction. Your policy will then enter a 61-day grace period.

Grace Period.

We allow You 61 days to pay any premium necessary to cover an overdue monthly deduction. You will receive a notice from Us which states the overdue amount and premium due. During the 61-day grace period, the policy remains in force. Your policy will terminate without value if We do not receive the premium due by the later of 61 days or 30 days after We have mailed the written notice.

Death Benefit Under the Policy.

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

Minimum Face Amount.

To qualify as life insurance under federal tax laws currently in effect, the policy has a minimum face amount. We determine the minimum face amount by multiplying the account value by the minimum face amount percentage. The percentages depend upon the insured’s age.

Death Benefit Options.

In the application or enrollment form, You choose a selected face amount and death benefit option. We offer two death benefit options:

1. Death Benefit Option A:

the death benefit is the greater of the selected face amount in effect on the date of death or the minimum face amount in effect on the date of death.

2. Death Benefit Option B:

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

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

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

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

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

If the insured dies after the first policy year, We will also include a pro-rata share of any dividend allocated to the policy for the year death occurs.

Under death benefit option A, the death benefit amount is unaffected by Your policy’s investment experience unless the death benefit is based on the minimum face amount. Under death benefit option B, the death benefit amount may increase or decrease by investment experience.

We pay interest on the death benefit from the date of death to the date the death benefit is paid or a payment option becomes effective. The interest rate equals the rate determined under the interest payment option.

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

	Policy A	Policy B
(a) Selected face amount:	$100,000	$100,000
(b) Account value on     date of death	$30,000	$50,000
(c) Minimum face     amount percentage     on date of death:	280%	280%
(e) Minimum face     amount     (b x c):	$84,000	$140,000
Death benefit if     death benefit option A     is in effect     [greater of (a) or (d)]:	$100,000	$140,000
Death benefit if     death benefit option B     is in effect     [greater of (a + b) or (d)]:	$130,000	$150,000

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

You may change Your death benefit option by written request and subject to Our guidelines regarding proof of insurability. There is no charge for a change in death benefit option. The effective date of the change will be Your first policy anniversary on, or next following, the later of:

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

· the requested effective date of the change.

Changes In Selected Face Amount.

You may increase the selected face amount by sending Us a new enrollment form, or by sending Us an application if You are no longer associated with your employer. We may request adequate evidence of insurability for an increase. We will not allow an increase in the selected face amount after the policy anniversary date following the insured’s 75 ^th birthday. Additionally, any increase in the selected face amount will be effective on the monthly calculation date which is on, or next follows, the later of:

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

· the requested effective date of the change.

Any increase for policyowners no longer associated with the employer must be at least $5,000.

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

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

· the one year period following the effective date of Your previously requested decrease; or

· the requested effective date of the change.

Account Value.

The account value of Your policy is the value in the Separate Account Divisions plus the value in the GPA. Initially, this value equals the net amount of the first premium You and Your employer paid under the policy. We apply this amount to the GPA until the expiration of the free look period. The account value is then allocated among the Separate Account Divisions and/or the GPA according to Your instructions, subject to applicable restrictions. We always apply billed modal term premiums payable by the employer to the GPA.

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

Investment Return.

The investment return of a policy is based on:

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

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

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

The investment experience of a Separate Account Division reflects:

· increases or decreases in the net asset value of the shares of the underlying fund;

· any dividend or capital gains distributions declared by the fund; and

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

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

Cash Surrender Value.

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

· Account value; less

· Any outstanding policy debt.

There is no surrender charge.

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

Transfers.

You may transfer all or part of the account value among the policy’s Separate Account Divisions and the GPA by written request or by any other means acceptable to Us including, but not limited to, requests by telephone, facsimile, electronic mail or the Internet. In Your transfer request, You must indicate the dollar amount or the whole-number percentage You wish to transfer. There is no limit on the number of transfers You may make from the Separate Account Divisions.

You may maintain account value in a maximum of eight Separate Account Divisions and the GPA at any one time. If You want to transfer net premium or transfer account value to a ninth Division, You must transfer 100% of the account value from one or more of the eight active Separate Account Divisions.

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

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

We currently do not charge a fee for transfers. We, however, reserve the right to charge a fee for transfers if there are more than twelve transfers in a policy year.

This fee will not exceed $10 per transfer.

You may only transfer account value from the GPA to the Separate Account once per policy year. This transfer may not exceed the lesser of:

· 25% of Your account value in the GPA at the time of Your transfer, or

· Your account value in the GPA less an amount equal to one plus the number of monthly calculation dates remaining in your modal term multiplied by your most recent monthly deduction.

For purposes of this transfer restriction, Your account value in the GPA does not include policy debt. However, You may transfer 100% of Your account value in the GPA to the Separate Account if:

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

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

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

Automated Account Value Transfer.

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

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

Transfers will occur automatically. However, You must specify:

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

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

· the length of time during which transfers will continue.

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

Automated Account Re-Balancing.

Automated account re-balancing permits You to maintain a specified whole-number percentage of Your account value in any combination of the Separate Account Divisions and the GPA. We must receive a fully completed written request in order to begin Your automated account re-balancing program. Then, We will make transfers on a quarterly basis to and from the Separate Account Divisions and the GPA to re-adjust Your account value to Your specified percentage. The minimum amount We will transfer under this provision is $5.00.

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

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

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

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

Withdrawals.

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

· Minimum withdrawal amount: $500 (before deducting the withdrawal charge).

· Maximum withdrawal amount: cash surrender value less an amount equal to one plus the number of monthly calculation dates remaining in your modal term multiplied by your most recent monthly deduction.

We deduct the withdrawal amount from Your account value as of the valuation time on the applicable monthly calculation date. You must specify the GPA or the Separate Account Division(s) from which the withdrawal is to be made. If You do not specify otherwise, We will withdraw the amount in proportion from Your values in the Separate Account Divisions and the GPA in excess of one plus the number of monthly calculation dates remaining in your modal term multiplied by your most recent monthly deduction, and subject to restrictions on amounts in the GPA. The withdrawal amount may not exceed the non-loaned account value of a Separate Account Division or GPA. A withdrawal from the GPA may not exceed an amount equal to one plus the number of monthly calculation dates remaining in Your modal term multiplied by Your most recent monthly deduction.

We deduct a charge of 2.0% of the amount You withdraw. This charge will not exceed $25.00.

We will reduce Your account value by the amount of the withdrawal. If necessary, We will reduce Your policy’s selected face amount to prevent an increase in the amount at risk, unless You provide Us with satisfactory evidence of insurability. Withdrawals may have tax consequences.

Policy Loan Privilege.

The policy loan privilege becomes effective 6 months after the policy date. You can take a loan on Your policy at any time while the insured is living. The maximum loan is:

· 90% of your account value at the time of the loan; less

· any outstanding policy debt before the new loan; less

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

· an amount equal to one plus the number of monthly calculation dates remaining in your modal term multiplied by your most recent monthly deduction.

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

Source of Loan.

We deduct Your requested loan amount from the Separate Account Divisions and the GPA in proportion to the non-loaned account value of each on the date of the loan request. However, an amount equal to one plus the number of monthly calculation dates remaining in Your modal term multiplied by your most recent monthly deduction must remain in the GPA. We liquidate shares taken from the Separate Account Divisions and transfer the resulting dollar amounts to the GPA. These dollar amounts become part of the loaned portion of the GPA. You may not borrow from the loaned portion of the GPA.

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

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

· trading is restricted, or

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

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

If Loans Exceed the Policy Account Value.

Policy debt is Your outstanding loan balance, including accrued interest. Policy debt must not exceed Your account value. If this limit is reached, We may terminate the policy. If We terminate Your policy for this reason, We will notify You, and any assignee shown on our records, in writing. This notice states the amount necessary to bring the policy debt back within the limit. If We do not receive a payment within 30 days after the date We mailed the notice, the policy terminates without value at the end of those 30 days. Termination of a policy under these circumstances could cause You to recognize gross income.

Interest.

Your employer elects a loan interest rate of 6% per year or, where permitted, an adjustable loan rate. All policies within a case must have the same fixed or adjustable loan rate. We set the adjustable loan rate each year that will apply for the next policy year. The maximum rate is based on the monthly average of the composite yield on seasoned corporate bonds as published by Moody’s Investors Service. If Moody’s is no longer published, We will use a substantially similar average. The maximum rate is the greater of:

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

· 5%.

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

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

Repayment.

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

Interest Credited on Loaned Value.

The amount equal to any outstanding policy loans is held in the GPA. This amount is credited with interest at a rate which is the greater of 3.0% or Your policy loan rate, less a MassMutual declared charge. This charge is currently .75%. We guarantee that this charge will not exceed 1.25%.

Effect of Loan.

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

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

Part II - Additional Provisions of the Policy.

Paid-up Policy Date.

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

Reinstatement.

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

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

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

· Evidence of insurability satisfactory to us; and

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

If We do reinstate the policy, Your policy’s selected face amount for the reinstated policy will be the same as if the policy had not terminated.

Payment Options.

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

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

A. Fixed Amount Payment Option. We make a monthly payment for an agreed fixed amount. The amount of each payment may not be less than $10 for each $1,000 applied. We credit interest of at least 3% per year each month on the unpaid balance and add the interest to this balance. Payments continue until the amount We hold runs out.

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

· the total amount applied;

· the period selected;

· and the interest rate We credit to the unpaid balance.

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

· Payments for life only;

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

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

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

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

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

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

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

Withdrawal Rights under Payment Options.

If provided in the payment option election, You may withdraw all or part of the unpaid balance or apply it under any other option. However, You may not withdraw payments which are based on a named person’s life.

Beneficiary.

A beneficiary is any person You name on Our records to receive insurance proceeds after the insured dies. You name the beneficiary in the policy application. There may be different classes of beneficiaries, such as primary and secondary. These classes set the order of payment. There may be more than one beneficiary in a class.

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

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

Changing the Policyowner or Beneficiary.

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

Assignment.

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

Dividends.

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

Limits on Our Right to Challenge the Policy.

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

Misstatement of Age.

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

Suicide Exclusion.

If the insured commits suicide whether sane or insane within two years from the issue date, We will pay a limited death benefit in one sum to the beneficiary. The limited death benefit is the amount of premiums paid for the policy, less any policy debt or amounts withdrawn.

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

When We Pay Proceeds.

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

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

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

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

We may delay payment of any cash surrender value or loan proceeds from the GPA for up to 6 months from the date the We receive the request at Our Home Office.

We can delay payment of the entire death benefit if payment is contested. We investigate all death claims arising within the two-year contestable period. When the investigation is complete, We generally determine within five days whether the claim should be paid and make payments promptly. If We delay payment for 10 working days or more from the effective date of surrender or withdrawal, We will add interest at the same rate as is paid under the interest payment option at that time. The minimum amount of such interest is $25.

Free Look Provision.

You may cancel the certificate within 10 days (or longer if required by state law) after You have received the certificate. Your election of the variable account rider does not increase or decrease the duration of this free look period. If You choose to cancel the certificate within the free look period, You should mail or deliver the certificate and certificate delivery receipt (if applicable) either to Us or to the agent who sold the certificate or to one of our agency offices. If the You cancel the certificate in this fashion, We will make a refund to You. The refund equals either:

· the account value plus any premium deduction(s) and monthly deduction(s) reduced by any amounts You borrowed or withdrew; or,

· where required by state law, all premiums paid, reduced by any amounts borrowed or withdrawn.

During the free look period, We will apply the initial net premium We receive under certificates to which a variable rider has been added to the GPA. If You elect the variable account rider after the free look period applicable to Your certificate has expired, We will apply the net premiums You pay among the GPA and the Divisions of the Separate Account in accordance with Your instructions.

Additional Benefits By Rider.

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

Accelerated Benefits Rider.

This rider permits part of the proceeds of the policy to be available before death if the Insured becomes terminally ill. We will require proof, satisfactory to Us, that the Insured is terminally ill and is not expected to live longer than 12 months prior to activation of the rider. In return for the advanced payment, We establish a lien against the policy, equal to the amount of the accelerated benefit. We do not charge interest against the lien. This rider is available under all policies and there is currently no charge for this rider.

Accidental Death and Dismemberment Rider.

With this rider We will pay a benefit equal to a percentage of the accidental death and dismemberment rider face amount specified in the following table if the Insured dies or becomes dismembered due to accidental causes prior to attaining age 65. The rider’s selected face amount will be the lesser of the policy’s selected face amount or $500,000. Your employer determines whether this rider becomes available under Your policy.

Loss of	Percent of Rider Face Amount Payable
Life	100
Both Limbs	100
Both Arms	100
Sight of Both Eyes	100
One Limb and Sight of One Eye	100
One Arm and Sight of One Eye	100
One Limb or One Arm	50
Vision of One Eye	50

Waiver of Monthly Charges Rider.

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

· the insured becomes totally disabled before the policy anniversary after the insured’s 65 ^th birthday; and

· such total disability continues for 6 months.

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

· The insured is no longer disabled; or

· You do not give us the required satisfactory proof of continued total disability; or

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

· The policy anniversary date after the insured’s 65 ^th birthday, or, if later, the date two years from the date the total disability began.

Part III – Other Important Information.

Federal Income Tax Considerations.

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

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

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

Policy Proceeds, Premiums and Loans.

We believe the policy meets the statutory definition of life insurance under Internal Revenue Code (“Code”) Section 7702 and thus receives the same tax treatment as that given to fixed benefit life insurance. As a result, the policy’s death benefit is generally excludable from the gross income of the beneficiary under Section 101(a)(1) of the Code. An exception to this general rule is where a policy has been transferred for value. In that case, the only portion of the death benefit that can be excluded from gross income is the amount equal to the consideration paid for the transfer of ownership plus any subsequent premiums paid by the new owner.

If you surrender Your Policy, all or a portion of the distribution may be taxable as income. Ordinary income is the amount by which:

· account value, including

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

· premiums paid but not previously recovered.

Therefore, if there is a loan on the policy when it is surrendered, the loan will reduce the cash actually paid to You but will not reduce the amount You must include in income as a result of the surrender.

Decreases in selected face amount and withdrawals may be taxable depending on the circumstances. Code Section 7702(f)(7) states that if a reduction of future benefits occurs during the first 15 years after a policy is issued and if there is a cash distribution associated with that reduction, You may be taxed on all or part of the amount distributed. After 15 years, such cash distributions are not subject to federal income tax, except to the extent they exceed the total amount of premiums paid but not previously recovered. Otherwise, a withdrawal is taxable only if it exceeds Your unrecovered premium contributions. We suggest that You consult Your tax adviser prior to decreasing Your selected face amount or taking a withdrawal.

If You change the policyowner or the insured or exchange or assign Your policy, tax consequences may occur. In addition, under current law, any policy loan will be treated as policy debt. Therefore, no part of any loan under a policy will constitute income to You unless the policy is a MEC. Please see below. Under the “personal” interest limitation provisions of the Code, interest on policy loans used for personal purposes, which otherwise meet the requirements of Code Section 264, is not tax deductible. Other rules may apply to allow all or part of the interest expense as a deduction if the loan proceeds are used for “trade or business” or “investment” purposes. We suggest You consult Your tax adviser for further guidance on the deductibility for tax purposes of the interest on policy loans.

If a business or corporation owns the policy, the Code may impose additional restrictions. The interest deduction available for loans against a business-owned policy is limited. A business could lose a portion of its deduction for interest paid on general debt, if it holds cash value life insurance on a person who was not an employee, officer, director or 20% owner of the business at the time the policy was issued. For those corporations subject to the alternative minimum tax, there may be an indirect tax upon the inside build-up of gain. The corporate alternative minimum tax could also apply to a portion of the amount by which death benefits received exceed the policy’s cash value at date of death.

Federal, state and local estate, inheritance, and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policyowner or beneficiary.

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

Investor Control.—There are a number of tax benefits associated with variable life insurance policies. Gains on the net investment experience of the Separate Account are deferred until withdrawn or otherwise accessed, and gains on transfers also are deferred. For these benefits to continue, the policy must continue to qualify as life insurance. In addition to other requirements, federal law dictates that the insurer, and not the Policy Owner, have control of the investments underlying the various divisions for the policy to qualify as life insurance.

You may make transfers among divisions of the Separate Account, but you may not direct the investments that each division makes. If the IRS were to conclude that you, as the investor, have control over these investments, then the policy would no longer qualify as life insurance, and you would be taxed on the gain in the policy as it is earned rather than when it is withdrawn or otherwise accessed.

The IRS has provided some guidance on investor control, but many issues remain unclear. One such issue is whether a Policy Owner can have too much investor control if the variable life policy offers a large number of investment divisions in which to invest account values. We do not know if the IRS will provide any further guidance on the issue. We do not know if any such guidance would apply retroactively to policies already in force.

Consequently, we reserve the right to further limit net premium allocations and transfers under the policy, so that it will not lose its qualification as life insurance due to investor control.

Modified Endowment Contracts.

If Your policy becomes a modified endowment contract, loans, collateral assignments, and other amounts distributed are taxable to the extent of any accumulated income in the policy. In general, the amount subject to tax is the excess of the account value (both loaned and unloaned) over the previously unrecovered premiums paid. Any death benefits We pay under a modified endowment contract, however, are not taxed any differently from death benefits payable under other life insurance contracts.

A policy is a modified endowment contract if it satisfies the definition of life insurance in the Code, but fails the additional “7-pay test.” A policy fails this test if the accumulated amount paid under the policy at any time during the first seven policy years exceeds the total premiums that would have been payable under a policy providing for guaranteed benefits upon the payment of seven level annual premiums. Regardless, a policy which would otherwise satisfy the 7-pay test will still be taxed as a modified endowment contract if it is received in exchange for a modified endowment contract.

Certain changes will require Us to re-test a policy to determine whether it has become a modified endowment contract. For example, a reduction in death benefits during the first seven contract years will cause Us to re-test the policy as if it had originally been issued with the reduced death benefit. If the premiums actually paid into a policy exceed the limits under the 7-pay test for a policy with the reduced death benefit, the policy will become a modified endowment contract. This change is effective retroactively to the contract year in which the actual premiums paid exceed the new 7-pay limits.

In addition, a “material change” occurring at any time while the policy is in force will require Us to re-test the policy to determine whether it continues to meet the 7-pay test. A material change starts a new 7-pay test period. The term “material change” includes many increases in death benefits.

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

If any amount is taxable as a distribution of income under a modified endowment contract, it will be subject to a 10% penalty tax. Limited exceptions from the additional penalty tax are available for individual policyowners. These exceptions include:

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

· distributions attributable to the taxpayer’s becoming disabled; or

· distributions that are part of a series of substantially equal periodic payments (made not less frequently than annually) made for the life or life expectancy of the taxpayer.

Once a policy fails the 7-pay test, loans, collateral assignments, and distributions occurring in the year of failure and thereafter become subject to the rules for modified endowment contracts. In addition, any distribution or loan made within two years prior to failing the 7-pay test is considered to have been made in anticipation of the failure and may result in tax consequences.

For purposes of determining the amount of income received from a modified endowment contract, the law requires the aggregation of all modified endowment contracts issued to the same policyowner by an insurer and its affiliates within the same calendar year. Therefore, loans and distributions from any one such policy are taxable to the extent of the income accumulated in all the contracts required to be aggregated.

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

Diversification Standards.

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

The regulations generally require that on the last day of each quarter of a calendar year, no more than 55% of the value of a Fund is represented by any one investment, no more than 70% is represented by any two investments, no more than 80% is represented by any three investments, and no more 90% is represented by any four investments. For this purpose, all securities of the same issuer are treated as a single investment. Each government agency or instrumentality, however, is treated as a separate issuer.

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

Your Voting Rights.

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

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

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

Our Rights.

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

Specifically, We reserve the right to:

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

· Create new Separate Accounts;

· Combine any two or more Separate Accounts;

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

· Eliminate one or more Separate Account Divisions;

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

· Invest the assets of the Separate Account in securities other than shares of the Funds as a substitute for such shares already purchased or as the securities to be purchased in the future;

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

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

· Change the name of the Separate Account.

We reserve all rights to the name MassMutual and Massachusetts Mutual Life Insurance Company or any part of it. We may allow the Separate Account and other entities to use Our name or part of it, but We may also withdraw this right.

Records And Reports.

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

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

· all premiums paid during the previous policy year;

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

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

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

Sales And Other Agreements.

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

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

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

When a supplement to the application requesting one of the policies is completed, it is submitted to us. The selling broker or co-underwriter performs suitability review. In some cases, We perform insurance underwriting. If We accept the application, we determine the insured’s risk classification. If We do not accept the application, We will refund any premium paid.

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

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

Commissions.

Agents or selling brokers receive commissions as a percentage of the premium paid. General Agents may also receive compensation as a percentage of premium paid. Commissions paid will not exceed 24% of Modal Term Premiums, plus 3% of premiums paid in excess of the Modal Term Premium, plus 0.20% of the Policy’s average annual Variable Account Value.

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

If a selling broker, agent or General Agent produces $1,000,000 of excess premium from the sale of a policy during any calendar year, We will pay that selling broker, agent or General Agent additional compensation equal to 1% of the excess premium received during that calendar year in which the production goal was met. We define excess premium as premium We receive in excess of the policy’s modal term premium.

Bonding Arrangement.

We maintain an insurance company blanket bond which provides $100,000,000 coverage for MassMutual officers, directors and employees and general agents and agents. The blanket bond is subject to a $350,000 deductible.

Legal Proceedings.

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

Experts.

The financial statements included in this prospectus for the Strategic Group Variable Universal Life Segment of Separate Account I and the 2000 and 1999 audited statutory financial statements of MassMutual included elsewhere in the registration statement have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing herein and elsewhere in the registration statement (which report on MassMutual expresses an unqualified opinion and includes an explanatory paragraph referring to the use of statutory accounting practices which differ from accounting principles generally accepted in the United States of America), and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. Deloitte & Touche LLP is located at City Place, 185 Asylum Street, Hartfort, Connecticut 06103-3402.

The 1998 audited statutory financial statements of MassMutual were audited by auditors other than Deloitte & Touche LLP.

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

Financial Statements.

You should consider the financial statements of MassMutual and the Strategic Group Variable Universal Life segment of the Separate Account included in Appendix F of this prospectus only as bearing upon Our ability to meet Our obligations under the policy.

Appendix A – Glossary

Application:

The form used to apply for the initial selected face amount when underwriting is involved and the form used to apply for an increase in the selected face amount of the policy after You cease to be associated with an employer. An employer must complete a master application in order to initially apply for the program. You must complete a supplement to the application in order to apply for the policy.

Case:

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

Employee:

A person who is associated with an employer and the spouse of such person.

Employer:

The employer, association, sponsoring organization or trust which has executed a participation agreement electing participation in a group contract.

Enrollment Form:

A document used by potential certificate owners to apply for the certificates and to apply for an increase in the selected face amount of the certificate when the certificate owner is associated with an employer and no underwriting is involved.

Group Contract:

A group flexible premium adjustable life insurance contract in which the employer elects to participate and which is issued by Us.

Insured:

Person whose life the policy insures.

Issue Date:

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

Modal Term:

A period selected by the employer for which modal term premiums will be paid in advance by the employer. This period may be monthly, quarterly, semi-annual or annual. Your modal term at the time of policy issue is specified in Your policy schedule page.

Monthly Calculation Date:

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

Monthly Deductions:

The deductions from the account value under the policy which We generally deduct on the monthly calculation date. The deductions are equal to the sum of the charge for cost of insurance protection, the administrative charge, and the charge for the cost of any additional benefits provided by rider. We refer to these three charges as account value charges.

Net Premium:

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

Participation Agreement:

An agreement executed by the employer requesting participation in a group contract issued by Us.

Policy Anniversary:

The anniversary of the policy date.

Policy Date:

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

Policy Year:

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

Policyowner:

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

Valuation Date:

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

Valuation Period:

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

Valuation Time:

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

Appendix B—Rates of Return

Table 1 shows the Effective Annual Rates of Return of the Funds based on the actual investment performance of the Funds, after deductions of investment management fees and other operating expenses. This Table is based on December 31, 2000 figures. The Effective Annual Rates of Return do not reflect the deduction of the mortality and expense risk charge, premium deductions, the administrative charge or cost of insurance charges.

Table 2 shows the Effective Annual Rates of Return of the Separate Account Divisions. These returns are based on the actual underlying Fund performance and the deduction of the current mortality and expense risk charge. The Effective Annual Rates of Return do not reflect premium deductions, the administrative charge, cost of insurance charges or face amount charges. This table is based on December 31, 2000 figures. It assumes the Separate Account Divisions have been in operation for the same periods as the underlying Funds in which they invest. Also, it reflects the total of the income generated by the Funds’ net of investment management fees and other operating expenses, plus realized or unrealized capital gains and losses.

Table 3 shows the One Year Total Returns of the Funds based on actual investment performance. It reflects the deduction of investment management fees and other operating expenses. This table is based on December 31, 2000 annualized figures. These rates of return do not reflect the deduction of the mortality and expense risk charge, premium deductions, the administrative charge or cost of insurance charges.

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

Due to ongoing market volatility, rates of return may be subject to substantial short-term fluctuations. Current rates of return may be lower than the rates of return shown in Tables 1, 2 and 3. You will find updated rates of return published on a monthly basis at www.massmutual.com.

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

TABLE 1

EFFECTIVE ANNUAL RATES OF RETURN ¹

AS OF DECEMBER 31, 2000

Fund (Inception Date)	1 Year		3 Years		5 Years		10 Years		15 Years		20 Years		Since Inception
MML Small Cap Value Equity Fund (6/1/98) 7	13.63	%	—		—		—		—		—		-1.63	%
MML Equity Fund (9/15/71) 2	2.86	%	4.75	%	12.18	%	13.92	%	13.23	%	14.35	%	13.61	%
MML Equity Index Fund-Class II Shares (5/1/97) 6	-9.43	%	11.92	%	—		—		—		—		15.92	%
MML Managed Bond Fund (12/16/81)	11.19	%	5.68	%	6.01	%	7.95	%	8.29	%	—		9.61	%
MML Growth Equity Fund (5/3/99)	-6.54	%	—		—		—		—		—		12.43	%
Oppenheimer Global Securities Fund/VA (11/12/90)	5.09	%	23.86	%	22.34	%	15.76	%	—		—		15.58	%
Oppenheimer Main Street® Small Cap Fund/VA (5/1/98)** ,7	-18.34	%	—		—		—		—		—		5.35	%
Oppenheimer Aggressive Growth Fund/VA (8/15/86)	-11.24	%	22.34	%	19.71	%	21.21	%	—		—		16.75	%
Oppenheimer Capital Appreciation Fund/VA (4/3/85)	-0.23	%	20.56	%	22.69	%	19.45	%	—		—		16.39	%
Oppenheimer Main Street® Growth & Income Fund/VA (7/5/95)	-8.78	%	5.15	%	15.33	%	—		—		—		18.65	%
Oppenheimer Multiple Strategies Fund/VA (2/9/87)	6.44	%	8.27	%	11.43	%	11.74	%	—		—		11.21	%
Oppenheimer High Income Fund/VA (4/30/86)	-3.74	%	0.23	%	5.42	%	11.72	%	—		—		10.53	%
Oppenheimer Strategic Bond Fund/VA (5/3/93)	2.63	%	2.79	%	5.76	%	—		—		—		5.71	%
Oppenheimer Bond Fund/VA (4/3/85)	6.10	%	3.72	%	5.02	%	7.58	%	—		—		8.69	%
Oppenheimer Money Fund/VA (4/3/85) 3,4, * (7 day yield = 6.21%)	6.26	%	5.49	%	5.38	%	5.01	%	—		—		5.85	%
Oppenheimer International Growth Fund/VA (5/13/92)	-9.43	%	17.59	%	14.77	%	—		—		—		11.68	%
Panorama Growth Portfolio (1/21/82)	-12.66	%	-3.04	%	6.48	%	13.42	%	12.23	%	—		14.64	%
Panorama Total Return Portfolio (9/30/82)	-2.51	%	2.11	%	6.85	%	10.88	%	10.63	%	—		12.00	%
MFS® New Discovery Series (5/1/98)	-1.99	%	—		—		—		—		—		22.99	%
MFS® Emerging Growth Series (7/24/95)	-19.61	%	23.99	%	22.15	%	—		—		—		23.79	%
MFS® Research Series (7/26/95)	-4.85	%	13.35	%	16.46	%	—		—		—		17.21	%
T. Rowe Price Mid-Cap Growth Portfolio (12/31/96)	7.41	%	17.51	%	—		—		—		—		17.83	%
T. Rowe Price New America Growth Portfolio (3/31/94)	-10.62	%	6.09	%	11.68	%	—		—		—		15.53	%
Fideltiy VIP II Contrafund® Portfolio-Service Class (1/3/95) 5	-6.71	%	14.59	%	17.75	%	—		—		—		21.16	%
American Century VP Income & Growth Fund (10/30/97)	-10.62	%	—		—		—		—		—		12.28	%
American Century VP Value Fund (5/1/96)	18.14	%	7.09	%	—		—		—		—		12.59	%

* The yield quotation more closely reflects the current earnings of the Money Fund/VA than the total return quotation.

** Prior to May 1, 2001, this fund was called the Oppenheimer Small Cap Growth Fund/VA.

1 The Effective Annual Rates Of Return is calculated by determining, over a stated period of time, the average annual compounded rate of return that an investment in the Fund earned over that period, assuming reinvestment of all distributions. Due to ongoing market volatility, rates of return may be subject to substantial short-term fluctuations. Current rates of return may be lower than the rates of return shown in this table. You will find updated rates of return published on a monthly basis at www.massmutual.com.

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

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

4 An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

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

6 Performance for MML Equity Index Fund—Class II Shares reflects a blended figure, combining: a) for periods prior to Class II inception on 5/1/00, historical results of Class I Shares and b) for periods after 5/1/00, Class II’s results reflecting a lower fee structure.

7 Investments in small-size companies generally carry greater risk than is customarily associated with larger, more established companies for various reasons such as narrower markets, limited financial resources, susceptibility to steeper stock price fluctuations and less liquid stock.

The chart below shows the Effective Annual Rates Of Return Of Each Division Of The Separate Account. The performance figures are calculated on the basis of the actual historical performance of the Funds for the periods shown. These performance figures reflect all Fund level charges, that is, all investment management fees and direct operating expenses, as well as the mortality and expense charge. The current mortality and expense risk charge is 0.75%. These returns do not reflect expenses or administrative and cost of insurance charges assessed against the account value of the policy. The inclusion of these charges would reduce the returns shown.

TABLE 2

EFFECTIVE ANNUAL RATES OF RETURN OF EACH DIVISION OF THE SEPARATE ACCOUNT ³

AS OF DECEMBER 31, 2000

Division (Inception Date)	1 Year		5 Years		10 Years		Since Inception
MML Small Cap Value Equity Division (6/1/98)	12.88	%	—		—		-2.38	%
MML Equity Division (9/15/71)	2.11	%	11.43	%	13.17	%	12.86	%
MML Equity Index Division (5/1/97)	-10.18	%	—		—		15.17	%
MML Managed Bond Division (12/16/81)	10.44	%	5.26	%	7.20	%	8.86	%
MML Growth Equity Division (5/3/99)	-7.29	%	—		—		11.68	%
Oppenheimer Global Securities Division (11/12/90)	4.34	%	21.59	%	15.01	%	14.83	%
Oppenheimer Main Street Small Cap Division (5/1/98) 1	-19.09	%	—		—		4.60	%
Oppenheimer Aggressive Growth Division (8/15/86)	-11.99	%	18.96	%	20.46	%	16.00	%
Oppenheimer Capital Appreciation Division (4/3/85)	-0.98	%	21.94	%	18.70	%	15.64	%
Oppenheimer Main Street® Growth & Income Division (7/5/95)	-9.53	%	14.58	%	—		17.90	%
Oppenheimer Multiple Strategies Division (2/9/87)	5.69	%	10.68	%	10.99	%	10.46	%
Oppenheimer High Income Division (4/30/86)	-4.49	%	4.67	%	10.97	%	9.78	%
Oppenheimer Strategic Bond Division (5/3/93)	1.88	%	5.01	%	—		4.96	%
Oppenheimer Bond Division (4/3/85)	5.35	%	4.27	%	6.83	%	7.94	%
Oppenheimer Money Division (4/3/85) 2,* (7 day yield = 5.46%)	5.51	%	4.63	%	4.26	%	5.10	%
Oppenheimer International Growth Division (5/13/92)	-10.18	%	14.02	%	—		10.93	%
Panorama Growth Division (1/21/82)	-13.41	%	5.73	%	12.67	%	13.89	%
Panorama Total Return Division (9/30/82)	-3.26	%	6.10	%	10.13	%	11.25	%
MFS® New Discovery Division (5/1/98)	-2.74	%	—		—		22.24	%
MFS® Emerging Growth Division (7/24/95)	-20.36	%	21.40	%	—		23.04	%
MFS® Research Division (7/26/95)	-5.60	%	15.71	%	—		16.46	%
T. Rowe Price Mid-Cap Growth Division (12/31/96)	6.66	%	—		—		17.08	%
T. Rowe Price New America Growth Division (3/31/94)	-11.37	%	10.93	%	—		14.78	%
Fideltiy VIP II Contrafund® Division (1/3/95)	-7.46	%	17.00	%	—		20.41	%
American Century VP Income & Growth Division (10/30/97)	-11.37	%	—		—		11.53	%
American Century VP Value Division (5/1/96)	17.39	%	—		—		11.84	%

The returns for any Divisions of the Separate Account reflect only the performance of a hypothetical investment in the Separate Account Divisions during the particular time period on which the calculations are based. The returns should be considered in light of the investment objectives and policies, characteristics and quality of the Fund in which the Separate Account Divisions invest and the market conditions during the given time period and should not be considered as a representation of what may be achieved in the future. Actual returns may be more or less than those shown and will depend on a number of factors, including the investment allocations by a policyowner and the different investment rates of return for the Separate Account Divisions. The inception date of Strategic Group Variable Universal Life is 5/1/97. The performance figures above are based on the performance of the Separate Account’s underlying Funds. The performance from the Funds inception dates is derived by reducing the actual performance of the underlying Fund by the fees and charges of Strategic Group Variable Universal Life. You may obtain a personalized illustration which reflects charges based on your individual characteristics. Please refer to the prospectus for additional information including sample hypothetical illustrations.

* The yield quotation more closely reflects the current earnings of the Money Division than the total return quotation.

1 Prior to May 1, 2001, the Oppenheimer Main Street Small Cap Division was called the Oppenheimer Small Cap Growth Division.

2 An investment in the division is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the division seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the division.

3 Due to ongoing market volatility, rates of return may be subject to substantial short-term fluctuations. Current rates of return may be lower than the rates of return shown in this table. You will find updated rates of return published on a monthly basis at www.massmutual.com.

TABLE 3

ONE YEAR TOTAL RETURNS ¹

	For the year ended
	2000		1999		1998		1997		1996		1995		1994		1993
MML Small Cap Value Equity Fund (6/1/98)	13.63	%	-1.04	%	-23.88	%	—		—		—		—		—
MML Equity Fund (9/15/71) 2	2.86	%	-3.82	%	16.20	%	28.59	%	20.25	%	31.13	%	4.10	%	9.52	%
MML Equity Index Fund – Class II Shares (5/1/97) 4	-9.43	%	20.32	%	28.22	%	21.93	%	—		—		—		—
MML Mgd. Bond Fund (12/16/81) 2	11.19	%	-1.83	%	8.14	%	9.91	%	3.25	%	19.14	%	-3.76	%	11.81	%
MML Growth Equity Fund (5/3/99)	-6.54	%	30.10	%	—		—		—		—		—		—
Opp. Global Securities Fund/VA (11/12/90)	5.09	%	58.48	%	14.11	%	22.42	%	17.80	%	2.24	%	-5.72	%	70.32	%
Opp. Main Street® Small Cap Fund/VA (5/1/98)*	-18.34	%	46.56	%	-4.00	%	—		—		—		—		—
Opp. Aggressive Growth Fund/VA (8/15/86)	-11.24	%	83.60	%	12.36	%	11.67	%	20.23	%	32.52	%	-7.59	%	27.32	%
Opp. Capital Appreciation Fund/VA (4/3/85)	-0.23	%	41.66	%	24.00	%	26.69	%	25.20	%	36.66	%	0.97	%	7.25	%
Opp. Main Street Growth & Income Fund/VA (7/5/95)	-8.78	%	21.71	%	4.70	%	32.48	%	32.51	%	23.25	%	—		—
Opp. Multi. Strategies Fund/VA (2/9/87)	6.44	%	11.80	%	6.66	%	17.22	%	15.50	%	21.36	%	-1.95	%	15.95	%
Opp. High Income Fund/VA (4/30/86)	-3.74	%	4.29	%	0.31	%	12.22	%	15.25	%	20.37	%	-3.18	%	26.34	%
Opp. Strategic Bond Fund/VA (5/3/93)	2.63	%	2.83	%	2.90	%	8.71	%	12.07	%	15.33	%	-3.78	%	4.25	%
Opp. Bond Fund/VA (4/3/85)	6.10	%	-1.52	%	6.80	%	9.26	%	4.80	%	17.00	%	-1.94	%	13.04	%
Opp. Money Fund/VA (4/3/85)	6.26	%	4.96	%	5.25	%	5.32	%	5.13	%	5.62	%	-4.21	%	3.16	%
Opp. International Growth Fund/VA (5/13/92)	-9.43	%	50.37	%	19.40	%	8.11	%	13.26	%	10.30	%	1.44	%	21.80	%
Panorama Growth Portfolio (1/21/82) 2	-12.66	%	-3.76	%	8.43	%	26.37	%	18.87	%	38.06	%	-0.51	%	21.22	%
Panorama Total Return Portfolio (9/30/82) 2	-2.51	%	-1.54	%	10.90	%	18.81	%	10.14	%	24.66	%	-1.97	%	16.28	%
MFS New Discovery Series (5/1/98)	-1.99	%	73.41	%	2.20	%	—		—		—		—		—
MFS Emerging Growth Series (7/24/95)	-19.61	%	76.71	%	34.16	%	21.90	%	17.02	%	—		—		—
MFS Research Series (7/26/95)	-4.85	%	24.05	%	23.39	%	20.26	%	22.33	%	—		—		—
T. Rowe Price Mid-Cap Growth Portfolio (12/31/96)	7.41	%	23.73	%	22.08	%	18.80	%	—		—		—		—
T. Rowe Price New America Growth Portfolio (3/31/94)	-10.62	%	12.75	%	18.51	%	21.12	%	20.09	%	51.10	%	1.00	%	—
Fidelity Variable Insurance Products Fund II Contrafund Portfolio – Service Class (1/3/95) 3	-6.71	%	24.15	%	29.94	%	24.14	%	21.22	%	39.72	%	—		—
American Century VP Income & Growth Fund (10/30/97)	-10.62	%	18.02	%	26.87	%	—		—		—		—		—
American Century VP Value Fund (5/1/96)	18.14	%	-0.85	%	4.81	%	26.08	%	—		—		—		—

TABLE 3 (Continued)

ONE YEAR TOTAL RETURNS ¹ (Continued)

	For the year ended
	1992		1991		1990		1989		1988		1987		1986		1985
MML Small Cap Value Equity Fund (6/1/98)	—		—		—		—		—		—		—		—
MML Equity Fund (9/15/71) 2	10.48	%	25.56	%	-0.51	%	23.04	%	16.68	%	2.10	%	20.15	%	30.54	%
MML Equity Index Fund – Class II Shares (5/1/97) 5	—		—		—		—		—		—		—		—
MML Mgd. Bond Fund (12/16/81) 2	7.31	%	16.66	%	8.38	%	12.83	%	7.13	%	2.60	%	14.46	%	19.94	%
MML Growth Equity Fund (5/3/99)	—		—		—		—		—		—		—		—
Opp. Global Securities Fund/VA (11/12/90)	-7.11	%	3.39	%	0.40	%	—		—		—		—		—
Opp. Main Street® Small Cap Fund/VA (5/1/98)*	—		—		—		—		—		—		—		—
Opp. Aggressive Growth Fund/VA (8/15/86)	15.42	%	54.72	%	-16.82	%	27.57	%	13.41	%	14.34	%	-1.65	%	—
Opp. Capital Appreciation Fund/VA (4/3/85)	14.53	%	25.54	%	-8.21	%	23.59	%	22.09	%	3.31	%	17.76	%	9.50	%
Opp. Main Street Growth & Income Fund/VA (7/5/95)	—		—		—		—		—		—		—		—
Opp. Multi. Strategies Fund/VA (2/9/87)	8.99	%	17.48	%	-1.91	%	15.76	%	22.15	%	3.97	%	—		—
Opp. High Income Fund/VA (4/30/86)	17.92	%	33.91	%	4.65	%	4.84	%	15.58	%	8.07	%	4.73	%	—
Opp. Strategic Bond Fund/VA (5/3/93)	—		—		—		—		—		—		—		—
Opp. Bond Fund/VA (4/3/85)	6.50	%	17.63	%	7.92	%	13.32	%	8.97	%	2.53	%	10.12	%	18.82	%
Opp. Money Fund/VA (4/3/85)	4.03	%	6.18	%	7.84	%	9.56	%	6.96	%	6.75	%	6.00	%	5.00	%
Opp. International Growth Fund/VA (5/13/92)	-4.32	%	—		—		—		—		—		—		—
Panorama Growth Portfolio (1/21/82) 2	12.36	%	37.53	%	-7.90	%	35.81	%	14.46	%	0.25	%	11.58	%	27.31	%
Panorama Total Return Portfolio (9/30/82) 2	10.21	%	28.79	%	0.50	%	22.98	%	11.64	%	4.26	%	12.58	%	25.43	%
MFS New Discovery Series (5/1/98)	—		—		—		—		—		—		—		—
MFS Emerging Growth Series (7/24/95)	—		—		—		—		—		—		—		—
MFS Research Series (7/26/95)	—		—		—		—		—		—		—		—
T. Rowe Price Mid-Cap Growth Portfolio (12/31/96)	—		—		—		—		—		—		—		—
T. Rowe Price New America Growth Portfolio (3/31/94)	—		—		—		—		—		—		—		—
Fidelity Variable Insurance Products Fund II Contrafund Portfolio – Service Class (1/3/95) 4	—		—		—		—		—		—		—		—
American Century VP Income & Growth Fund (10/30/97)	—		—		—		—		—		—		—		—
American Century VP Value Fund (5/1/96)	—		—		—		—		—		—		—		—

* Prior to May 1, 2001, the Oppenheimer Main Street Small Cap Fund/VA was called the Oppenheimer Small Cap Growth Fund/VA.

1. The figures shown are one year total returns from inception of the Funds. These figures do not reflect the mortality and expense risk charges assessed against the Separate Account, deductions from premiums or administrative, cost of insurance and underwriting charges assessed against the account value of the Policies. If these charges were included, the total return figures would be lower. They may be considered in assessing the competence and performance of each of the Funds’ investment advisers. Due to ongoing market volatility, rates of return may be subject to substantial short-term fluctuations. Current rates of return may be lower than the rates of return shown in this table. You will find updated rates of return published on a monthly basis at www.massmutual.com.

2. The figures for the MML Equity Fund from 1974 through 1981 are as follows: 1974: (17.61)%; 1975: 32.85%; 1976: 24.77%; 1977: (0.52)%; 1978: 3.71%; 1979: 19.54% 1980: 27.62%; 1981: 6.67%; 1982: 25.67%; 1983: 22.85. The figure for 1982 for the MML Managed Bond Fund is 22.79% and for 1983 is 7.26%. The figure for 1982 for the Panorama Growth Portfolio is 33.00% and for 1983 is 32.72%. The figure for 1982 for the Panorama Total Return Portfolio is 8.10% and for 1983 is 20.20%.

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

4. These returns do not reflect the lower annual fund expenses of the Class II Shares since the initial offering of the Class II Shares occurred on May 1, 2000. These returns would have been higher if the Class II fee structure had been in place during the specified periods and reflected in the performance.

Appendix C

Illustrations of Death Benefits (Option A & Option B), Cash Surrender Values and Accumulated Premiums

The following tables illustrate the way in which a policy operates. They show how the death benefit and cash surrender value could vary over an extended period of time, assuming the funds experience hypothetical gross rates of investment return (i.e., investment income and capital gains and losses, realized or unrealized), equivalent to constant gross annual rates of 0%, 6% and 12%. Illustration 1 shows death benefit option A using the current schedule of charges. Illustration 2 shows death benefit option A using the guaranteed schedule of charges. Illustration 3 shows death benefit option B using the current schedule of charges. Illustration 4 shows death benefit option B using the guaranteed schedule of charges.

The tables are based on the following assumptions: 1) the policyowner is issue age 45; 2) the policyowner has requested a level selected face amount of $250,000; 3) no policy loans have been made, 4) the employer has selected an annual modal term; 5) the modal term premium is always allocated to the GPA; 6) the GPA credits the modal term premium interest at an annual rate of 3%; and 7) and the policyowner makes annual premium payments of $4,000 in excess of the modal term premium for 20 years which are allocated to the Separate Account.

These tables will assist in the comparison of death benefits and cash surrender values for the policy with those under other variable life policies which may be issued by Us or other companies.

The death benefits and cash surrender values for a policy would be different from the amount shown if the rates of return of the funds averaged 0%, 6% and 12% over a period of years but varied above and below that average in individual policy years. They would also differ if any policy loan were made during the period of time illustrated. They would also be different depending upon the allocation of investment value to each division, if the rates of return for all the funds averaged 0%, 6% or 12% but varied above or below that average for particular funds.

The tables assume that the modal term premium is credited interest at a guaranteed rate of 3%. The current credited rate is higher than 3%. Therefore, if current rates were used, the cash surrender values for the policy illustrated in the tables would be higher.

The death benefits and cash surrender values shown in Illustrations 1 & 3 reflect a state premium tax deduction of 2% and a DAC Tax deduction of 0.25%, Fund level expenses of 0.76% on an annual basis, of the net assets of the MML Trust, Oppenheimer Trust, Panorama Fund, MFS Trust, T. Rowe Price Equity Series Inc., Fidelity VIP II, and American Century VP shares held by the Separate Account (This unweighted average reflects current fund level expenses), plus the following current charges:

1. A sales load of 0.75% of premium.

2. Administrative charge, equal to $5.25 per month.

3. Cost of insurance protection, based on the current guaranteed standard issue rates being charged by the Company.

4. Mortality and expense risk charge, which is equal to 0.75% on an annual basis, of the net asset value of the fund shares held by the Separate Account.

The select cost of insurance rates are applicable to new business where the insureds meet our current underwriting guidelines. The standard cost of insurance rates are applicable to new business where insureds do not meet our current underwriting guidelines. The standard rates are higher than the select rates but in no event will they exceed the guaranteed cost of insurance rates.

The death benefits and cash surrender values shown in Illustrations 2 & 4 reflect a state premium tax deduction of 2% and a DAC Tax deduction of 0.25%, Fund level expenses of 0.76% on an annual basis, of the net assets of the MML Trust, Oppenheimer Trust, Panorama Fund, MFS Trust, T. Rowe Price Equity Series Inc., Fidelity VIP II, and American Century VP shares held by the Separate Account (This unweighted average reflects current fund level expenses), plus the following guaranteed charges:

1. A sales load of 5% of premium (We will establish a sales load between 0.75% to 5% of premium for a policy upon its issuance. However, once the sales load is established, it will not change for the life of the policy.)

2. Administrative charge, equal to $9.00 per month.

3. Cost of insurance charge, based on 125% of the 1980 CSO Mortality Table.

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

Currently no charge is made against the Separate Account for federal income taxes but We reserve the right to charge the Separate Account for federal income taxes attributable to the Separate Account if such taxes are imposed in the future.

The fifth column of each table shows the amounts which would accumulate if an amount equal to the annual premium were invested to earn interest after taxes, of 5% per year, compounded annually.

Cash surrender values show in the tables reflect the deduction of applicable premium taxes for a case with an initial case premium paid of $250,000. Taking into account the mortality and expense risk charge and the fund level expenses, the effect is that for gross annual rates of return of 0%, 6% and 12%, the actual net annual rate of return on a current basis would be -1.497%, 4.413% and 10.324%, respectively, on a guaranteed basis would be -1.741%, 4.155% and 10.051%, respectively.

Illustration 1

VARIABLE RIDER TO FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE

Age 45, Unismoker, Unisex

$250,000 Selected Face Amount—All Years

Assumes 2 Types of Premium Received on an Annual Basis:

Ÿ Modal Term Premium, plus

Ÿ $4,000 Premium

Using Current Schedule of Charges

Illustrating Death Benefit Option A

Assumes Mandatory Employee Participation

Modal Term Premiums allocated to Guaranteed Principal Account credited at 3% annualized

					Death Benefit (Option A)			Cash Surrender Value
End of Policy Year	Modal Term Premium	Additional Premium	Total Premium Paid	Premiums Accumulated At 5% Interest Per Year	Assuming Hypothetical Gross Annual Investment Return of			Assuming Hypothetical Gross Annual Investment Return of
					0%	6%	12%	0%	6%	12%
1	$  492	4,000	4,492	4,717	250,000	250,000	250,000	3,829	4,058	4,288
2	539	4,000	4,539	9,719	250,000	250,000	250,000	7,609	8,305	9,028
3	636	4,000	4,636	15,072	250,000	250,000	250,000	11,345	12,751	14,270
4	762	4,000	4,762	20,826	250,000	250,000	250,000	15,043	17,413	20,074
5	872	4,000	4,872	26,983	250,000	250,000	250,000	18,706	22,303	26,501
6	986	4,000	4,986	33,568	250,000	250,000	250,000	22,340	27,437	33,623
7	1,074	4,000	5,074	40,573	250,000	250,000	250,000	25,947	32,827	41,512
8	1,168	4,000	5,168	48,029	250,000	250,000	250,000	29,531	38,490	50,255
9	1,270	4,000	5,270	55,964	250,000	250,000	250,000	33,097	44,444	59,948
10	1,381	4,000	5,381	64,413	250,000	250,000	250,000	36,653	50,709	70,700
15	2,186	4,000	6,186	115,912	250,000	250,000	290,008	54,572	87,650	145,004
20 (age 65)	3,784	4,000	7,784	188,976	250,000	250,000	467,633	74,218	138,059	265,701
25	—	—	—	241,187	250,000	250,303	637,012	51,254	159,428	405,740
30	—	—	—	307,823	250,000	259,679	871,608	13,391	182,873	613,809
35	—	—	—	392,868	—	269,127	1,190,617	—	205,440	908,868
40	—	—	—	501,411	—	275,980	1,608,897	—	224,374	1,308,047
45	—	—	—	639,941	—	278,235	2,137,741	—	237,808	1,827,129
50	—	—	—	816,745	—	275,469	2,789,314	—	248,171	2,512,896

It is emphasized that the hypothetical investment rates of return shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown. The death benefits and cash surrender values for a policy would be different from the amounts shown if the rates of return averaged 0%, 6% and 12% over a period of years, but varied above or below that average in individual policy years. They would also be different, depending on the allocation of investment value to each division of the separate account, if the rates of return over all divisions averaged 0%, 6% or 12% but varied above or below that average for individual divisions. They would also differ if any policy loan were made during the period. No representations can be made by MassMutual or the funds that these hypothetical rates of return can be achieved for any one year or sustained over any period of time.

Illustration 2

VARIABLE RIDER TO FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE

Age 45, Unismoker, Unisex

$250,000 Selected Face Amount—All Years

Assumes 2 Types of Premium Received on an Annual Basis:

Ÿ Modal Term Premium, plus

Ÿ $4,000 Premium

Using Guaranteed Schedule of Charges (except fund level charges which are reflected on a current basis)

Illustrating Death Benefit Option A

Assumes Mandatory Employee Participation

Modal Term Premiums allocated to Guaranteed Principal Account credited at 3% annualized

					Death Benefit (Option A)			Cash Surrender Value
End of Policy Year	Modal Term Premium	Additional Premium	Total Premium Paid	Premiums Accumulated At 5% Interest Per Year	Assuming Hypothetical Gross Annual Investment Return of			Assuming Hypothetical Gross Annual Investment Return of
					0%	6%	12%	0%	6%	12%
1	492	4,000	4,492	4,717	250,000	250,000	250,000	2,611	2,804	2,998
2	539	4,000	4,539	9,719	250,000	250,000	250,000	5,125	5,673	6,242
3	636	4,000	4,636	15,072	250,000	250,000	250,000	7,588	8,656	9,813
4	762	4,000	4,762	20,826	250,000	250,000	250,000	10,020	11,780	13,764
5	872	4,000	4,872	26,983	250,000	250,000	250,000	12,398	15,028	18,114
6	986	4,000	4,986	33,568	250,000	250,000	250,000	14,708	18,396	22,895
7	1,074	4,000	5,074	40,573	250,000	250,000	250,000	16,914	21,851	28,123
8	1,168	4,000	5,168	48,029	250,000	250,000	250,000	19,004	25,389	33,844
9	1,270	4,000	5,270	55,964	250,000	250,000	250,000	20,966	29,001	40,100
10	1,381	4,000	5,381	64,413	250,000	250,000	250,000	22,791	32,684	46,954
15	2,186	4,000	6,186	115,912	250,000	250,000	250,000	30,060	52,751	93,679
20 (age 65)	3,784	4,000	7,784	188,976	250,000	250,000	307,662	34,615	77,797	174,808
25	—	—	—	241,187	—	250,000	392,782	—	58,086	250,180
30	—	—	—	307,823	—	250,000	498,018	—	510	350,717
35	—	—	—	392,868	—	—	626,356	—	—	478,134
40	—	—	—	501,411	—	—	779,440	—	—	633,691
45	—	—	—	639,941	—	—	948,252	—	—	810,472
50	—	—	—	816,745	—	—	1,132,004	—	—	1,019,823

It is emphasized that the hypothetical investment rates of return shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown. The death benefits and cash surrender values for a policy would be different from the amounts shown if the rates of return averaged 0%, 6% and 12% over a period of years, but varied above or below that average in individual policy years. They would also be different, depending on the allocation of investment value to each division of the separate account, if the rates of return over all divisions averaged 0%, 6% or 12% but varied above or below that average for individual divisions. They would also differ if any policy loan were made during the period. No representations can be made by MassMutual or the funds that these hypothetical rates of return can be achieved for any one year or sustained over any period of time.

Illustration 3

VARIABLE RIDER TO FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE

Age 45, Unismoker, Unisex

$250,000 Selected Face Amount—All Years

Assumes 2 Types of Premium Received on an Annual Basis:

Ÿ Modal Term Premium, plus

Ÿ $4,000 Premium

Using Current Schedule of Charges

Illustrating Death Benefit Option B

Assumes Mandatory Employee Participation

Modal Term Premiums allocated to Guaranteed Principal Account credited at 3% annualized

					Death Benefit (Option B)			Cash Surrender Value
End of Policy Year	Modal Term Premium	Additional Premium	Total Premium Paid	Premiums Accumulated At 5% Interest Per Year	Assuming Hypothetical Gross Annual Investment Return of			Assuming Hypothetical Gross Annual Investment Return of
					0%	6%	12%	0%	6%	12%
1	492	4,000	4,492	4,717	253,822	254,051	254,281	3,822	4,051	4,281
2	539	4,000	4,539	9,719	257,587	258,281	259,003	7,587	8,281	9,003
3	636	4,000	4,636	15,072	261,295	262,698	264,213	11,295	12,698	14,213
4	762	4,000	4,762	20,826	264,948	267,310	269,961	14,948	17,310	19,961
5	872	4,000	4,872	26,983	268,546	272,125	276,303	18,546	22,125	26,303
6	986	4,000	4,986	33,568	272,091	277,153	283,299	22,091	27,153	33,299
7	1,074	4,000	5,074	40,573	275,582	282,403	291,018	25,582	32,403	41,018
8	1,168	4,000	5,168	48,029	279,022	287,885	299,533	29,022	37,885	49,533
9	1,270	4,000	5,270	55,964	282,410	293,609	308,928	32,410	43,609	58,928
10	1,381	4,000	5,381	64,413	285,747	299,585	319,293	35,747	49,585	69,293
15	2,186	4,000	6,186	115,912	301,701	333,667	389,559	51,701	83,667	139,559
20 (age 65)	3,784	4,000	7,784	188,976	316,503	375,974	504,416	66,503	125,974	254,416
25	—	—	—	241,187	287,761	378,829	634,256	37,761	128,829	384,256
30	—	—	—	307,823	—	364,717	826,207	—	114,717	576,207
35	—	—	—	392,868	—	313,858	1,115,480	—	63,858	851,512
40	—	—	—	501,411	—	—	1,507,218	—	—	1,225,381
45	—	—	—	639,941	—	—	2,002,067	—	—	1,711,169
50	—	—	—	816,745	—	—	2,611,164	—	—	2,352,400

It is emphasized that the hypothetical investment rates of return shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown. The death benefits and cash surrender values for a policy would be different from the amounts shown if the rates of return averaged 0%, 6% and 12% over a period of years, but varied above or below that average in individual policy years. They would also be different, depending on the allocation of investment value to each division of the separate account, if the rates of return over all divisions averaged 0%, 6% or 12% but varied above or below that average for individual divisions. They would also differ if any policy loan were made during the period. No representations can be made by MassMutual or the funds that these hypothetical rates of return can be achieved for any one year or sustained over any period of time.

Illustration 4

VARIABLE RIDER TO FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE CERTIFICATE

Age 45, Unismoker, Unisex

$250,000 Selected Face Amount—All Years

Assumes 2 Types of Premium Received on an Annual Basis:

Ÿ Modal Term Premium, plus

Ÿ $4,000 Premium

Using Guaranteed Schedule of Charges (except fund level charges which are reflected on a current basis)

Illustrating Death Benefit Option B

Assumes Mandatory Employee Participation

Modal Term Premiums allocated to Guaranteed Principal Account credited at 3% annualized

					Death Benefit (Option B)			Cash Surrender Value
End of Policy Year	Modal Term Premium	Additional Premium	Total Premium Paid	Premiums Accumulated At 5% Interest Per Year	Assuming Hypothetical Gross Annual Investment Return of			Assuming Hypothetical Gross Annual Investment Return of
					0%	6%	12%	0%	6%	12%
1	492	4,000	4,492	4,717	252,591	252,784	252,977	2,591	2,784	2,977
2	539	4,000	4,539	9,719	255,071	255,611	256,176	5,071	5,611	6,176
3	636	4,000	4,636	15,072	257,478	258,528	259,669	7,478	8,528	9,669
4	762	4,000	4,762	20,826	259,836	261,556	263,500	9,836	11,556	13,500
5	872	4,000	4,872	26,983	262,114	264,671	267,679	12,114	14,671	17,679
6	986	4,000	4,986	33,568	264,294	267,862	272,228	14,294	17,862	22,228
7	1,074	4,000	5,074	40,573	266,342	271,086	277,133	16,342	21,086	27,133
8	1,168	4,000	5,168	48,029	268,241	274,328	282,415	18,241	24,328	32,415
9	1,270	4,000	5,270	55,964	269,974	277,570	288,080	19,974	27,570	38,080
10	1,381	4,000	5,381	64,413	271,532	280,794	294,163	21,532	30,794	44,163
15	2,186	4,000	6,186	115,912	276,717	296,605	332,390	26,717	46,605	82,390
20 (age 65)	3,784	4,000	7,784	188,976	277,447	311,409	388,846	27,447	61,409	138,846
25	—	—	—	241,187	—	273,831	414,967	—	23,831	164,967
30	—	—	—	307,823	—	—	422,733	—	—	172,733
35	—	—	—	392,868	—	—	375,824	—	—	125,824
40	—	—	—	501,411	—	—	—	—	—	—
45	—	—	—	639,941	—	—	—	—	—	—
50	—	—	—	816,745	—	—	—	—	—	—

It is emphasized that the hypothetical investment rates of return shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown. The death benefits and cash surrender values for a policy would be different from the amounts shown if the rates of return averaged 0%, 6% and 12% over a period of years, but varied above or below that average in individual policy years. They would also be different, depending on the allocation of investment value to each division of the separate account, if the rates of return over all divisions averaged 0%, 6% or 12% but varied above or below that average for individual divisions. They would also differ if any policy loan were made during the period. No representations can be made by MassMutual or the funds that these hypothetical rates of return can be achieved for any one year or sustained over any period of time.

Appendix D

Directors of Massachusetts Mutual Life Insurance Company

Name, Position, Business Address	Principal Occupation(s) During Past Five Years
Roger G. Ackerman, Director One Riverfront Plaza, HQE 2 Corning, NY 14831	Corning, Inc.     Chairman (since 2001)     Chairman and Chief Executive Officer (1996-2000)     President and Chief Operating Officer (1990-1996)
James R. Birle, Director 2 Soundview Drive Greenwich, CT 06836	Resolute Partners, LLC     Chairman (since 1997), Founder (1994)     President (1994-1997)
Gene Chao, Director 733 SW Vista Avenue Portland, OR 97205	Computer Projections, Inc.     Chairman, President and CEO (1991-2000)
Patricia Diaz Dennis, Director 175 East Houston, Room 5-A-50 San Antonio, TX 78205	SBC Communications Inc.     Senior Vice President—Regulatory and Public Affairs         (since 1998)     Senior Vice President and Assistant General Counsel         (1995-1998)
Anthony Downs, Director 1775 Massachusetts Ave., N.W. Washington, DC 20036-2188	The Brookings Institution     Senior Fellow (since 1977)
James L. Dunlap, Director 2514 Westgate Houston, TX 77019	Ocean Energy, Inc.     Vice Chairman (1998-1999) United Meridian Corporation     President and Chief Operating Officer (1996-1998) Texaco, Inc.     Senior Vice President (1987-1996)
William B. Ellis, Director 31 Pound Foolish Lane Glastonbury, CT 06033	Yale University School of Forestry and Environmental Studies     Senior Fellow (since 1995) Northeast Utilities     Chairman of the Board (1993-1995) and Chief Executive         Officer (1983-1993)
Robert M. Furek, Director c/o Shipman & Goodwin One American Row Hartford, CT 06103	Resolute Partners LLC     Partner (since 1997) State Board of Trustees for the Hartford School System     Chairman (1997-2000) Heublein, Inc.     President and Chief Executive Officer (1987-1996)

Appendix D

Name, Position, Business Address	Principal Occupation(s) During Past Five Years
Charles K. Gifford, Director 100 Federal Street, 26th Floor Boston, MA 02110	FleetBoston Financial     President and Chief Operating Officer (since 1999) BankBoston, N.A.     Chairman and Chief Executive Officer (1996-1999)     President (1989-1996) BankBoston Corporation     Chairman (1998-1999) and Chief Executive Officer (1995-1999)     President (1989-1996)
William N. Griggs, Director One State Street, 9th Floor New York, NY 10004	Griggs & Santow, Inc.     Managing Director (since 1983)
Sheldon B. Lubar, Director 700 North Water Street, Suite 1200 Milwaukee, WI 53202	Lubar & Co. Incorporated     Chairman (since 1977)
William B. Marx, Jr., Director 5 Peacock Lane Village of Golf, FL 33436-5299	Lucent Technologies     Senior Executive Vice President (1996-1996) AT&T Multimedia Products Group     Executive Vice President and CEO (1994-1996)
John F. Maypole, Director 55 Sandy Hook Road — North Sarasota, FL 34242	Peach State Real Estate Holding Company     Managing Partner (since 1984)
Robert J. O’Connell, Director,     Chairman, President and Chief     Executive Officer 1295 State Street Springfield, MA 01111	MassMutual     Chairman (since 2000), Director, 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)
Alfred M. Zeien, Director 300 Boylston Street, Apt. 1104 Boston, MA 02116	The Gillette Company     Chairman and Chief Executive Officer (1991-1999)

2

Appendix D

Name, Position, Business Address	Principal Occupation(s) During Past Five Years
Executive Vice Presidents:
Susan A. Alfano 1295 State Street Springfield, MA 01111	MassMutual     Executive Vice President (since 2001)     Senior Vice President (1996-2001)
Lawrence V. Burkett, Jr. 1295 State Street Springfield, MA 01111	MassMutual     Executive Vice President and General Counsel (since 1993)
Frederick Castellani 1295 State Street Springfield, MA 01111	MassMutual     Executive Vice President (since 2001)     Senior Vice President (1996-2001)
Howard Gunton 1295 State Street Springfield, MA 01111	MassMutual     Executive Vice President & CFO (since 2001)     Senior Vice President & CFO (1999-2001) AIG Life Insurance Co.     Senior Vice President & CFO (1973-1999)
James E. Miller 1295 State Street Springfield, MA 01111	MassMutual     Executive Vice President (since 1997 and 1987-1996) UniCare Life & Health     Senior Vice President (1996-1997)
Christine M. Modie 1295 State Street Springfield, MA 01111	MassMutual     Executive Vice President and Chief Information Officer         (since 1999) Travelers Insurance Company     Senior Vice President and Chief Information Officer         (1996-1999) Aetna Life & Annuity     Vice President (1993-1996)
John V. Murphy 1295 State Street Springfield, MA 01111	OppenheimerFunds, Inc.     President & Chief Operating Officer     (since 2000) 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)
Stuart H. Reese 1295 State Street Springfield, MA 01111	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)
Matthew Winter 1295 State Street Springfield, MA 01111	MassMutual     Executive Vice President (since 2001)     Senior Vice President (1998-2001)     Vice President (1996-1998)

Appendix D

Appendix E

MODAL TERM PREMIUM CALCULATION

The modal term premium is an estimate of the premium that will be sufficient to cover the premium deductions and the monthly deduction for the modal term. It equals the monthly deduction(s) during the modal term divided by 1 less the premium deduction discounted at a rate no lower than the monthly equivalent of the minimum annual interest rate for the GPA.

Example:

a. Specified Amount:	$250,000
b. Monthly Guaranteed
Interest at 3%:	.246627%
c. NAAR = a./(l + b.):	249,384.95
d. Monthly COI Rate:	.00014075
e. Monthly COI Charge = c.×d.:	35.10
f. Monthly Policy Fee:	5.25
g. Monthly Deduction
Before Premium Load = e. + f.:	40.35
h. Premium Load	3%
i. Monthly Deduction = g./(l-h.):	41.60
j. Monthly Annuity Due at 3%:	11.83895088
k. Model Term Premium = i.×j.:	492.49

Independent Auditors’ Report

The Board of Directors and Policyowners of

Massachusetts Mutual Life Insurance Company

We have audited the accompanying statement of Assets and Liabilities of each of the divisions of Massachusetts Mutual Variable Life Separate Account I –  Strategic Group Variable Universal Life® Segment (“the Account”), as of December 31, 2000, the related statement of Operations for the year then ended and the statements of Changes in Net Assets for the years ended December 31, 2000 and 1999. These financial statements are the responsibility of the Account’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2000 and 1999 by correspondence with investment companies. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial positions of the Account at December 31, 2000, the results of their operations for the year then ended and their changes in net assets for the years ended December 31, 2000 & 1999 in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

New York, New York

February 15, 2001

Massachusetts Mutual Variable Life Separate Account I -

Strategic Group Variable Universal Life® Segment

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2000

	MML Equity Division	MML Managed Bond Division	MML Equity Index Division	MML Small Cap Value Equity Division	Oppenheimer Money Division	Oppenheimer Bond Division	Oppenheimer High Income Division	Oppenheimer Aggressive Growth Division	Oppenheimer Capital Appreciation Division
ASSETS
Investments
Number of shares (Note 2)	18,838	33,870	315,329	24,118	1,587,546	129,681	78,944	59,046	103,529
Identified cost (Note 3B)	$      665,955	$      399,214	$  5,652,099	$      216,985	$  1,587,546	$  1,516,499	$      801,733	$  3,840,210	$  4,276,948
Value (Note 3A)	$      646,164	$      412,751	$  5,127,257	$      226,649	$  1,587,546	$  1,458,911	$      731,811	$  4,178,657	$  4,827,538
Dividends receivable	-	-	-	-	2,784	-	-	-	-
Receivable from Massachusetts Mutual Life   Insurance Company	-	-	-	-	1,779,140	-	-	-	-
Other assets	-	-	-	-	-	-	-	-	-
Total assets	646,164	412,751	5,127,257	226,649	3,369,470	1,458,911	731,811	4,178,657	4,827,538
LIABILITIES
Payable to Massachusetts Mutual Life   Insurance Company	1,161	806	11,584	400	-	2,698	1,379	9,581	9,233
NET ASSETS	$      645,003	$      411,945	$  5,115,673	$      226,249	$  3,369,470	$  1,456,213	$      730,432	$  4,169,076	$  4,818,305
Net Assets:
For Variable Life Insurance policies	$      645,003	$      411,945	$  5,114,285	$      226,249	$  3,368,310	$  1,455,097	$      729,435	$  4,167,427	$  4,816,637
Retained in Variable Life Separate Account I   by Massachusetts Mutual Life Insurance   Company	-	-	1,388	-	1,160	1,116	997	1,649	1,668
Net assets	$      645,003	$      411,945	$  5,115,673	$      226,249	$  3,369,470	$  1,456,213	$      730,432	$  4,169,076	$  4,818,305
Accumulation units (Note 7)
Policyowners	710,582	379,929	3,685,188	194,029	2,905,033	1,303,922	731,391	2,527,110	2,888,316
Massachusetts Mutual Life Insurance     Company	-	-	1,000	-	-	1,000	1,000	1,000	1,000
Total units	710,582	379,929	3,686,188	194,029	2,905,033	1,304,922	732,391	2,528,110	2,889,316
NET ASSET VALUE PER ACCUMULATION   UNIT
December 31, 2000	$            0.91	$            1.08	$            1.39	$            1.17	$            1.16	$            1.12	$            1.00	$            1.65	$            1.67
December 31, 1999	0.89	0.98	1.54	1.03	1.10	1.06	1.04	1.87	1.68

See Notes to Financial Statements.

F-2

Massachusetts Mutual Variable Life Separate Account I -

Strategic Group Variable Universal Life® Segment

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2000

	Oppenheimer Multiple Strategies Division	Oppenheimer Global Securities Division	Oppenheimer Strategic Bond Division	Oppenheimer Main Street Growth & Income Division	Oppenheimer Small Cap Growth Division	Panorama Total Return Division	Panorama Growth Division	*Oppenheimer International Growth Division
ASSETS
Investments
Number of shares (Note 2)...	44,627	68,696	113,891	119,124	31,300	827,789	552,319	675,135
Identified cost (Note 3B)	$    740,210	$1,931,770	$    551,813	$2,652,023	$    433,349	$1,396,427	$  1,490,414	$1,276,437
Value (Note 3A)	$    738,573	$2,083,557	$    534,146	$2,532,582	$    347,112	$1,200,294	$  1,082,545	$1,174,736
Dividends receivable	-	-	-	-	-	-	-	-
Receivable from Massachusetts Mutual Life Insurance   Company	9,188	-	-	-	-	-	-	-
Other assets	-	-	-	-	-	-	-	-
Total assets	747,761	2,083,557	534,146	2,532,582	347,112	1,200,294	1,082,545	1,174,736
LIABILITIES
Payable to Massachusetts Mutual Life Insurance   Company	-	5,216	962	3,417	584	3,293	1,935	3,266
NET ASSETS	$    747,761	$2,078,341	$    533,184	$2,529,165	$    346,528	$1,197,001	$  1,080,610	$1,171,470
Net Assets:
For Variable Life Insurance policies	$    746,532	$2,076,540	$    532,114	$2,528,009	$    346,528	$1,195,963	$  1,079,733	$1,169,950
Retained in Variable Life Separate Account I by   Massachusetts Mutual Life Insurance Company	1,229	1,801	1,070	1,156	-	1,038	877	1,520
Net assets	$  747,761	$2,078,341	$  533,184	$2,529,165	$  346,528	$1,197,001	$1,080,610	$1,171,470
Accumulation units (Note 7)
Policyowners	607,462	1,152,969	497,223	2,186,433	266,592	1,151,036	1,231,270	769,486
Massachusetts Mutual Life Insurance Company	1,000	1,000	1,000	1,000	-	1,000	1,000	1,000
Total units	608,462	1,153,969	498,223	2,187,433	266,592	1,152,036	1,232,270	770,486
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 2000	$          1.23	$          1.80	$          1.07	$          1.16	$          1.30	$          1.04	$            0.88	$          1.52
December 31, 1999	1.16	1.73	1.05	1.28	1.60	1.07	1.01	1.69

* Prior to May 1, 2000, this Division was called the Panorama International Equity Division

See Notes to Financial Statements.

F-3

Massachusetts Mutual Variable Life Separate Account I -

Strategic Group Variable Universal Life® Segment

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2000

	T. Rowe Price Mid-Cap Growth Division	T. Rowe Price New America Growth Division	Fidelity VIP II Contrafund Division	MFS New Discovery Division	MFS Emerging Growth Division	MFS Research Division
ASSETS
Investments
Number of shares (Note 2)	48,641	18,734	45,780	26,824	25,181	10,793
Identified cost (Note 3B)	$    881,587	$    472,633	$1,173,924	$    496,456	$    937,666	$    255,390
Value (Note 3A)	$    896,446	$    391,724	$1,083,624	$    445,554	$    726,210	$    224,493
Dividends receivable	-	-	-	-	-	-
Receivable from Massachusetts Mutual Life Insurance Company	-	-	-	-	-	-
Other assets	-	-	-	-	-	-
Total assets	896,446	391,724	1,083,624	445,554	726,210	224,493
LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company	1,538	707	2,197	775	1,281	396
NET ASSETS	$    894,908	$    391,017	$1,081,427	$    444,779	$    724,929	$    224,097
Net Assets:
For Variable Life Insurance policies	$    894,908	$    391,017	$1,081,427	$    444,779	$    724,929	$    224,097
Retained in Variable Life Separate Account I by Massachusetts Mutual Life Insurance   Company	-	-	-	-	-	-
Net assets	$  894,908	$  391,017	$1,081,427	$  444,779	$  724,929	$  224,097
Accumulation units (Note 7)
Policyowners	711,399	411,616	1,028,968	281,154	548,903	201,378
Massachusetts Mutual Life Insurance Company	-	-	-	-	-	-
Total units	711,399	411,616	1,028,968	281,154	548,903	201,378
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 2000	$          1.26	$          0.95	$          1.05	$          1.58	$          1.32	$          1.11
December 31, 1999	1.18	1.07	1.14	1.63	1.66	1.18

See Notes to Financial Statements.

F-4

Massachusetts Mutual Variable Life Separate Account I -

Strategic Group Variable Universal Life® Segment

STATEMENT OF OPERATIONS

For The Year Ended December 31, 2000

	MML Equity Division		MML Managed Bond Division	MML Equity Index Division		MML Small Cap Value Equity Division	Oppenheimer Money Division	Oppenheimer Bond Division		Oppenheimer High Income Division		Oppenheimer Aggressive Growth Division		Oppenheimer Capital Appreciation Division
Investment income
Dividends (Note 3B)	$          56,949		$          16,354	$          46,328		$            1,821	$        122,984	$        109,201		$          59,370		$        152,091		$        274,427
Expenses
Mortality and expense risk fees (Note 4)	2,509		2,047	36,386		712	15,140	10,365		5,266		34,728		33,640
Net investment income (loss)   (Note 3C)	54,440		14,307	9,942		1,109	107,844	98,836		54,104		117,363		240,787
Net realized and unrealized gain (loss)   on investments
Net realized gain (loss) on investments   (Notes 3B, 3C and 6)	(4,533	)	144	750,074		346	-	(11,409	)	(38,754	)	92,472		75,289
Change in net unrealized   appreciation/depreciation of   investments	(17,219	)	15,643	(1,301,323	)	9,799	-	(14,407	)	(48,335	)	(1,063,519	)	(476,236	)
Net gain (loss) on investments	(21,752	)	15,787	(551,249	)	10,145	-	(25,816	)	(87,089	)	(971,047	)	(400,947	)
Net increase (decrease) in net assets   resulting from operations	$          32,688		$          30,094	$      (541,307	)	$          11,254	$        107,844	$          73,020		$        (32,985	)	$      (853,684	)	$      (160,160	)

See Notes to Financial Statements.

F-5

Massachusetts Mutual Variable Life Separate Account I -

Strategic Group Variable Universal Life® Segment

STATEMENT OF OPERATIONS (Continued)

For The Year Ended December 31, 2000

	Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division		Oppenheimer Main Street Growth & Income Division		Oppenheimer Small Cap Growth Division		Panorama Total Return Division		Panorama Growth Division		*Oppenheimer International Growth Division		**Panorama LifeSpan Diversified Income Division
Investment income
Dividends (Note 3B)	$      30,131		$    236,382		$      29,785		$    117,486		$      10,640		$    168,560		$    235,114		$    170,649		$        3,083
Expenses
Mortality and expense risk fees   (Note 4)	2,628		13,407		3,292		17,376		1,988		9,087		7,594		7,902		462
Net investment income (loss)   (Note 3C)	27,503		222,975		26,493		100,110		8,652		159,473		227,520		162,747		2,621
Net realized and unrealized gain (loss)   on investments
Net realized gain (loss) on investments   (Notes 3B, 3C and 6)	(1,615	)	24,060		(7,385	)	9,781		5,061		(40,949	)	(59,272	)	22,824		2,964
Change in net unrealized   appreciation/depreciation of   investments	(12,522	)	(238,766	)	(11,504	)	(359,651	)	(102,230	)	(165,123	)	(340,442	)	(344,257	)	4
Net gain (loss) on investments	(14,137	)	(214,706	)	(18,889	)	(349,870	)	(97,169	)	(206,072	)	(399,714	)	(321,433	)	2,968
Net increase (decrease) in net assets   resulting from operations	$      13,366		$        8,269		$        7,604		$  (249,760	)	$    (88,517	)	$    (46,599	)	$  (172,194	)	$  (158,686	)	$        5,589

* Prior to May 1, 2000, this Division was called the Panorama International Equity Division.

** On December 8, 2000, shares of Panorama LifeSpan Diversified Income Portfolio were substituted for shares in the Oppenheimer Multiple Strategies Fund/VA.

See Notes to Financial Statements.

F-6

Massachusetts Mutual Variable Life Separate Account I -

Strategic Group Variable Universal Life® Segment

STATEMENT OF OPERATIONS (Continued)

For The Year Ended December 31, 2000

	*Panorama LifeSpan Balanced Division		**Panorama LifeSpan Capital Appreciation Division		T. Rowe Price Mid-Cap Growth Division	T. Rowe Price New America Growth Division		Fidelity VIP II Contrafund Division		MFS New Discovery Division		MFS Emerging Growth Division		MFS Research Division
Investment income
Dividends (Note 3B)	$      16,796		$      12,578		$      15,040	$      42,661		$      40,087		$        5,305		$      32,015		$        6,225
Expenses
Mortality and expense risk fees (Note 4)	1,334		802		4,061	1,895		5,474		2,409		4,474		991
Net investment income (loss) (Note 3C)	15,462		11,776		10,979	40,766		34,613		2,896		27,541		5,234
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3B, 3C and 6)	(311	)	2,509		2,767	(870	)	(698	)	3,029		22,904		2,108
Change in net unrealized appreciation/depreciation of investments	(13,173	)	(11,773	)	8,921	(81,389	)	(107,944	)	(58,510	)	(247,980	)	(32,305	)
Net gain (loss) on investments	(13,484	)	(9,264	)	11,688	(82,259	)	(108,642	)	(55,481	)	(225,076	)	(30,197	)
Net increase (decrease) in net assets resulting from   operations	$        1,978		$        2,512		$      22,667	$    (41,493	)	$    (74,029	)	$    (52,585	)	$  (197,535	)	$    (24,963	)

* On December 8, 2000, shares of Panorama LifeSpan Balanced Portfolio were substituted for shares in the Oppenheimer Multiple Strategies Fund/VA.

** On December 8, 2000, shares of Panorama LifeSpan Capital Appreciation Portfolio were substituted for shares of Oppenheimer Main Street® Growth & Income Fund/VA.

See Notes to Financial Statements.

F-7

Massachusetts Mutual Variable Life Separate Account I -

Strategic Group Variable Universal Life® Segment

STATEMENT OF CHANGES IN NET ASSETS

For The Year Ended December 31, 2000

	MML Equity Division		MML Managed Bond Division		MML Equity Index Division		MML Small Cap Value Equity Division		Oppenheimer Money Division		Oppenheimer Bond Division		Oppenheimer High Income Division		Oppenheimer Aggressive Growth Division		Oppenheimer Capital Appreciation Division
Increase (decrease) in net assets
Operations:
Net investment income (loss)	$        54,440		$        14,307		$          9,942		$          1,109		$      107,844		$        98,836		$        54,104		$      117,363		$      240,787
Net realized gain (loss) on investments	(4,533	)	144		750,074		346		-		(11,409	)	(38,754	)	92,472		75,289
Change in net unrealized     appreciation/depreciation of     investments	(17,219	)	15,643		(1,301,323	)	9,799		-		(14,407	)	(48,335	)	(1,063,519	)	(476,236	)
Net increase (decrease) in net assets   resulting from operations	32,688		30,094		(541,307	)	11,254		107,844		73,020		(32,985	)	(853,684	)	(160,160	)
Capital transactions: (Note 7)
Transfer of net premium	149,369		32,253		1,070,606		40,599		2,113,487		82,381		40,666		467,080		665,056
Transfer from (to) Guaranteed Principal     Account	398,422		325,939		632,260		169,987		824,065		183,048		210,348		959,354		661,928
Transfer of surrender values	(850	)	-		(35,835	)	-		(101,243	)	(82,475	)	(97,419	)	(42,092	)	(178,872	)
Transfer due to policy loans, net of     repayments	-		-		(1,048	)	-		-		-		-		(2,434	)	(1,153	)
Transfer due to reimbursement (payment) of     accumulation unit value fluctuation	(5,250	)	4,497		14,669		(735	)	9,075		881		(915	)	114,415		43,528
Withdrawal due to charges for administrative     and insurance costs	(2,654	)	(1,611	)	(43,678	)	(1,306	)	(47,356	)	(10,002	)	(3,738	)	(42,743	)	(54,930	)
Divisional transfers	34,689		(42,574	)	(324,415	)	2,288		(205,388	)	(68,628	)	(3,605	)	219,095		207,374
Net increase (decrease) in net assets   resulting from capital transactions	573,726		318,504		1,312,559		210,833		2,592,640		105,205		145,337		1,672,675		1,342,931
Total increase (decrease)	606,414		348,598		771,252		222,087		2,700,484		178,225		112,352		818,991		1,182,771
NET ASSETS, at beginning of the year	38,589		63,347		4,344,421		4,162		668,986		1,277,988		618,080		3,350,085		3,635,534
NET ASSETS, at end of the year	$      645,003		$      411,945		$  5,115,673		$      226,249		$  3,369,470		$  1,456,213		$      730,432		$  4,169,076		$  4,818,305

See Notes to Financial Statements.

F-8

Massachusetts Mutual Variable Life Separate Account I -

Strategic Group Variable Universal Life® Segment

STATEMENT OF CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2000

	Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division		Oppenheimer Main Street Growth & Income Division		Oppenheimer Small Cap Growth Division		Panorama Total Return Division		Panorama Growth Division		*Oppenheimer International Growth Division		**Panorama LifeSpan Diversified Income Division
Increase (decrease) in net assets
Operations:
Net investment income (loss)	$      27,503		$    222,975		$      26,493		$    100,110		$        8,652		$    159,473		$    227,520		$    162,747		$        2,621
Net realized gain (loss) on     investments	(1,615	)	24,060		(7,385	)	9,781		5,061		(40,949	)	(59,272	)	22,824		2,964
Change in net unrealized     appreciation/depreciation of     investments	(12,522	)	(238,766	)	(11,504	)	(359,651	)	(102,230	)	(165,123	)	(340,442	)	(344,257	)	4
Net increase (decrease) in net assets   resulting from operations	13,366		8,269		7,604		(249,760	)	(88,517	)	(46,599	)	(172,194	)	(158,686	)	5,589
Capital transactions: (Note 7)
Transfer of net premium	103,164		306,794		103,874		341,849		123,875		139,681		290,487		147,189		4,938
Transfer from (to) Guaranteed Principal     Account	72,116		305,134		86,073		411,446		206,046		235,261		32,483		397,510		30,058
Transfer of surrender values	(5,661	)	(20,942	)	(3,939	)	(60,597	)	(5,711	)	(20,995	)	(43,373	)	(12,482	)	-
Transfer due to policy loans, net of     repayments	-		(912	)	-		(968	)	-		(822	)	(766	)	(322	)	-
Transfer due to reimbursement     (payment) of accumulation unit value     fluctuation	5,603		12,760		761		7,612		6,381		(2,715	)	15,589		10,050		461
Withdrawal due to charges for     administrative and insurance costs	(5,797	)	(17,710	)	(1,502	)	(36,557	)	(2,799	)	(19,053	)	(10,638	)	(8,026	)	(1,557	)
Divisional transfers	301,373		248,005		(4,319	)	131,550		53,393		(448,953	)	(95,540	)	37,911		(86,357	)
Net increase (decrease) in net assets   resulting from capital transactions	470,798		833,129		180,948		794,335		381,185		(117,596	)	188,242		571,830		(52,457	)
Total increase (decrease)	484,164		841,398		188,552		544,575		292,668		(164,195	)	16,048		413,144		(46,868	)
NET ASSETS, at beginning of the   year	263,597		1,236,943		344,632		1,984,590		53,860		1,361,196		1,064,562		758,326		46,868
NET ASSETS, at end of the year	$  747,761		$2,078,341		$  533,184		$2,529,165		$  346,528		$1,197,001		$1,080,610		$1,171,470		$          -

* Prior to May 1, 2000, this Division was called the Panorama International Equity Division

** On December 8, 2000, shares of Panorama LifeSpan Diversified Income Portfolio were substituted for shares in the Oppenheimer Multiple Strategies Fund/VA.

See Notes to Financial Statements.

F-9

Massachusetts Mutual Variable Life Separate Account I -

Strategic Group Variable Universal Life® Segment

STATEMENT OF CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2000

	*Panorama LifeSpan Balanced Division		**Panorama LifeSpan Capital Appreciation Division		T. Rowe Price Mid-Cap Growth Division		T. Rowe Price New America Growth Division		Fidelity VIP II Contrafund Division		MFS New Discovery Division		MFS Emerging Growth Division		MFS Research Division
Increase (decrease) in net assets
Operations:
Net investment income (loss)	$        15,462		$        11,776		$        10,979		$        40,766		$        34,613		$          2,896		$        27,541		$          5,234
Net realized gain (loss) on investments	(311	)	2,509		2,767		(870	)	(698	)	3,029		22,904		2,108
Change in net unrealized appreciation/depreciation of     investments	(13,173	)	(11,773	)	8,921		(81,389	)	(107,944	)	(58,510	)	(247,980	)	(32,305	)
Net increase (decrease) in net assets resulting from operations	1,978		2,512		22,667		(41,493	)	(74,029	)	(52,585	)	(197,535	)	(24,963	)
Capital transactions: (Note 7)
Transfer of net premium	12,873		11,752		151,850		136,215		416,128		61,953		207,973		83,049
Transfer to (from) Guaranteed Principal Account	84,899		52,924		568,938		247,238		576,559		218,908		420,622		137,798
Transfer of surrender values	(5,836	)	(4,537	)	(17,131	)	(556	)	(16,417	)	(5,622	)	(37,762	)	-
Transfer due to policy loans, net of repayments	-		-		-		-		-		-		-		-
Transfer due to reimbursement (payment) of accumulation unit     value fluctuation	1,545		1,663		46,800		7,483		16,011		18,236		32,601		5,232
Withdrawal due to charges for administrative and insurance     costs	(698	)	(868	)	(7,723	)	(1,822	)	(13,798	)	(6,423	)	(9,773	)	(2,601	)
Divisional transfers	(221,589	)	(139,696	)	86,048		27,277		(3,198	)	130,239		155,819		9,201
Net increase (decrease) in net assets resulting from capital   transactions	(128,806	)	(78,762	)	828,782		415,835		975,285		417,291		769,480		232,679
Total increase (decrease)	(126,828	)	(76,250	)	851,449		374,342		901,256		364,706		571,945		207,716
NET ASSETS, at beginning of the year	126,828		76,250		43,459		16,675		180,171		80,073		152,984		16,381
NET ASSETS, at end of the year	$                -		$                -		$      894,908		$      391,017		$  1,081,427		$      444,779		$      724,929		$      224,097

* On December 8, 2000, shares of Panorama LifeSpan Balanced Portfolio were substituted for shares in the Oppenheimer Multiple Strategies Fund/VA.

** On December 8, 2000, shares of Panorama LifeSpan Capital Appreciation Portfolio were substituted for shares of Oppenheimer Main Street Growth & Income Fund/VA.

See Notes to Financial Statements.

F-10

Massachusetts Mutual Variable Life Separate Account I - 

Strategic Group Variable Universal Life® Segment

STATEMENT OF CHANGES IN NET ASSETS

For The Year Ended December 31, 1999

	***MML Equity Division		***MML Managed Bond Division		MML Equity Index Division		***MML Small Cap Value Equity Division		Oppenheimer Money Division		Oppenheimer Bond Division		Oppenheimer High Income Division		*Oppenheimer Aggressive Growth Division		**Oppenheimer Capital Appreciation Division
Increase (decrease) in net assets
Operations:
Net investment income	$          1,118		$          2,173		$        29,024		$              24		$        23,403		$        59,450		$        39,284		$      (14,055	)	$        75,650
Net realized gain (loss) on investments	(24	)	(4	)	85,323		(13	)	-		(8,930	)	(22,532	)	13,799		52,282
Change in net unrealized     appreciation/depreciation of     investments	(2,572	)	(2,105	)	506,454		(136	)	-		(82,099	)	4,262		1,377,759		876,017
Net increase (decrease) in net assets   resulting from operations	(1,478	)	64		620,801		(125	)	23,403		(31,579	)	21,014		1,377,503		1,003,949
Capital transactions: (Note 7)
Transfer of net premium	36,313		59,114		1,252,175		2,490		402,710		267,960		189,277		654,692		677,177
Transfer to Guaranteed Principal     Account	-		-		-		-		-		(51	)	(52	)	(40	)	(359	)
Transfer of surrender values	-		-		(14,611	)	-		-		(143,161	)	(129,414	)	(3,119	)	(33,997	)
Transfer due to death	-		-		-		-		-		-		-		-		(2,687	)
Transfer due to policy loans, net of     repayments	-		-		(4,791	)	-		-		-		-		(1,242	)	-
Transfer due to reimbursement (payment)     of accumulation unit value fluctuation	(683	)	(143	)	1,086		6		(18,360	)	(1,180	)	548		4,972		(1,039	)
Withdrawal due to charges for     administrative and insurance costs	(309	)	(108	)	(16,552	)	(181	)	(13,098	)	(3,787	)	(3,468	)	(15,893	)	(21,495	)
Divisional Transfers	4,746		4,420		157,734		1,972		(136,795	)	(109,004	)	(78,067	)	143,192		37,651
Net increase in net assets resulting from   capital transactions	40,067		63,283		1,375,041		4,287		234,457		10,777		(21,176	)	782,562		655,251
Total increase	38,589		63,347		1,995,842		4,162		257,860		(20,802	)	(162	)	2,160,065		1,659,200
NET ASSETS, at beginning of the   period/year	-		-		2,348,579		-		411,126		1,298,790		618,242		1,190,020		1,976,334
NET ASSETS, at end of the year	$        38,589		$        63,347		$  4,344,421		$          4,162		$      668,986		$  1,277,988		$      618,080		$  3,350,085		$  3,635,534

*    The Oppenheimer Aggressive Growth Division invests in the Oppenheimer Aggressive Growth Fund/VA. Prior to May 1, 1998, the Oppenheimer Aggressive Growth Fund/VA was called the Oppenheimer Capital Appreciation Fund. Prior to May 1, 1998, the Oppenheimer Aggressive Growth Division was called the Oppenheimer Capital Appreciation Division.

**   The Oppenheimer Capital Appreciation Division invests in the Oppenheimer Capital Appreciation Fund/VA. Prior to May 1, 1998, the Oppenheimer Capital Appreciation Fund/VA was called the Oppenheimer Growth Fund. Prior to May 1, 1998 the Oppenheimer Capital Appreication Division was called the Oppenheimer Growth Division.

***  For the Period May 3, 1999 (Commencement of Operations) Through December 31, 1999.

See Notes to Financial Statements.

F-11

Massachusetts Mutual Variable Life Separate Account I - 

Strategic Group Variable Universal Life® Segment

STATEMENT OF CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 1999

	Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division		*Oppenheimer Main Street Growth & Income Division		***Oppenheimer Small Cap Growth Division		Panorama Total Return Division		Panorama Growth Division		**Panorama International Equity Division		Panorama LifeSpan Diversified Income Division
Increase (decrease) in net assets
Operations:
Net investment income	$    15,666		$      17,066		$    23,430		$        4,225		$            (87	)	$      69,776		$      42,368		$      2,222		$        2,428
Net realized gain (loss) on     investments	(3,065	)	34,261		(9,753	)	1,066		17		(34,047	)	(59,775	)	8,040		(2,299	)
Change in net unrealized     appreciation/depreciation of     investments	11,869		379,502		(2,866	)	303,600		15,993		(71,592	)	(39,014	)	231,991		(923	)
Net increase (decrease) in net assets   resulting from operations	24,470		430,829		10,811		308,891		15,923		(35,863	)	(56,421	)	242,253		(794	)
Capital transactions: (Note 7)
Transfer of net premium	67,036		393,826		126,512		527,588		29,397		397,377		259,017		381,356		3,679
Transfer to Guaranteed Principal     Account	(76	)	(78	)	-		(90	)	-		-		(90	)	(344	)	-
Transfer of surrender values	(84	)	(16,513	)	(128,491	)	(17,890	)	-		(115,068	)	(72,066	)	(790	)	5,314
Transfer due to policy loans, net of     repayments	-		(792	)	-		(2,585	)	-		-		-		(1,436	)	-
Transfer due to reimbursement     (payment of accumulation unit value     fluctuation	1,481		(3,036	)	79		(920	)	375		2,302		1,024		267		1,744
Withdrawal due to charges for     administrative and insurance     costs	(2,778	)	(7,358	)	(2,327	)	(14,793	)	(59	)	(21,638	)	(5,357	)	(2,775	)	(5,646	)
Divisional transfers	(38,494	)	9,826		(57,890	)	20,939		8,224		(74,293	)	(96,187	)	(8,897	)	(6,560	)
Net increase in net assets resulting from   capital transactions	27,085		375,875		(62,117	)	512,249		37,937		188,680		86,341		367,381		(1,469	)
Total increase	51,555		806,704		(51,306	)	821,140		53,860		152,817		29,920		609,634		(2,263	)
NET ASSETS, at beginning of the   year	212,042		430,239		395,938		1,163,450		-		1,208,379		1,034,642		148,692		49,131
NET ASSETS, at end of the year	$  263,597		$1,236,943		$  344,632		$1,984,590		$      53,860		$1,361,196		$1,064,562		$  758,326		$      46,868

* Prior to May 1, 1998, the Oppenheimer Main Street Growth & Income Division was called the Oppenheimer Growth & Income Division and the Oppenheimer Main Street Growth & Income Fund/VA was called the Oppenheimer Growth & Income Fund.

** The Panorama International Equity Division invests in the Oppenheimer International Growth Fund/VA. Prior to October 1, 1999, Oppenheimer Growth Fund/VA was called the Panorama International Equity Portfolio.

*** For the Period May 3, 1999 (Commencement of Operations) Through December 31, 1999.

See Notes to Financial Statements.

F-12

Massachusetts Mutual Variable Life Separate Account I - 
Strategic Group Variable Universal Life® Segment

STATEMENT OF CHANGES IN NET ASSETS (Continued)

For the Year Ended December 31, 1999

	Panorama LifeSpan Balanced Division		Panorama LifeSpan Capital Appreciation Division		***T. Rowe Price Mid-Cap Growth Division		***T. Rowe Price New America Growth Division		***Fidelity VIP II Contrafund Division		***MFS New Discovery Division		***MFS Emerging Growth Division		***MFS Research Division
Increase (decrease) in net assets
Operations:
Net investment income (loss)	$      1,916		$        688		$        347		$        860		$        (366	)	$      1,357		$        (178	)	$          (11	)
Net realized gain (loss) on investments	(185	)	(141	)	8		25		113		(2	)	(613	)	7
Change in net unrealized appreciation/depreciation of     investments	14,592		11,934		5,939		480		17,644		7,608		36,524		1,408
Net increase (decrease) in net assets resulting from   operations	16,323		12,481		6,294		1,365		17,391		8,963		35,733		1,404
Capital transactions: (Note 7)
Transfer of net premium	48,167		20,624		4,451		10,098		117,178		1,619		41,473		14,418
Transfer from (to) Guaranteed Principal Account	-		-		-		-		(226	)	-		-		-
Transfer of surrender values	-		(6,722	)	-		-		-		-		-		-
Transfer due to policy loans, net of repayments	-		-		-		-		-		-		-		-
Transfer due to reimbursement (payment) of accumulation unit     value fluctuation	254		349		(343	)	(518	)	2,446		(12	)	2,127		269
Withdrawal due to charges for administrative and insurance     costs	(328	)	1,199		(216	)	(21	)	(832	)	(33	)	23		(34	)
Divisional transfers	(5,754	)	(3,489	)	33,273		5,751		44,214		69,536		73,628		324
Net increase (decrease) in net assets resulting from capital   transactions	42,339		11,961		37,165		15,310		162,780		71,110		117,251		14,977
Total increase	58,662		24,442		43,459		16,675		180,171		80,073		152,984		16,381
NET ASSETS, at beginning of the period/year	68,166		51,808		-		-		-		-		-		-
NET ASSETS, at end of the year	$  126,828		$    76,250		$    43,459		$    16,675		$  180,171		$    80,073		$  152,984		$    16,381

*** For the Period May 3, 1999 (Commencement of Operations) Through December 31, 1999.

See Notes to Financial Statements.

F-13

Massachusetts Mutual Variable Life Separate Account I - 

Strategic Group Variable Universal Life® Segment

Notes To Financial Statements

1. HISTORY

Massachusetts Mutual Variable Life Separate Account I (“Separate Account I”) is a separate investment account established on July 13, 1988, by Massachusetts Mutual Life Insurance Company (“MassMutual”) in accordance with the provisions of Section 132G of Chapter 175 of the Massachusetts General Laws.

MassMutual maintains eleven segments within Separate Account I. The initial segment (“Variable Life Plus Segment”) is used exclusively for MassMutual’s flexible premium variable whole life insurance policy, known as Variable Life Plus.

On March 30, 1990, MassMutual established a second segment (“Large Case Variable Life Plus Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium variable whole life insurance policy with table of selected face amounts, known as Large Case Variable Life Plus.

On July 5, 1995, MassMutual established a third segment (“Strategic Variable Life Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium variable whole life insurance policy with table of selected face amounts, known as Strategic Variable Life®.

On July 24, 1995, MassMutual established a fourth segment (“Variable Life Select Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium variable whole life insurance policy, known as Variable Life Select.

On February 11, 1997, MassMutual established a fifth segment (“Strategic GVUL Segment”) within Separate Account I to be used exclusively for MassMutual’s group flexible premium adjustable life insurance policy, known as Strategic Group Variable Universal Life®.

On November 12, 1997, MassMutual established a sixth segment (“SVUL Segment”) within Separate Account I to be used exclusively for MassMutual’s survivorship flexible premium adjustable variable life insurance policy with variable rider, known as Survivorship Variable Universal Life.

On November 12, 1997, MassMutual established a seventh segment (“VUL Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium adjustable variable life insurance policy, known as Variable Universal Life.

On July 13, 1998, MassMutual established an eighth segment (“Strategic Variable Life Plus Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium variable universal life insurance policy, known as Strategic Variable Life® Plus.

On November 23, 1999, MassMutual established a ninth segment (“SVUL II Segment”) within Separate Account I to be used exclusively for MassMutual’s new survivorship flexible premium adjustable variable life insurance policy, known as Survivorship Variable Universal Life II.

On November 20, 2000, MassMutual established a tenth segment (“VUL II Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium adjustable variable life insurance policy, known as Variable Universal Life II.

On November 20, 2000, MassMutual established an eleventh segment (“LVUL Segment”) within Separate Account I to be used exclusively for MassMutual’s flexible premium adjustable variable life insurance policy, known as Leadership Variable Universal Life.

MassMutual paid $16,000 to the Strategic GVUL Segment on October 1, 1997 to provide initial capital: 5,513 shares were purchased in the three management investment companies described in Note 2 supporting the twenty six divisions of Strategic GVUL Segment.

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

Notes To Financial Statements (Continued)

2. INVESTMENT OF STRATEGIC GVUL SEGMENT’S ASSETS

The Strategic GVUL Segment consists of twenty-three divisions. Each division invests in corresponding shares of either the MML Series Investment Fund (“MML Trust”), Oppenheimer Variable Account Funds (“Oppenheimer Trust”), Panorama Series Fund, Inc. (“Panorama Fund”), T. Rowe Price Equity Series, Inc., (“T. Rowe Price”), Fidelity® Variable Insurance Products Fund II (“Fidelity’s VIP II”) or the MFS® Variable Insurance Trust  ^SM (“MFS Trust”). At any one time, only eight divisions of the Separate Account plus the Guaranteed Principal Account (“GPA”) are available to a policyowner.

MML Trust is an open-end, management investment company registered under the 1940 Act. Four of its eleven separate series are available to the Strategic GVUL Segment’s policyowners: MML Equity Fund, MML Managed Bond Fund, MML Equity Index Fund (Class II Shares) and MML Small Cap Value Equity Fund. MassMutual serves as investment manager of each of the MML Funds pursuant to an investment management agreement. David L. Babson and Company, Inc. (“Babson”), a controlled subsidiary of MassMutual, serves as the sub-adviser to the MML Equity Fund, MML Managed Bond Fund and MML Small Cap Value Equity Fund. MassMutual has entered into an agreement with the Bankers Trust Company, doing business under the marketing name Deutsche Asset Management, Inc., to serve as the investment sub-adviser to the MML Equity Index Fund (Class II Shares).

Oppenheimer Trust is a diversified open-end, management investment company registered under the 1940 Act, with ten of its Funds available to the Strategic GVUL Segment’s policyowners: 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.

Panorama Fund is an open-end, diversified management investment company registered under the 1940 Act, with three of its Portfolios available to the Strategic GVUL Segment’s policyowners: Panorama Total Return Portfolio, Panorama Growth Portfolio, Oppenheimer International Growth Fund/VA (prior to October 1, 1999, this Fund was called the Panorama International Equity Portfolio). Prior to December 8, 2000, the Panorama LifeSpan Diversified Income Portfolio, Panorama LifeSpan Balanced Portfolio and Panorama Capital Appreciation Portfolio were available to the Pan Premier Segment’s policyowners. On December 8, 2000, shares of Panorama LifeSpan Diversified Income Portfolio and Panorama LifeSpan Balanced Portfolio were substituted for shares of Oppenheimer Multiple Strategies Fund/VA. Panorama LifeSpan Capital Appreciation Portfolio was substituted for shares of Oppenheimer Main Street® Growth & Income Fund/VA.

OppenheimerFunds, Inc. (“OFI”), a controlled subsidiary of MassMutual, serves as investment manager to the Oppenheimer Trust and Panorama Fund.

T. Rowe Price is an open-end, diversified investment company registered under the 1940 Act with two of its separate series of shares available to the Strategic GVUL Segment’s policyowners: T. Rowe Price Mid-Cap Growth Portfolio and T. Rowe Price New America Growth Portfolio. T. Rowe Price Associates, Inc. serves as investment adviser to each of the Portfolios.

Fidelity’s VIP II is an open-end, diversified management investment company registered under the 1940 Act with one of its Portfolios available to the Strategic GVUL Segment’s policyowners: the Contrafund® Portfolio (Service Class). Fidelity Management & Research Company (“FMR”) is the investment adviser to the Contrafund® Portfolio (Service Class). Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research (Far East) Inc., serve as the sub-advisers to the Portfolio.

MFS Trust is an open-end, management investment company registered under the 1940 Act with three of its separate series of shares available to the Strategic GVUL Segment’s policyowners: MFS® New Discovery Series, MFS® Emerging Growth Series and MFS® Research Series. Massachusetts Financial Services Company serves as investment adviser to the MFS Trust.

In addition to the twenty-three divisions, a policyowner may also allocate funds to the GPA, which is part of MassMutual’s general account. Because of exemptive and exclusionary provisions, interests in the GPA, are not registered under the Securities Act of 1933. Also, the general account is not registered as an investment company under the 1940 Act.

Notes To Financial Statements (Continued)

3. SIGNIFICANT ACCOUNTING POLICIES

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

A.    Investment Valuation

Investments in the MML Trust, the Oppenheimer Trust, the Panorama Fund, T. Rowe Price, Fidelity’s VIP II and MFS Trust are each stated at market value which is the net asset value per share 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

MassMutual is taxed under federal law as a life insurance company under the provisions of the 1986 Internal Revenue Code, as amended. Strategic GVUL Segment is part of MassMutual’s total operation and is not taxed separately. Strategic GVUL Segment 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 of Strategic GVUL Segment credited to the policies. Accordingly, MassMutual does not intend to make any charge to Strategic GVUL Segment divisions to provide for company income taxes. MassMutual may, however, make such a charge in the future if an unanticipated change of current law results in a company tax liability attributable to Strategic GVUL Segment.

D.    Policy Loan

When a policy loan is made, Strategic GVUL Segment transfers the amount of the loan to MassMutual, thereby decreasing both the investments and net assets of Strategic GVUL Segment by an equal amount. The interest rate charged on any loan is 6% per year or the policyowner may select an adjustable loan rate at the time of application. All loan repayments are allocated to the GPA.

The policyowner earns interest at a rate which is the greater of 3% or the policy loan rate less a MassMutual declared charge (maximum 1.25%) for expenses and taxes.

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

MassMutual charges the Strategic GVUL Segment divisions for the mortality and expense risks it assumes. The charge is made daily at a current effective annual rate of 0.75% of the value of each division’s net assets.

MassMutual makes certain deductions from the annual premium before amounts are allocated to the Strategic GVUL Segment or the GPA. A deduction as a percentage of premium is made for sales charges, state premium taxes and the deferred acquisition cost tax expense. No additional deductions are taken when money is transferred from the GPA to the Strategic GVUL Segment. MassMutual also makes certain charges for the cost of insurance and administrative costs.

5. SALES AGREEMENTS

MML Distributors, LLC (“MML Distributors”), a wholly owned subsidiary of MassMutual, serves as principal underwriter of the policies. 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 policies.

MML Investors Services, Inc. (“MMLISI”), a wholly owned subsidiary of MassMutual, serves as co-underwriter of the policies. 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 policies 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 policies are paid by MassMutual on behalf of MML Distributors or MMLISI. MML Distributors and MMLISI also receive compensation for their activities as underwriters of the policies.

6. PURCHASES AND SALES OF INVESTMENT

For The Year Ended December 31, 2000	MML Equity Division		MML Managed Bond Division		MML Equity Index Division		MML Small Cap Value Equity Division		Oppenheimer Money Division		Oppenheimer Bond Division		Oppenheimer High Income Division		Oppenheimer Aggressive Growth Division		Oppenheimer Capital Appreciation Division
Cost of Purchases	657,940		379,500		6,555,228		218,797		3,645,019		385,284		421,606		1,959,658		1,847,950
Proceeds from sales	(27,484	)	(45,043	)	(5,178,152	)	(6,429	)	(2,726,139	)	(181,193	)	(222,180	)	(166,125	)	(261,960	)
For The Year Ended December 31, 2000 (Continued)	Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division		Oppenheimer Main Street Growth & Income Division		Oppenheimer Small Cap Growth Division		Panorama Total Return Division		Panorama Growth Division		Oppenheimer International Growth Division		Panorama LifeSpan Diversified Income Division
Cost of Purchases	523,570		1,134,986		283,772		1,020,358		472,808		534,149		572,235		808,289		41,980
Proceeds from sales	(34,953	)	(76,010	)	(76,330	)	(126,208	)	(82,470	)	(491,533	)	(156,661	)	(71,826	)	(91,904	)
For The Year Ended December 31, 2000 (Continued)	Panorama LifeSpan Balanced Division		Panaorama LifeSpan Capital Appreciation Division		T. Rowe Price Mid-Cap Growth Division		T. Rowe Price New America Growth Division		Fidelity VIP II Contrafund Division		MFS New Discovery Division		MFS Emerging Growth Division		MFS Research Division
Cost of Purchases	119,531		84,634		858,579		475,832		1,094,373		440,666		890,632		254,997
Proceeds from sales	(233,110	)	(151,768	)	(17,357	)	(18,550	)	(82,520	)	(19,746	)	(92,481	)	(16,699	)

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN ACCUMULATION UNITS

For The Year Ended December 31, 2000	MML Equity Division		MML Managed Bond Division		MML Equity Index Division		MML Small Cap Value Equity Division		Oppenheimer Money Division		Oppenheimer Bond Division		Oppenheimer High Income Division		Oppenheimer Aggressive Growth Division		Oppenheimer Capital Appreciation Division
Units purchased	260,439		48,953		1,061,817		47,768		4,627,537		111,998		176,305		308,021		542,695
Units withdrawn and transferred to   Guaranteed Principal Account	487,841		285,857		207,432		154,297		558,763		108,359		199,364		558,250		490,140
Units transferred between   divisions	(81,099	)	(19,358	)	(395,520	)	(12,062	)	(2,888,976	)	(121,432	)	(235,404	)	(127,914	)	(302,386	)
Net Increase (decrease)	667,181		315,452		873,729		190,003		2,297,324		98,925		140,265		738,357		730,449
Units, at beginning of the year	43,401		64,477		2,812,459		4,026		607,709		1,205,997		592,126		1,789,753		2,158,867
Units, at end of the year	710,582		379,929		3,686,188		194,029		2,905,033		1,304,922		732,391		2,528,110		2,889,316

For The Year Ended December 31, 2000 (continued)	Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division		Oppenheimer Main Street Growth & Income Division		Oppenheimer Small Cap Growth Division		Panorama Total Return Division		Panorama Growth Division		Oppenheimer International Growth Division		Panorama LifeSpan Diversified Income Division
Units purchased	150,560		218,069		149,036		403,692		107,339		168,201		539,207		105,402		10,611
Units withdrawn and transferred to   Guaranteed Principal Account	307,263		296,736		77,363		436,778		156,724		(208,013	)	(68,365	)	250,576		(47,877	)
Units transferred between   divisions	(75,965	)	(77,213	)	(56,235	)	(207,214	)	(31,055	)	(75,849	)	(290,997	)	(33,872	)	(7,401	)
Net Increase (decrease)	381,858		437,592		170,164		633,256		233,008		(115,661	)	179,845		322,106		(44,667	)
Units, at beginning of the year	226,604		716,377		328,059		1,554,177		33,584		1,267,697		1,052,425		448,380		44,667
Units, at end of the year	608,462		1,153,969		498,223		2,187,433		266,592		1,152,036		1,232,270		770,486		-
For The Year Ended December 31, 2000 (continued)	Panorama LifeSpan Balanced Division		Panorama LifeSpan Capital Appreciation Division		T. Rowe Price Mid-Cap Growth Division		T. Rowe Price New America Growth Division		Fidelity VIP II Contrafund Division		MFS New Discovery Division		MFS Emerging Growth Division		MFS Research Division
Units purchased	21,344		15,009		191,212		223,405		566,096		53,636		207,053		100,261
Units withdrawn and transferred to   Guaranteed Principal Account	(112,841	)	(67,450	)	570,058		267,164		521,553		201,996		352,590		121,421
Units transferred between   divisions	(15,580	)	(9,862	)	(86,703	)	(94,524	)	(217,411	)	(23,719	)	(103,173	)	(34,206	)
Net Increase (decrease)	(107,077	)	(62,303	)	674,567		396,045		870,238		231,913		456,470		187,476
Units, at beginning of the year	107,077		62,303		36,832		15,571		158,730		49,241		92,433		13,902
Units, at end of the year	-		-		711,399		411,616		1,028,968		281,154		548,903		201,378

Notes To Financial Statements (Continued)

7. NET INCREASE (DECREASE) IN ACCUMULATION UNITS (Continued)

For The Year Ended December 31, 1999 and *For the Period May 3, 1999 (Commencement of Operations) Through December 31, 1999	*MML Equity Division		*MML Managed Bond Division		MML Equity Index Division		*MML Small Cap Value Equity Division		Oppenheimer Money Division		Oppenheimer Bond Division		Oppenheimer High Income Division		Oppenheimer Aggressive Growth Division		Oppenheimer Capital Appreciation Division
Units purchased	10,042		7,341		690,863		67		199,473		196,805		164,906		286,561		443,846
Units withdrawn and transferred to   Guaranteed Principal Account	(1,374	)	(437	)	(245,660	)	(177	)	(62,926	)	(193,616	)	(171,201	)	(101,524	)	(237,626	)
Units transferred between   divisions	34,733		57,573		551,562		4,136		82,052		4,809		(14,641	)	446,138		302,590
Net Increase	43,401		64,477		996,765		4,026		218,599		7,998		(20,936	)	631,175		508,810
Units, at beginning of the   period/year	-		-		1,815,694		-		389,110		1,197,999		613,062		1,158,578		1,650,057
Units, at end of the year	43,401		64,477		2,812,459		4,026		607,709		1,205,997		592,126		1,789,753		2,158,867
For The Year Ended December 31, 1999 and *For the Period May 3, 1999 (Commencement of Operations) Through December 31, 1999 (continued)	Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division		Oppenheimer Main Street Growth & Income Division		*Oppenheimer Small Cap Growth Division		Panorama Total Return Division		Panorama Growth Division		Panorama International Equity Division		Panorama LifeSpan Diversified Income Division
Units purchased	46,642		207,866		95,888		325,902		27,331		295,355		337,635		124,939		93,329
Units withdrawn and transferred to   Guaranteed Principal Account	(16,764	)	(110,204	)	(140,308	)	(131,234	)	(990	)	(255,299	)	(276,775	)	(60,928	)	(88,881	)
Units transferred between   divisions	(5,541	)	226,762		(12,176	)	258,879		7,243		127,836		14,503		253,154		(5,862	)
Net Increase	24,337		324,424		(56,596	)	453,547		33,584		167,892		75,363		317,165		(1,414	)
Units, at beginning of the   period/year	202,267		391,953		384,655		1,100,630		-		1,099,805		977,062		131,215		46,081
Units, at end of the year	226,604		716,377		328,059		1,554,177		33,584		1,267,697		1,052,425		448,380		44,667
For The Year Ended December 31, 1999 and *For the Period May 3, 1999 (Commencement of Operations) Through December 31, 1999 (continued)	Panorama LifeSpan Balanced Division		Panorama LifeSpan Capital Appreciation Division		*T. Rowe Price Mid-Cap Growth Division		*T. Rowe Price New America Growth Division		*Fidelity VIP II Contrafund Division		*MFS New Discovery Division		*MFS Emerging Growth Division		*MFS Research Division
Units purchased	29,443		22,477		2,691		3,613		87,471		1,283		77,424		23,509
Units withdrawn and transferred to   Guaranteed Principal Account	(14,561	)	(20,085	)	(205	)	(705	)	(31,499	)	(392	)	(62,155	)	(11,801	)
Units transferred between   divisions	25,875		9,351		34,346		12,663		102,758		48,350		77,164		2,194
Net Increase	40,757		11,743		36,832		15,571		158,730		49,241		92,433		13,902
Units, at beginning of the   period/year	66,320		50,560		-		-		-		-		-		-
Units, at end of the year	107,077		62,303		36,832		15,571		158,730		49,241		92,433		13,902

Report of Independent Auditors

To the Board of Directors and Policyholders of

Massachusetts Mutual Life Insurance Company

We have audited the accompanying statutory statements of financial position of Massachusetts Mutual Life Insurance Company (the “Company”) as of December 31, 2000 and 1999, and the related statutory statements of income, changes in policyholders’ contingency reserves, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The statutory financial statements of the Company for the year ended December 31, 1998 were audited by other auditors. Their report, dated February 25, 1999, expressed an opinion that those statements were not fairly presented in conformity with accounting principles generally accepted in the United States of America; however, such report also expressed an unqualified opinion on those financial statements’ conformity with the statutory basis of accounting described in Note 1 to the financial statements.

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

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

In our opinion, because of the effects of the matters discussed in the preceding paragraph, the 2000 and 1999 statutory financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States of America, the financial position of Massachusetts Mutual Life Insurance Company as of December 31, 2000 and 1999, or the results of its operations or its cash flows for the years then ended.

In our opinion, the 2000 and 1999 statutory financial statements referred to above present fairly, in all material respects, the financial position of Massachusetts Mutual Life Insurance Company at December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended on the statutory basis of accounting described in Note 1.

DELOITTE & TOUCHE LLP

Hartford, Connecticut

February 8, 2001

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENTS OF FINANCIAL POSITION

	December 31,
	2000	1999
	(In Millions)
Assets:
Bonds	$25,212.5	$24,598.4
Common stocks	486.8	393.1
Mortgage loans	6,949.5	6,540.8
Real estate	2,017.0	2,138.8
Other investments	2,842.8	2,418.2
Policy loans	5,727.1	5,466.9
Cash and short-term investments	2,292.4	1,785.8
Total invested assets	45,528.1	43,342.0
Other assets	1,436.3	1,330.7
	46,964.4	44,672.7
Separate account assets	18,820.6	20,453.0
Total assets	$65,785.0	$65,125.7

See Notes to Statutory Financial Statements.

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENTS OF FINANCIAL POSITION, Continued

	December 31,
	2000	1999
	(In Millions)
Liabilities:
Policyholders’ reserves and funds	$39,117.3	$37,191.6
Policyholders’ dividends	1,130.3	1,070.8
Policyholders’ claims and other benefits	333.5	328.8
Federal income taxes	740.2	734.3
Asset valuation and other investment reserves	892.6	993.9
Other liabilities	915.8	943.0
	43,129.7	41,262.4
Separate account liabilities	18,819.7	20,452.0
Total liabilities	61,949.4	61,714.4
Policyholders’ contingency reserves	3,835.6	3,411.3
Total liabilities and policyholders’ contingency reserves	$65,785.0	$65,125.7

See Notes to Statutory Financial Statements.

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENTS OF INCOME

	Years Ended December 31,
	2000		1999	1998
	(In Millions)
Revenue:
Premium income	$  9,902.5		$  7,630.3	$  7,482.2
Net investment income	3,313.6		3,075.8	2,956.8
Fees and other income	(70.7	)	184.3	154.0
Total revenue	13,145.4		10,890.4	10,593.0
Benefits and expenses:
Policyholders’ benefits and payments	9,238.4		7,294.0	5,873.9
Addition to policyholders’ reserves and funds	1,160.2		1,127.6	2,299.6
Operating expenses	451.5		450.7	509.5
Commissions	324.4		281.8	299.3
State taxes, licenses and fees	85.8		82.4	88.1
Total benefits and expenses	11,260.3		9,236.5	9,070.4
Net gain before federal income taxes and dividends	1,885.1		1,653.9	1,522.6
Federal income taxes	147.2		160.9	199.3
Net gain from operations before dividends	1,737.9		1,493.0	1,323.3
Dividends to policyholders	1,086.2		1,031.0	982.9
Net gain from operations	651.7		462.0	340.4
Net realized capital gain	93.2		5.4	25.4
Net income	$      744.9		$      467.4	$      365.8

See Notes to Statutory Financial Statements.

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENTS OF CHANGES IN POLICYHOLDERS’ CONTINGENCY RESERVES

	Years Ended December 31,
	2000		1999		1998
	(In Millions)
Policyholders’ contingency reserves, beginning of year	$3,411.3		$3,188.8		$2,873.3
Increases (decreases) due to:
Net income	744.9		467.4		365.8
Net unrealized capital gains (losses)	(321.7	)	(201.7	)	17.4
Change in asset valuation and other investment reserves	101.3		59.5		(81.0	)
Change in non-admitted assets	(100.3	)	(11.2	)	4.0
Change in prior year policyholders’ reserves	(0.2	)	(13.0	)	8.6
Benefit plan enhancements	–		(78.9	)	–
Other	0.3		0.4		0.7
	424.3		222.5		315.5
Policyholders’ contingency reserves, end of year	$3,835.6		$3,411.3		$3,188.8

See Notes to Statutory Financial Statements.

Massachusetts Mutual Life Insurance Company

STATUTORY STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2000		1999		1998
	(In Millions)
Operating activities:
Net income	$      744.9		$      467.4		$      365.8
Addition to policyholders’ reserves, funds and policy benefits,      net of transfers to separate accounts	1,930.4		1,911.0		1,472.8
Net realized capital gain	(93.2	)	(5.4	)	(25.4	)
Other changes	(42.7	)	(220.2	)	15.4
Net cash provided by operating activities	2,539.4		2,152.8		1,828.6
Investing activities:
Loans and purchases of investments	(14,177.4	)	(14,180.3	)	(15,981.2	)
Sales and maturities of investments and receipts from      repayment of loans	12,144.6		12,690.0		13,334.7
Net cash used in investing activities	(2,032.8	)	(1,490.3	)	(2,646.5	)
Increase (decrease) in cash and short-term investments	506.6		662.5		(817.9	)
Cash and short-term investments, beginning of year	1,785.8		1,123.3		1,941.2
Cash and short-term investments, end of year	$  2,292.4		$  1,785.8		$  1,123.3

See Notes to Statutory Financial Statements.

Notes To Statutory Financial Statements

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

1. SUMMARY OF ACCOUNTING PRACTICES

The accompanying statutory financial statements have been prepared in conformity with the statutory accounting practices, except as to form, of the National Association of Insurance Commissioners (“NAIC”) and the accounting practices prescribed or permitted by the Commonwealth of Massachusetts Division of Insurance and are different in some respects from financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“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 capitalize these expenses and recognize them 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 reports them at fair value; (d) deferred income taxes are not provided for book-tax temporary differences as would be provided by GAAP; (e) payments received for universal and variable life products, variable annuities and investment related products are reported as premium income and changes in reserves, whereas under GAAP, these payments would be recorded as deposits to policyholders’ account balances; (f) majority owned subsidiaries are accounted for using the equity method, whereas GAAP would consolidate these entities; and (g) surplus notes are reported in policyholders’ contingency reserves, whereas GAAP would report them as liabilities.

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 the United States of America and is effective January 1, 2001. The effect of adopting Codification will be reported as an adjustment to policyholders’ contingency reserves on the effective date. The Company has initially estimated the impact on surplus as of January 1, 2001 to be an increase of approximately $119.0 million. Included in this total adjustment to policyholders’ contingency reserves is the non-admission of the prepaid pension asset, the change in accounting for certain investments, and the admission of net deferred tax assets. The Company believes that it has made a reasonable estimate based upon its interpretation of the principles outlined in Codification. However, future clarification of these principles by the Commonwealth of Massachusetts Division of Insurance or the NAIC may have a material impact on these estimates.

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. 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.

Certain 1999 balances have been reclassified to conform to current year presentation.

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

a. Investments

Bonds and stocks are valued in accordance with rules established by the NAIC. Generally, bonds are valued at amortized cost, using the interest method, preferred stocks in good standing at cost, and common stocks at fair value with unrealized gains and losses included in policyholders’ contingency reserves.

Mortgage loans are valued at unpaid principal net of unamortized premium or discount. The Company discontinues the accrual of interest on mortgage loans which are delinquent more than 90 days or when collection is uncertain. Real estate is valued at cost less accumulated depreciation, impairments and mortgage encumbrances. Encumbrances totaled $50.0 million in 2000 and $50.8 million in 1999. Depreciation on investment real estate is calculated using the straight-line and constant yield methods.

Notes to Statutory Financial Statements, Continued

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.

Investments in unconsolidated subsidiaries and affiliates, joint ventures and other forms of partnerships are included in other investments on the Statutory Statements of Financial Position and are accounted for using the equity method. During 2000 and 1999, the Company contributed additional paid-in capital of $210.0 million and $125.0 million respectively, to unconsolidated subsidiaries.

In compliance with regulatory requirements, the Company maintains an Asset Valuation Reserve (“AVR”) and an Interest Maintenance Reserve (“IMR”). The AVR and other investment reserves stabilize the policyholders’ contingency reserves against fluctuations in the value of stocks, as well as declines in the value of bonds, mortgage loans and real estate investments. The IMR defers after-tax realized capital gains and losses which result from changes in the overall level of interest rates for all types of fixed income investments and interest related hedging activities. These interest rate related gains and losses are amortized into net investment income using the grouped method over the remaining life of the investment sold or over the remaining life of the underlying asset. Net realized after tax capital losses of $66.7 million in 2000 and $29.2 million in 1999 and net realized after tax capital gains of $189.1 million in 1998 were deferred into the IMR. Amortization of the IMR into net investment income amounted to $42.0 million in 2000, $52.0 million in 1999, and $40.3 million in 1998.

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 recorded as a change in policyholders’ contingency reserves.

b. Separate Accounts

Separate account assets and liabilities represent segregated funds administered and invested by the Company for the benefit of pension, variable annuity and variable life insurance contractholders. The Company receives administrative and investment advisory fees from these accounts. Separate accounts reflect two categories of risk assumption: non-guaranteed separate accounts for which the contractholder assumes the investment risk, and guaranteed separate accounts for which the Company contractually guarantees a minimum return to the contractholder. Assets consist principally of marketable securities reported at fair value. Premiums, benefits and expenses of the separate accounts are reported in the Statutory Statements of Income. Investment income and realized and unrealized gains and losses on the assets of separate accounts accrue directly to contractholders and, accordingly, are not reflected in the Statutory Statement of Income.

c. Non-admitted Assets

Assets designated as “non-admitted” include furniture, certain equipment and other receivables and are excluded from the Statutory Statements of Financial Position by an adjustment to policyholders’ contingency reserves.

d. Policyholders’ Reserves and Funds

Policyholders’ reserves for life insurance contracts are developed using accepted actuarial methods computed principally on the net level premium and the Commissioners’ Reserve Valuation Method bases using the American Experience and the 1941, 1958 and 1980 Commissioners’ Standard Ordinary mortality tables with assumed interest rates ranging from 2.50 to 6.75 percent.

Reserves for individual annuities, guaranteed investment contracts and deposit administration and immediate participation guarantee contracts are based on accepted actuarial methods principally at interest rates ranging from 2.25 to 11.25 percent.

Disability income policy reserves are generally calculated using the two-year preliminary term, net level premium and fixed net premium methods, and various morbidity tables with assumed interest rates ranging from 2.50 to 5.50 percent.

Notes to Statutory Financial Statements, Continued

e. Premium and Related Expense Recognition

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

f.  Policyholders’ Dividends

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

g. 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.

h. Policyholders’ Contingency Reserves

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

2. SURPLUS NOTES

The Company issued surplus notes of $100.0 million at 7.5 percent and $250.0 million at 7.625 percent in 1994 and 1993, respectively. These notes are unsecured and subordinate to all present and future indebtedness of the Company, policy claims and prior claims against the Company as provided by the Massachusetts General Laws. Issuance was approved by the Commissioner of Insurance of the Commonwealth of Massachusetts (“the Commissioner”).

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

Interest on the notes issued in 1994 is scheduled to be paid on March 1 and September 1 of each year, to holders of record on the preceding February 15 or August 15, respectively. Interest on the notes issued in 1993 is scheduled to be paid on May 15 and November 15 of each year, to holders of record on the preceding May 1 or November 1, respectively. Interest expense is not recorded until approval for payment is received from the Commissioner. Interest of $26.6 million was approved and paid in 2000, 1999 and 1998.

The proceeds of the notes, less a $6.7 million reserve in 1999 for contingencies associated with the issuance of the notes, are recorded as a component of the Company’s policyholders’ contingency reserves as permitted by the Commonwealth of Massachusetts Division of Insurance. The 1999 surplus note contingency reserve is included in asset valuation and other investment reserves on the Statutory Statements of Financial Position.

3. BENEFIT PLANS

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

Retirement Plans

On June 1, 1999, the Company converted its two non-contributory defined benefit plans into a cash balance pension plan. The cash balance pension plan covers substantially all of its employees. Benefits are expressed as an account balance which is increased with pay credits and interest credits. Prior to June 1, 1999, the Company offered two non-contributory defined benefit plans covering substantially all of its employees. One plan included active employees and retirees previously employed by Connecticut Mutual Life Insurance Company (“Connecticut Mutual”) which merged with MassMutual in 1996; the other plan included all other eligible employees and retirees. Benefits were based on the employees’ years of service, compensation during the last five years of employment and estimated social security retirement benefits.

The Company accounts for these plans following Financial Accounting Standards Board Statement No. 87, “Employers’ Accounting for Pensions.” Accordingly, as permitted by the Commonwealth of Massachusetts Division of Insurance, the Company has recognized a pension asset of $283.4 million and $214.4 million at December 31, 2000 and 1999, respectively. The expense credited to operations for this plan is $58.6 million, $53.5 million and $52.5 million for 2000, 1999 and 1998, respectively. Company policy is to fund pension costs in accordance with the requirements of the Employee Retirement Income Security Act of 1974 and, based on such requirements, no funding was required for the years ended December 31, 2000 and 1999. The assets of the plans are invested in the Company’s general and separate accounts.

The Company also has defined contribution plans for employees and agents. The Company funds the plans by matching employee contributions, subject to statutory limits. Company contributions and related earnings are vested based on years of service using a graduated vesting schedule. In 1999, the Company changed its vesting schedule to 40 percent after one year of service, 80 percent after two years of service and 100 percent after three years of service.

During 1999, the Company offered an early retirement program to employees over the age of 50 with more than 10 years of service. Employees that elected this program received enhanced benefits that included an additional five years of credited service and an additional five years of attained age. Additionally, a 25% cash bonus was offered for those electing a lump sum settlement of their benefit. Employee pension benefits, including the early retirement program enhancements, are paid directly from plan assets. The Company recorded a $78.9 million reduction to Policyholders’ Contingency Reserves in 1999, as a result of these benefit plan enhancements.

Life and Health

Life and health insurance benefits are provided to employees and agents through group insurance contracts. Substantially all of the Company’s employees and agents may become eligible for continuation of certain of these benefits if they retire as active employees or agents of the Company. The Company adopted the NAIC accounting standard for post retirement life and health benefit costs, requiring these benefits to be accounted for using the accrual method for employees and agents eligible to retire and current retirees. The initial transition obligation of $137.9 million is being amortized over twenty years through 2012. At December 31, 2000 and 1999, the net unfunded accumulated benefit obligation was $166.8 million and $168.7 million, respectively, for employees and agents eligible to retire or currently retired and $29.5 million and $31.0 million, respectively, for participants not eligible to retire.

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

	Retirement		Life and Health
	2000	1999	2000		1999
	(In Millions)
Accumulated benefit obligation at December 31	$    822.8	$    777.8	$  185.4		$  189.1
Fair value of plan assets at December 31	1,072.6	1,120.9	18.6		20.4
Funded status	$    249.8	$    343.1	$(166.8	)	$(168.7	)

Notes to Statutory Financial Statements, Continued

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

	Retirement		Life and Health
	2000	1999	2000	1999
Discount rate	7.50%	7.50%	7.50%	7.50%
Increase in future compensation levels	4.00%	4.00%	5.00%	5.00%
Long-term rate of return on assets	10.00%	9.00-10.00%	6.75%	6.75%
Assumed increases in medical cost rates in the first year	–	–	9.00%	9.00%
declining to	–	–	5.00%	5.00%
Within	–	–	5 years	5 years

A one percent increase in the annual assumed inflation rate of medical costs would increase the 2000 accumulated post retirement benefit liability and benefit expense by $9.8 million and $1.2 million, respectively. A one percent decrease in the annual assumed inflation rate of medical costs would decrease the 2000 accumulated post retirement benefit liability and benefit expense by $8.9 million and $1.1 million, respectively.

The net expense charged to operations for all employee benefit plans was $15.8 million in 2000, $28.9 million in 1999 and $32.1 million in 1998.

4. FEDERAL INCOME TAXES

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

The Company plans to file its 2000 federal income tax return on a consolidated basis with its eligible life insurance affiliates and its non-life affiliates. The Company and its eligible life affiliates and non-life affiliates are subject to a written tax allocation agreement, which allocates the group’s consolidated tax liability for payment purposes. Generally, the agreement provides that group members shall be compensated for the use of their losses and credits by other group members.

The Internal Revenue Service has completed examining the Company’s income tax returns through the year 1994 for Massachusetts Mutual and 1995 for Connecticut Mutual. The Internal Revenue Service is currently examining Massachusetts Mutual for the years 1995 through 1997 and Connecticut Mutual for its pre-merger 1996 tax year. The Company believes adjustments which may result from such examinations will not materially affect its financial position.

Components of the formula authorized by the Internal Revenue Service for determining deductible policyholder dividends have not been finalized for 2000 or 1999. The Company records the estimated effects of anticipated revisions in the Statutory Statements of Income.

Federal tax payments were $223.6 million in 2000, $82.5 million in 1999 and $152.4 million in 1998.

5. INVESTMENTS

The Company maintains a diversified investment portfolio. Investment policies limit concentration in any asset class, geographic region, industry group, economic characteristic, investment quality or individual investment. In the normal course of business, the Company enters into commitments to purchase certain investments. At December 31, 2000, the Company has outstanding commitments to purchase privately placed securities, mortgage loans and real estate, which totaled $964.9 million, $394.0 million and $722.7 million, respectively.

Notes to Statutory Financial Statements, Continued

a. Bonds

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

	December 31, 2000
	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	$  3,486.0	$  68.9	$    0.1	$  3,554.8
Debt securities issued by foreign governments	42.8	0.3	2.3	40.8
Mortgage-backed securities	3,819.4	1.4	–	3,820.8
State and local governments	81.7	3.6	–	85.3
Corporate debt securities	14,690.8	46.0	145.6	14,591.2
Utilities	915.0	5.8	2.5	918.3
Affiliates	2,176.8	3.0	–	2,179.8
TOTAL	$25,212.5	$129.0	$150.5	$25,191.0

	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	$  3,870.8	$105.8	$  99.9	$  3,876.7
Debt securities issued by foreign governments	24.2	1.6	0.1	25.7
Mortgage-backed securities	3,468.5	64.8	93.5	3,439.8
State and local governments	295.7	12.9	11.1	297.5
Corporate debt securities	14,393.3	277.2	507.0	14,163.5
Utilities	801.6	36.7	18.5	819.8
Affiliates	1,744.3	3.9	2.9	1,745.3
TOTAL	$24,598.4	$502.9	$733.0	$24,368.3

The carrying value and estimated fair value of bonds at December 31, 2000, 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	$      463.9	$      463.7
Due after one year through five years	5,676.9	5,643.7
Due after five years through ten years	9,141.9	9,096.3
Due after ten years	3,345.6	3,401.7
	18,628.3	18,605.4
Mortgage-backed securities, including securities guaranteed by the U. S. government	6,584.2	6,585.6
TOTAL	$25,212.5	$25,191.0

Proceeds from sales of investments in bonds were $7,417.1 million during 2000, $10,621.2 million during 1999 and $11,663.4 million during 1998. Gross capital gains of $180.7 million in 2000, $103.3 million in 1999 and $331.8 million in 1998 and gross capital losses of $99.4 million in 2000, $132.0 million in 1999 and $47.3 million in 1998 were realized on those sales, portions of which were deferred into the IMR.

Notes to Statutory Financial Statements, Continued

b. Common Stocks

Common stocks had a cost of $486.7 million in 2000 and $325.0 million in 1999. Proceeds from sales of common stocks were $398.1 million during 2000, $302.3 million during 1999 and $296.8 million during 1998. Gross capital gains of $87.7 million in 2000, $65.8 million in 1999 and $78.0 million in 1998 and gross capital losses of $34.1 million in 2000, $16.2 million in 1999 and $16.3 million in 1998 were realized on these sales. Gross unrealized gains of $96.8 million in 2000 and $121.8 million in 1999 and gross unrealized losses of $96.7 million in 2000 and $60.5 million in 1999 were reported for these investments.

c. Mortgages

The Company had restructured loans with book values of $35.1 million and $81.1 million at December 31, 2000 and 1999, respectively. These loans typically have been modified to defer a portion of the contractual interest payments to future periods. Interest deferred to future periods was immaterial in 2000, 1999 and 1998.

At December 31, 2000, scheduled commercial mortgage loan maturities were as follows: 2001—$196.2 million; 2002—$479.7 million; 2003—$427.6 million; 2004—$321.3 million; 2005—$630.6 million and $3,627.3 million thereafter.

d. Other

The carrying value of investments which were non-income producing for the preceding twelve months was $113.5 million and $18.8 million at December 31, 2000 and 1999, respectively.

6. PORTFOLIO RISK MANAGEMENT

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

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

The Company utilizes interest rate swap agreements, options, and purchased caps and floors to reduce interest rate exposures arising from mismatches between assets and liabilities and to modify portfolio profiles to manage other risks. Under interest rate swaps, the Company agrees to an exchange, at specified intervals, between streams of variable rate and fixed rate interest payments calculated by reference to an agreed upon notional principal amount. Gains and losses realized on the termination of contracts are deferred and amortized through the IMR over the remaining life of the associated contract. Net amounts receivable and payable are accrued as adjustments to net investment income and included in other assets on the Statutory Statements of Financial Position. At December 31, 2000 and 1999, the Company had swaps with notional amounts of $10,314.5 million and $9,403.5 million, respectively.

Options grant the purchaser the right to buy or sell a security or enter into a derivative transaction at a stated price within a stated period. The Company’s option contracts have terms of up to fifteen years. The amounts paid for options purchased are amortized into net investment income over the life of the contract on a straight-line basis. Unamortized costs are included in other investments on the Statutory Statements of Financial Position. Gains and losses on these contracts are recorded at the expiration or termination date and are deferred and amortized through the IMR over the remaining life of the option contract. At December 31, 2000 and 1999, the Company had option contracts with notional amounts of $10,089.8 million and $11,825.5 million, respectively. The Company’s credit risk exposure was limited to the unamortized costs of $69.6 million and $76.9 million at December 31, 2000 and 1999, respectively.

Notes to Statutory Financial Statements, Continued

Interest rate cap agreements grant the purchaser the right to receive the excess of a referenced interest rate over a stated rate calculated by reference to an agreed upon notional amount. Interest rate floor agreements grant the purchaser the right to receive the excess of a stated rate over a referenced interest rate calculated by reference to an agreed upon notional amount. Amounts paid for interest rate caps and floors are amortized into net investment income over the life of the asset on a straight-line basis. Unamortized costs are included in other investments on the Statutory Statements of Financial Position. Amounts receivable and payable are accrued as adjustments to net investment income and included in the Statutory Statements of Financial Position as other assets. Gains and losses on these contracts, including any unamortized cost, are recognized upon termination and are deferred and amortized through the IMR over the remaining life of the associated cap or floor agreement. At December 31, 2000 and 1999, the Company had agreements with notional amounts of $2,883.0 million and $3,264.2 million, respectively. The Company’s credit risk exposure on these agreements is limited to the unamortized costs of $7.9 million and $11.1 million at December 31, 2000 and 1999, respectively.

The Company enters into forward U.S. Treasury, Government National Mortgage Association (“GNMA”) and Federal National Mortgage Association (“FNMA”) commitments for the purpose of managing interest rate exposure. The Company generally does not take delivery on forward commitments. These commitments are instead settled with offsetting transactions. Gains and losses on forward commitments are recorded when the commitment is closed and deferred and amortized through the IMR over the remaining life of the asset. At December 31, 2000 and 1999, the Company had U. S. Treasury, GNMA and FNMA purchase commitments which will settle during the following year with contractual amounts of $412.3 million and $175.1 million, respectively.

The Company enters into financial futures contracts for the purpose of managing interest rate exposure. The Company’s futures contracts are exchange traded with minimal credit risk. Margin requirements are met with the deposit of securities. Futures contracts are generally settled with offsetting transactions. Gains and losses on these contracts are recorded when the contract is closed and amortized through the IMR over the remaining life of the underlying asset. As of December 31, 2000, the Company had entered into financial futures contracts with contractual amounts of $992.8 million. At December 31, 1999, the Company did not have any open financial futures contracts.

The Company utilizes certain other agreements to reduce exposures to various risks. Notional amounts relating to these agreements totaled $1,002.2 million and $582.6 million at December 31, 2000 and 1999, respectively.

The Company is exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. This exposure is limited to contracts with a positive fair value. The amounts at risk in a net gain position were $548.3 million and $59.9 million at December 31, 2000 and 1999, respectively. The Company monitors exposure to ensure counterparties are credit worthy and concentration of exposure is minimized. Additionally, collateral positions are obtained with counterparties when considered prudent.

Notes to Statutory Financial Statements, Continued

7. 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 may not represent 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, 2000 and 1999.

	2000			1999
	Carrying Value		Fair Value	Carrying Value	Fair Value
	(In Millions)
Financial assets:
Bonds	$25,212.5		$25,191.0	$24,598.4	$24,368.3
Common stocks	486.8		486.8	393.1	393.1
Preferred stocks	135.8		137.1	117.9	115.6
Mortgage loans	6,949.5		7,081.0	6,540.8	6,410.6
Policy loans	5,727.1		5,727.1	5,466.9	5,466.9
Cash & short-term investments	2,292.4		2,292.4	1,785.8	1,785.8
Financial liabilities:
Investment type insurance contracts	8,436.9		8,290.3	8,016.4	7,621.9
Off-balance sheet financial instruments:
Interest rate swap agreements	–		409.1	–	(137.3	)
Financial options	69.6		89.3	76.9	73.8
Interest rate caps & floors	7.9		17.7	11.1	4.8
Forward commitments	–		413.6	–	174.1
Other	(5.9	)	11.5	–	(20.3	)

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

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

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

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

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

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

8. RELATED PARTY TRANSACTIONS

The Company has management and service contracts or cost sharing arrangements with various subsidiaries and affiliates whereby the Company, for a fee, will furnish a subsidiary or affiliate, as required, operating facilities, human resources, computer software development and managerial services. Fees earned under the terms of the contracts or arrangements were $241.7 million, $241.9 million, and $205.0 million for 2000, 1999 and 1998, respectively.

Various subsidiaries and affiliates provide investment advisory services for the Company. Total fees for such services were $98.8 million, $43.9 million and $40.6 million for 2000, 1999, and 1998, respectively.

Notes to Statutory Financial Statements, Continued

The Company has reinsurance agreements with its subsidiaries, C.M. Life Insurance Company and MML Bay State Life Insurance Company, including stop-loss and modified coinsurance agreements on life insurance products. Total premiums assumed on these agreements were $358.3 million in 2000, $39.2 million in 1999 and $41.3 million in 1998. Total policyholder benefits assumed on these agreements were $47.6 million in 2000, $43.8 million in 1999 and $40.6 million in 1998.

9. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES

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

The Company accounts for the value of its investments in subsidiaries at their underlying net equity. Net investment income is recorded by the Company to the extent that dividends are declared by the subsidiaries. During 2000 and 1999, the Company received $132.9 million and $100.0 million in dividends from MMHC, respectively. Operating results, less dividends declared, for such subsidiaries are reflected as net unrealized capital gains in the Statutory Statements of Changes in Policyholders’ Contingency Reserves. In the normal course of business, the Company provides specified guarantees and funding to its subsidiaries, including contributions, if needed, to C.M. Life and MML Bay State to meet regulatory capital requirements. At December 31, 2000, the Company had approximately $500.0 million of outstanding funding commitments and a $500.0 million support agreement related to credit facilities. The Company holds debt issued by MMHC and its subsidiaries of $2,034.8 million and $1,625.6 million at December 31, 2000 and 1999, respectively.

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

	2000		1999
	(In Millions)
Domestic life insurance subsidiaries:
Total revenue	$3,355.9		$1,587.3
Net loss	(5.5	)	(26.1	)
Assets	8,738.3		5,961.0
Liabilities	8,419.5		5,697.1
Other subsidiaries
Total revenue	$1,607.2		$1,278.9
Net income	72.4		106.7
Assets	4,992.2		3,541.8
Liabilities	4,119.6		2,847.2

10. REINSURANCE

The Company enters into reinsurance agreements with other insurance companies in the normal course of business. Premiums, benefits to policyholders and provisions for future benefits are stated net of reinsurance. The Company remains liable to the insured for the payment of benefits if the reinsurer cannot meet its obligations under the reinsurance agreements. Total premiums ceded were $160.2 million in 2000, $141.7 million in 1999 and $183.9 million in 1998.

11. BUSINESS RISKS AND CONTINGENCIES

The Company is subject to insurance guaranty fund laws in the states in which it does business. These laws assess insurance companies amounts to be used to pay benefits to policyholders and claimants of insolvent insurance companies. Many states allow these assessments to be credited against future premium taxes. The Company believes such assessments in excess of amounts accrued will not materially affect its financial position, results of operations or liquidity.

Notes to Statutory Financial Statements, Continued

The Company is involved in litigation arising in and out of the normal course of business, including class action and purported class action 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.

12. SUBSIDIARIES AND AFFILIATED COMPANIES

A summary of ownership and relationship of the Company and its subsidiaries and affiliated companies as of December 31, 2000, is illustrated below. The Company provides management or advisory services to these companies. Subsidiaries are wholly-owned, except as noted.

Parent

Massachusetts Mutual Life Insurance Company

Subsidiaries of Massachusetts Mutual Life Insurance Company

CM Assurance Company

CM Benefit Insurance Company

C.M. Life Insurance Company

MassMutual Holding Company

MassMutual Mortgage Finance, LLC

The MassMutual Trust Company

MML Bay State Life Insurance Company

MML Distributors, LLC

Persumma Financial, LLC – 77.84%

Subsidiaries of MassMutual Holding Company

CM Property Management, Inc.

G.R. Phelps & Co., Inc.

HYP Management, Inc.

MassMutual Assignment Company

MassMutual Benefits Management, Inc.

MassMutual Funding, LLC

MassMutual Holding MSC, Inc.

MassMutual Holding Trust I

MassMutual International, Inc.

MMHC Investments, Inc.

MML Investor Services, Inc.

MML Realty Management Corporation

Urban Properties, Inc.

Subsidiaries of MassMutual Holding Trust I

Antares Capital Corporation – 80.0%

Cornerstone Real Estate Advisers, Inc.

DLB Acquisition Corporation – 98.0%

Oppenheimer Acquisition Corporation – 92.34%

Notes to Statutory Financial Statements, Continued

Subsidiaries of MassMutual International, Inc.

MassLife Seguros de Vida S. A. – 99.9%

MassMutual Asia, Limited

MassMutual (Bermuda) Ltd.

MassMutual Internacional (Argentina) S.A. – 99.9%

MassMutual International (Bermuda) Ltd.

MassMutual Internacional (Chile) S. A. – 92.5%

MassMutual International (Luxembourg) S. A. – 99.9%

Subsidiaries of MassMutual Holding MSC, Inc.

MassMutual Corporate Value Limited – 41.75%

9048-5434 Quebec, Inc.

1279342 Ontario Limited

Subsidiary of MMHC Investment, Inc.

MassMutual/Darby CBO LLC

Affiliates of Massachusetts Mutual Life Insurance Company

MML Series Investment Fund

MassMutual Institutional Funds

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

Article V of the Bylaws of MassMutual provide for indemnification of directors and officers as follows:

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

(a) each director, officer or employee;

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

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

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

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

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

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

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

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

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

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

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

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

Massachusetts Mutual Life Insurance Company hereby represents that fees and charges deducted under the Variable Rider to the Group Universal Life Insurance Certificate described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Massachusetts Mutual Life Insurance Company.

CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 4

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

The facing sheet.

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

The prospectus consists of 82 pages.

The undertaking to file reports.

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

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

The signatures.

          Written consents of the following persons:

1.	Independent auditors', Deloitte & Touche LLP.
2.	Counsel opining as to the legality of securities being registered.
3.	Opinion opining as to actuarial matters contained in the Registration Statement by John Valencia, Assistant Vice President.

The following exhibits:

1. Exhibit 1

(Exhibits required by paragraph A of the instructions to Form N-8B-2)

(1) (a) Resolution of the Board of Directors of Massachusetts Mutual Life Insurance Company authorizing the establishment of the Separate Account. ⁽¹⁾

(b) Resolution of the Board of Directors of Massachusetts Mutual Life Insurance Company authorizing the establishment of the GVUL Segment of Massachusetts Mutual Variable Life Separate Account I. ⁽¹⁾

(2) Not Applicable.

(3)	(a) Form of Distribution Servicing Agreement between MML Distributors, LLC, and MassMutual. (1)
	(b) Form of Co-Underwriting Agreement between MML Investors Services, Inc. and MassMutual. (1)
	(c) Form of Broker Dealer Selling Agreement. (1)
(4)	Not Applicable.
(5)	Form of Flexible Premium Adjustable Life Insurance Certificate With Variable Rider. (3)
(6)	Organizational documents of the Company.

(a) Certificate of Incorporation of MassMutual. ⁽¹⁾

(b) By-Laws of MassMutual. ⁽¹⁾

(7) Not Applicable.

(8)	(a)	Form of Participation Agreement with Oppenheimer Variable Account Funds. (1)
	(b)	Form of Participation Agreement with Panorama Series Fund, Inc. (1)
	(c)	Participation Agreement with T. Rowe Price Equity Series, Inc.(5)
	(d)	Participation Agreement with MFS Variable Insurance Trust. (5)
	(e)	Participation Agreement with Fidelity Variable Insurance Products Fund II. (5)
	(f)	Participation Agreement with American Century Variable Portfolios, Inc. (9)

(9) Not Applicable.

(10)	(a)	Form of Enrollment Form. (2)
	(b)	Form of Application. (2)
	(c)	Form of Variable Rider is included in Exhibit 1(5) above.

(11) Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) under the Investment Company Act of 1940. ⁽³⁾

2.	Opinion and Consent of Counsel as to the legality of the securities being registered. (7)
3.	No financial statement will be omitted from the Prospectus pursuant to Instruction 1(b) or (c) of Part I.
4.	Not Applicable.
5.	Opinion and consent of John Valencia opining as to actuarial matters pertaining to the securities being registered. (7)
6.	Consent of Independent Auditors', Deloitte & Touche LLP. (7)

7.	(i)	Powers of Attorney.(1)
	(ii)	Power of Attorney for Roger G. Ackerman.(4)
	(iii)	Power of Attorney for Robert J. O'Connell (6)
	(iv)	Power of Attorney for Howard Gunton (8)

⁽¹⁾ Incorporated by reference to Registrant's Initial Registration Statement No. 333-22557, filed with the Commission on February 28, 1997.

⁽²⁾ Incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement No. 333-22557, filed with the Commission on August 4, 1997.

⁽³⁾ Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement No. 333-22557, filed with the Commission on April 24, 1998.

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

⁽⁵⁾ Incorporated by reference to Initial Registration Statement No. 333-65887, filed with the Commission on October 20, 1998.

⁽⁶⁾ Incorporated by reference to Pre-Effective Amendment Number 1 to Registration Statement 333-65887 filed on January 28, 1999

⁽⁷⁾ Filed herewith.

⁽⁸⁾ Incorporated by reference to Pre-Effective Amendment Number 2 to Registration Statement No. 333-80991, filed on September 20, 1999.

⁽⁹⁾ Incorporated by reference to Pre-Effective Amendment Number 1 to Registration Statement No. 333-41667, filed on March 19, 1998.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Massachusetts Mutual Variable Life Separate Account I, certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 4 pursuant to Rule 485(b) under the Securities Act of 1933 and has caused this Post-Effective Amendment No. 4 to Registration Statement No. 333-22557 to be signed on its behalf by the undersigned thereunto duly authorized, all in the city of Springfield and the Commonwealth of Massachusetts, on the 25nd day of April, 2001.

MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT I

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
        (Depositor)

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

/s/ Richard M. Howe     On April 25, 2001, as Attorney-in-Fact pursuant to
*Richard M. Howe        powers of attorney incorporated by reference.

     As required by the Securities Act of 1933, this Post-Effective Amendment No. 4 to Registration Statement No. 333-22557 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert J. O'Connell* Robert J. O'Connell	President and Chief Executive Officer, Director and Chairman of the Board	April 25, 2001
/s/ Howard Gunton* Howard Gunton	Executive Vice President and Chief Financial Officer	April 25, 2001
/s/ Roger G. Ackerman* Roger G. Ackerman	Director	April 25, 2001
/s/ James R. Birle* James R. Birle	Director	April 25, 2001
/s/ Gene Chao* Gene Chao, Ph.D.	Director	April 25, 2001
/s/ Patricia Diaz Dennis* Patricia Diaz Dennis	Director	April 25, 2001
/s/ Anthony Downs* Anthony Downs	Director	April 25, 2001
/s/ James L. Dunlap* James L. Dunlap	Director	April 25, 2001
/s/ William B. Ellis* William B. Ellis, Ph.D.	Director	April 25, 2001
/s/ Robert M. Furek* Robert M. Furek	Director	April 25, 2001

/s/ Charles K. Gifford* Charles K. Gifford	Director	April 25, 2001
/s/ William N. Griggs* William N. Griggs	Director	April 25, 2001
/s/ Sheldon B. Lubar* Sheldon B. Lubar	Director	April 25, 2001
/s/ William B. Marx, Jr.* William B. Marx, Jr.	Director	April 25, 2001
/s/ John F. Maypole* John F. Maypole	Director	April 25, 2001
/s/ Alfred M. Zeien* Alfred M. Zeien	Director	April 25, 2001
/s/ Richard M. Howe *Richard M. Howe	On April 25, 2001, as Attorney-in-Fact pursuant to powers of attorney incorporated by reference.

REPRESENTATION BY REGISTRANT'S COUNSEL

As counsel to the Registrant, I, Jennifer B. Sheehan, have reviewed this Post-Effective Amendment No. 4 to Registration Statement No. 333-22557 and I represent, pursuant to the requirement of paragraph (e) of Rule 485 under the Securities Act of 1933, that this Amendment does not contain disclosures which would render it ineligible to become effective pursuant to paragraph (b) of said Rule 485.

/s/ Jennifer B. Sheehan________________
Jennifer B. Sheehan
Counsel
Massachusetts Mutual Life Insurance Company

EXHIBIT LIST

99.2	Opinion and Consent of Jennifer B. Sheehan.
99.C.1.	Consent of Independent Auditors', Deloitte & Touche LLP.
99.C.6.	Opinion and consent of John M. Valencia.