Registration No. 333-65887

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3
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)(1) of Rule 485
	on May 1, 2001 pursuant to paragraph (a)(1) 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 Benefits 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
15	Premiums; The Separate Account
16	The Separate Account; Investment Return
17	Account Value; The Separate Account; Cash Surrender Value; Withdrawals; Payment Options
18	The Separate Account

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

Item No. of Form N-8B-2	Caption
20	Not Applicable
21	Policy Loan Privilege
22	Not Applicable
23	Bonding Arrangement
24	Limits on Our Right to Challenge the Policy; Suicide Exclusion; Misstatement of Age or Gender; Assignment; Beneficiary; Our Rights; The Separate Account
25	Cover Page
26	Not Applicable
27	Cover Page; The Separate Account
28	Directors of MassMutual
29	Cover Page
30	Not Applicable
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

CROSS REFERENCE TO ITEMS REQUIRED

BY FORM N-8B-2

Item No. of Form N-8B-2	Caption
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; Account Value; Charges Under the Policy
45	Not Applicable
46	The Separate Account; Investment Return
47	The Separate Account
48	The Separate Account
49	Not Applicable
50	The Separate Account
51	Cover Page; Underwriting; Availability; Beneficiary; Reinstatement; Premiums; Free Look Provision
52	The Separate Account; 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

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE

This prospectus describes a flexible premium variable adjustable life insurance policy offered by Massachusetts Mutual Life Insurance Company (“MassMutual”). 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 forty-two 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 Emerging Growth Fund MML Growth Equity Fund MML Large Cap Value Fund MML OTC 100 Fund MML Small Cap Growth Equity Fund MML Small Cap Value Equity Fund MML Equity Fund MML Equity Index Fund – Class II Shares MML Blend Fund MML Managed Bond Fund 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 T. Rowe Price Equity Series, Inc. T. Rowe Price New America Growth Portfolio T. Rowe Price Mid-Cap Growth Portfolio Fidelity® Variable Insurance Products Fund II Fidelity® VIP II Contrafund® Portfolio – Service Class Fidelity® Variable Insurance Products Fund Fidelity® VIP Growth 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 Goldman Sachs Variable Insurance Trust Goldman Sachs VIT International Equity Fund Goldman Sachs VIT Capital Growth Fund Goldman Sachs VIT Mid Cap Value Fund Goldman Sachs VIT CORE  ^SM U.S. Equity Fund (CORE  ^SM is a service mark of Goldman Sachs & Co.) Goldman Sachs VIT Growth and Income Fund T. Rowe Price Fixed Income Series, Inc T. Rowe Price Limited-Term Bond Portfolio Janus Aspen Series Janus Aspen Balanced Portfolio Janus Aspen Capital Appreciation Portfolio Janus Aspen Worldwide Growth Portfolio American Century Variable Portfolios, Inc. American Century VP Income & Growth Fund American Century VP International Fund American Century VP Value Fund *Prior to May 1, 2001, this Fund was called the Oppenheimer Small Cap Growth Fund/VA.

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 in accordance with the underlying investment experience of the Separate Account Division where your account value is held.

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
Employer Trust For The Group Policy	5
Underwriting	5
Charges Under the Policy	6
Deductions From Premiums	7
Sales Load	7
State Premium Tax Charge	7
Deferred Acquisition Cost (“DAC”) Tax Charge	7
Account Value Charges	7
Administrative Charge	7
Cost Of Insurance Charge	7
Face Amount Charge	8
Rider Charge	8
Separate Account Charges	8
Mortality And Expense Risk Charge	8
Charges For Federal Income Taxes	8
Fund Charges	8
Other Charges	10
Withdrawal Charges	10
Loan Interest Rate Expense Charge	10
Substitute Insured Charge	10
Reduction Of Charges	10
The Separate Account	10
Investments Of The Separate Account	11
MML Series Investment Fund	12
Oppenheimer Variable Account Funds	13
Panorama Series Fund, Inc.	13
Goldman Sachs Variable Insurance Trust (VIT)	14
MFS® Variable Insurance Trust SM	14
T. Rowe Price Equity Series, Inc.	14
T. Rowe Price Fixed Income Series, Inc.	15
Fidelity® Variable Insurance Products Fund	15
Fidelity® Variable Insurance Products Fund II	15
Janus Aspen Series	15
American Century Variable Portfolios, Inc.	15
Fund Monitoring	16
The Guaranteed Principal Account	16
Premiums	16
Minimum Case Premium	16
Minimum Net First Policy Premium	17
Planned Annual Premiums	17
Annual Cutoff Policy Premium	17
Minimum And Maximum Premium Payments	17
Net Premium Allocation	17
Termination	18
Grace Period	18
Safety Test	18
Safety Test Grace Period	18
Death Benefit Under The Policy	18
Minimum Face Amount	18
Death Benefit Options	18
Changes In Selected Face Amount	19

Account Value	19
Investment Return	20
Cash Surrender Value	20
Transfers	20
Withdrawals	21
Policy Loan Privilege	21
Source Of Loan	21
If Loans Exceed The Policy Account Value	21
Interest	22
Repayment	22
Interest Credited On Loaned Value	22
Effect Of Loan	22
PART II – Additional Provisions of the Policy	22
Paid-up Policy Date	22
Reinstatement	22
Payment Options	23
Fixed Amount Payment Option	23
Fixed Time Payment Option	23
Lifetime Payment Option	23
Interest Payment Option	23
Joint Lifetime Payment Option	23
Joint Lifetime Payment Option With Reduced Payments	23
Withdrawal Rights Under Payment Options	23
Beneficiary	23
Changing The Policyowner Or Beneficiary	24
Right To Substitute Insured	24
Assignment	24
Dividends	24
Limits On Our Right To Challenge The Policy	24
Misstatement of Age or Gender	24
Suicide Exclusion	24
When We Pay Proceeds	25
Free Look Provision	25
Additional Benefits By Rider	25
Supplemental Monthly Term Insurance Rider	25
Waiver Of Monthly Charges Rider	26
PART III – Other Important Information	26
Federal Income Tax Considerations	26
Your Voting Rights	29
Our Rights	29
Records And Reports	29
Sales And Other Agreements	29
Commissions	30
Bonding Arrangement	30
Legal Proceedings	30
Experts	30
Financial Statements	30
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 – Minimum Face Amount Percentages	E-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.

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 define the following terms in Appendix A:

Case, Insured, Issue Date, Monthly Calculation Date, Net Premium, 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.

The policy is available on a case basis. We may define a case as one person. All policies within a case are aggregated for purposes of determining policy dates, loan rates and underwriting requirements. If an individual owns the policy as part of an employer sponsored program, he or she may exercise all rights and privileges under the policy through their employer or other sponsoring entity acting as case administrator. After termination of the employment or other relationship, the individual may exercise such rights and privileges directly with MassMutual.

The minimum total selected face amount is $50,000 per policy. At the time of issue, the insured must be age 20 through age 85 as of his/her birthday nearest the policy date.

Employer Trust for the Group Policy

The Strategic Variable Life® Plus Trust (the “Employer Trust”) has been established in conjunction with a Rhode Island bank (the “Trustee”) for plan sponsors interested in obtaining insurance coverage in group form under certificates. The group policy (group flexible premium variable life insurance policy) is issued to the employer trust by Us in the state of Rhode Island, where the group policy has been filed and approved by the Commissioner of Insurance. The trustee is the owner of the group policy on behalf of the plan sponsors. The employer trust holds the group policy and distributes certificates to plan sponsors, thereby permitting plan sponsors to obtain insurance coverage on employees in accordance with the group insurance laws in effect in Rhode Island.

A participation agreement between the plan sponsor and Us establishes and defines a plan sponsor’s status as a participant in the employer trust and its rights and obligations under the group policy. A plan sponsor applies to participate in the employer trust and applies to Us for insurance upon the lives of eligible employees. If approved, We will issue a certificate for each Insured. All premiums are paid and all death benefits are paid by Us to the beneficiary.

As of the date of this prospectus, the group policy and underlying certificates are only available in the states of Rhode Island and New Jersey.

Underwriting.

We currently offer three different underwriting programs:

1. Full underwriting;

2. Simplified issue underwriting*; and

3. Guaranteed issue underwriting*.

The cost of insurance charges vary depending on the type of underwriting We use.

*In certain states, guaranteed issue underwriting may be referred to as “limited underwriting” and simplified issue underwriting may be referred to as “simplified underwriting”.

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		Policy years 1 – 7: 10% of premiums up to annual cutoff policy premium Policy years 8+: 2.5% of premiums up to annual cutoff policy premium All policy years: 1% of premiums in excess of the annual cutoff policy premium	Policy years 1 – 7: 10% of premiums up to annual cutoff policy premium Policy years 8+: 2.5% of premiums up to annual cutoff policy premium All policy years: 1% of premiums in excess of the annual cutoff policy premium
	State Premium Tax Charge		0% 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		1% of each premium	This charge will always represent the expense to MassMutual of the federal acquisition deferred 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 gender, issue age and tobacco classification; the policy year We make the deduction; the rating class of Your policy and the underwriting classification of the case	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
	Face Amount		Issue Age 20-24	Issue Age 20-24
	Charge		Policy years 1-20: $0.00167 per month	Policy years 1-20: $0.00167 per month
	(for fully		of a specified amount	of a specified amount
	underwritten		Policy years 21+: 0	Policy years 21+: 0
	policies	)	Issue Age 25-34	Issue Age 25-34
			Policy years 1-15: $0.00250 per month	Policy years 1-15: $0.00250 per month
			of a specified amount	of a specified amount
			Policy years 16+: 0	Policy years 16+: 0
			Issue Age 35-39	Issue Age 35-39
			Policy years 1-15: $0.00292 per month	Policy years 1-15: $0.00292 per month
			of a specified amount	of a specified amount
			Policy years 16+: 0	Policy years 16+: 0
			Issue Age 40-44	Issue Age 40-44
			Policy years 1-15: $0.00333 per month	Policy years 1-15: $0.00333 per month
			of a specified amount	of a specified amount
			Policy years 16+: 0	Policy years 16+: 0
			Issue Age 45-49	Issue Age 45-49
			Policy years 1-15: $0.00375 per month	Policy years 1-15: $0.00375 per month
			of a specified amount	of a specified amount
			Policy years 16+: 0	Policy years 16+: 0
			Issue Age 50-85	Issue Age 50-85
			Policy years 1-4: $0.01667 per month	Policy years 1-4: $0.01667 per month
			of a specified amount	of a specified amount
			Policy years 5+: 0	Policy years 5+: 0

	Charges	Current Rate	Guaranteed Rate
Separate Account Charges	Mortality and Expense Risks Charge	Policy years 1 through 15: 0.60% annually of each Separate Account Division’s assets	Any policy year: 1.0	%
		Policy years 16-30: 0.40% annually of each Separate Account Division’s assets
		Policy years 31+: 0.30% 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
	Substitute Insured Charge	$75.00	$75.00
	Loan Interest	Policy years 1-15: 0.75%
	Crediting Rate	Policy years 16-30: 0.55%	3% (2% in New York)
	Charge	Policy years 31+: 0.45%

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 and distribution of the policies. We will refund a portion of the sales load to You, as part of the cash surrender value, if You surrender Your policy within the first two policy years.

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 MassMutual 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 MassMutual of any residence change. Any change in this charge will be effective immediately.

Deferred Acquisition Cost (“DAC”) Tax Charge.

This charge is related to MassMutual’s 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;

3. A face amount charge (if applicable); and

4. Any rider charge (if applicable).

We deduct these charges from Your account value in proportion to the non-loaned account value in the Separate Account and the GPA.

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 gender;

· Insured’s issue age;

· Insured’s tobacco use classification;

· Policy year in which We make the deduction;

· Rating class of the policy; and

· Underwriting classification of the case.

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.    Face Amount Charge.

We currently deduct a monthly face amount charge from policies that are issued under a full underwriting basis. We use this charge to reimburse Us for the costs associated with performing full underwriting on potential policyowners. We base this charge on the greater of the initial selected face amount or the first premium multiplied by the applicable minimum face amount percentage found in Appendix E of this prospectus. The charge will not be based on an amount greater than $10 million. This charge is fixed for a set number of policy years.

4.    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. This charge varies by policy year, and We deduct it from the value of each Separate Account 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	Manage- ment Fees		Other Expenses		12b-1 fees	Total Fund Expenses After Expense Reimburse- ments
MML Emerging Growth Fund	1.05	%	0.11	% (1)	—	1.16	%
MML Growth Equity Fund	0.80	%	0.11	% (1)	—	0.91	%
MML Large Cap Value Fund	0.80	%	0.11	% (1)	—	0.91	%
MML OTC 100 Fund	0.45	%	0.11	% (1)	—	0.56	%
MML Small Cap Growth Equity Fund	1.08	%	0.11	% (1)	—	1.19	%
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	% (2)
MML Blend Fund	0.37	%	0.02	% (1)	—	0.39	%
MML Managed Bond Fund	0.47	%	0.02	% (1)	—	0.49	%
Oppenheimer Global Securities Fund/VA	0.64	%	0.04	%	—	0.68	%
Oppenheimer Main Street® Small Cap Fund/VA*	0.75	%	0.60	%	—	1.35	% (6)
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	%
Goldman Sachs VIT Capital Growth Fund	0.75	%	0.25	% (5)	—	1.00	% (5)
Goldman Sachs VIT Mid Cap Value Fund	0.80	%	0.25	% (5)	—	1.05	% (5)

Fund / Portfolio Name	Manage- ment Fees		Other Expenses		12b-1 fees		Total Fund Expenses After Expense Reimburse- ments
Goldman Sachs VIT CORE SM U.S. Equity Fund	0.70	%	0.20	% (5 )	—		0.90	% (5)
Goldman Sachs VIT Growth and Income Fund	0.75	%	0.25	% (5)	—		1.00	% (5)
Goldman Sachs VIT International Equity Fund	1.00	%	0.35	% (5)	—		1.35	% (5)
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	%
T. Rowe Price Limited- Term Bond Portfolio (8)	0.70	%	0.00	%	—		0.70	%
Fidelity VIP II Contrafund® Portfolio  – Service Class	0.57	%	0.09	%	0.10	%	0.76	% (4)
Fidelity VIP Growth Portfolio – Service Class	0.57	%	0.09	%	0.10	%	0.76	% (4)
Janus Aspen Balanced Portfolio	0.65	%	0.01	%	—		0.66	% (7)
Janus Aspen Capital Appreciation Portfolio	0.65	%	0.02	%	—		0.67	% (7)
Janus Aspen Worldwide Growth Portfolio	0.65	%	0.04	%	—		0.69	% (7)
American Century VP Income & Growth Fund	0.70	%	0.00	%	—		0.70	%
American Century VP International Fund	1.23	%	0.00	%	—		1.23	%
American Century VP Value Fund	1.00	%	0.00	%	—		1.00	%

*  Prior to May 1, 2000, 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 Blend Fund, MML Small Cap Value Equity Fund, MML Growth Equity Fund, MML Small Cap Growth Equity Fund, MML OTC 100 Fund, MML Emerging Growth Fund and MML Large Cap Value 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, MML Growth Equity Fund, MML Small Cap Growth Equity Fund, MML OTC 100 Fund, MML Emerging Growth Fund and MML Large Cap Value 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, 0.28%, for the MML Growth Equity Fund, 0.18% for the MML Small Cap Growth Equity, 0.43% for the MML OTC 100 Fund, 0.51% for the MML Emerging Growth Fund and 0.27% for the MML Large Cap Value Fund. We do not expect to reimburse any expenses of the MML Equity Fund, MML Blend Fund and MML Managed Bond Fund and 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 these expense reductions and are therefore lower than the actual expenses of the series. Had these fee reductions 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 Fidelity VIP Growth Portfolio—Service Class and the Fidelity VIP II Contrafund® Portfolio—Service Class pay was used to reduce the other expenses for the Portfolios. In addition, these Portfolios have entered into arrangements with their 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 VIP Growth Portfolio would have been 0.07%, decreasing the total fund expenses to 0.74% and the other expenses for the Fidelity VIP II Contrafund® Portfolio 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.

(5) Goldman Sachs Asset Management and Goldman Sachs Asset Management International, the investment advisers to the Funds, have voluntarily agreed to reduce or limit certain other expenses of such Funds (excluding management fees, taxes, interest, brokerage fees, litigation, indemnification and other extraordinary expenses) to the extent such expenses exceed the percentage stated in the table, as calculated per annum, of such Funds’ average daily net assets, respectively. The expenses shown include this reimbursement. If not included, the other expenses and total operating expenses for the Goldman Sachs VIT Capital Growth Fund, Goldman Sachs VIT Mid Cap Value Fund, Goldman Sachs VIT CORE U.S. Equity Fund, Goldman Sachs VIT Growth and Income Fund, and the Goldman Sachs VIT International Equity Fund would be 1.09% and 1.84%, 0.42% and 1.22%, 0.17% and 0.87%, 0.47% and 1.22%, and 0.99% and 1.99%, respectively, and are based on estimated expenses for the fiscal year ended December 31, 2000. The reductions or limits may be discontinued or modified by the Investment advisers in their discretion at any time.

(6)  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.

(7)  Expenses are based upon expenses for the fiscal year ended December 31, 2000, restated to reflect a reduction in the management fee. All expenses are shown without the effect of expense offset arrangements.

(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. The charge varies by policy year.

Substitute Insured Charge.

We charge an administrative fee if You transfer the policy to the life of a substitute insured.

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 forty-two Separate Account Divisions within the policies’ designated segment of the Separate Account. Each Separate Account Division invests in a corresponding Fund as follows:

Division	Fund
MML Emerging Growth Division	MML Emerging Growth Fund
MML Growth Equity Division	MML Growth Equity Fund
MML Large Cap Value Division	MML Large Cap Value Fund
MML OTC 100 Division	MML OTC 100 Fund
MML Small Cap Growth Equity Division	MML Small Cap Growth Equity 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 Blend Division	MML Blend Fund
MML Managed Bond Division	MML Managed Bond 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
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

Division	Fund
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
Goldman Sachs International Equity Division	Goldman Sachs VIT International Equity Fund
Goldman Sachs Capital Growth Division	Goldman Sachs VIT Capital Growth Fund
Goldman Sachs Mid Cap Value Division	Goldman Sachs VIT Mid Cap Value Fund
Goldman Sachs CORE  SM U.S. Equity Division	Goldman Sachs VIT CORE SM U.S. Equity Fund
Goldman Sachs Growth and Income Division	Goldman Sachs VIT Growth and Income Fund
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
T. Rowe Price Limited- Term Bond Division	T. Rowe Price Limited- Term Bond Portfolio
Fidelity VIP II Contrafund Division	Fidelity VIP II Contrafund Portfolio – Service Class
Fidelity VIP Growth Division	Fidelity VIP Growth Portfolio – Service Class
Janus Aspen Balanced Division	Janus Aspen Balanced Portfolio
Janus Aspen Capital Appreciation Division	Janus Aspen Capital Appreciation Portfolio
Janus Aspen Worldwide Growth Division	Janus Aspen Worldwide Growth Portfolio
American Century VP Income & Growth Division	American Century VP Income & Growth Fund
American Century VP International Division	American Century VP International Fund
American Century VP Value Division	American Century VP Value Fund

*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 included with 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 Emerging Growth Fund, MML Growth Equity Fund, MML Large Cap Value Fund, MML OTC 100 Fund, MML Small Cap Growth Equity Fund, MML Small Cap Value Equity Fund, MML Equity Fund, MML Equity Index Fund, MML Blend Fund and MML Managed Bond 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 Emerging Growth Fund

Sub-adviser: RS Investment Management, L.P.

The MML Emerging Growth Fund seeks capital appreciation by investing primarily in smaller, rapidly growing, emerging companies.

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.

MML Large Cap Value Fund

Sub-adviser: Davis Selected Advisers, L.P.

The MML Large Cap Value Fund seeks both capital growth and income by investing in high-quality, large- capitalization companies in the S&P 500 Index®.

MML OTC 100 Fund

Sub-adviser: Deutsche Asset Management, Inc.

The MML OTC 100 Fund seeks to approximate as closely as practicable (before fees and expenses) the total return of the largest publicly traded over-the-counter common stocks by investing primarily in companies listed in the NASDAQ 100 Index®.

NASDAQ 100 index® is a registered service mark of The Nasdaq Stock Market, Inc. (“Nasdaq”). The NASDAQ 100 Index® is composed and calculated by Nasdaq without regard to the Fund. Nasdaq makes no warranty, express or implied, regarding, and bears no liability with respect to, the NASDAQ 100 Index® or its use or any data included therein.

MML Small Cap Growth Equity Fund

Sub-advisers: J.P. Morgan Investment Management, Inc., and Waddell & Reed Investment Management Company.

The MML Small Cap Growth Equity Fund seeks long-term capital appreciation by investing primarily in equity securities of smaller companies with long-term growth potential.

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 & 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 Blend Fund

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

The MML Blend Fund seeks to achieve as high a level of total rate of return over an extended period of time as is considered consistent with prudent investment risk and the preservation of capital by investing in equity, fixed income, and money market securities.

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.

Oppenheimer Variable Account Funds (“Oppenheimer Funds”)

The Oppenheimer Funds is an open-end investment company. The Oppenheimer Funds are advised by OppenheimerFunds, 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 MassMutual. The address of OFI is Two World Trade Center, 34 ^th Floor, New York, N.Y. 10048-0203.

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 Aggressive Growth Fund/VA

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

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 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 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 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.

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 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.

Panorama Series Fund, Inc. (“Panorama Fund”)

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.

Goldman Sachs Variable Insurance Trust (“Goldman Sachs VIT”)

The Goldman Sachs VIT offers shares of its funds to separate accounts of participating life insurance companies.

Goldman Sachs Asset Management (“GSAM”) saves as investment adviser to the Goldman Sachs VIT Growth and Income Fund, Goldman Sachs VIT Core  ^SM U.S. Equity Fund, Goldman Sachs VIT Capital Growth Fund, and Goldman Sachs VIT Mid Cap Value Fund. GSAM is located at 32 Old Slip, New York, N.Y. 10005.

Goldman Sachs Asset Management International (“GSAMI”) serves as investment adviser to the Goldman Sachs VIT International Equity Fund. GSAMI is located at Procession House, 55 Ludgate Hill, London, England EC4M JW.

Goldman Sachs VIT International Equity Fund

The Goldman Sachs VIT International Equity Fund seeks long-term capital appreciation through investments in equity securities of companies that are organized outside of the United States or whose securities are principally traded outside of the United States.

Goldman Sachs VIT Capital Growth Fund

The Goldman Sachs VIT Capital Growth Fund seeks long-term growth of capital through diversified investments in equity securities of U.S. companies that are considered to have long-term capital appreciation potential.

Goldman Sachs VIT Mid Cap Value Fund

The Goldman Sachs VIT Mid Cap Value Fund seeks long-term capital appreciation primarily through investments in equity securities of companies with public stock market capitalizations (based upon shares available for trading on an unrestricted basis) within the range of the market capitalizations of companies constituting the Russell Midcap Index at the time of investment (currently between $300 million and $15 billion).

Goldman Sachs VIT CORE  ^SM U.S. Equity Fund

The Goldman Sachs VIT CORE U.S. Equity Fund seeks long-term growth of capital and dividend income through a broadly diversified portfolio of large-cap and blue chip equity securities representing all major sectors of the U.S. economy.

Goldman Sachs VIT Growth and Income Fund

The Goldman Sachs VIT Growth and Income Fund seeks long-term growth of capital and growth of income through investments in equity securities that are considered to have favorable prospects for capital appreciation and/or dividend-paying ability.

MFS® Variable Insurance Trust ^SM (“MFS Trust”)

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, Mass. 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 in 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 in 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 the common stocks of U.S. companies operating in sectors believed to be the fastest growing in the U.S.

T. Rowe Price Fixed Income Series, Inc.

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

T. Rowe Price is the investment adviser to the T. Rowe Price Fixed Income Series, Inc.

T. Rowe Price Limited-Term Bond Portfolio

The T. Rowe Price Limited-Term Bond Portfolio seeks a high level of income consistent with moderate fluctuation in principal value. The Portfolio invests primarily in investment-grade bonds with an average effective maturity not exceeding five years. Up to 10% of the Portfolio’s assets may be invested in below-investment-grade securities, commonly referred to as “junk bonds,” in an effort to enhance yield.

Fidelity Variable Insurance Products (VIP”) Fund

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

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

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 Growth Portfolio – Service Class

Fidelity VIP Growth Portfolio seeks to achieve capital appreciation. It invests primarily in common stocks of domestic and foreign companies believed to have above-average growth potential.

Fidelity Variable Insurance Products (“VIP”) Fund II

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

Fidelity Management & 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

Fidelity VIP II Contrafund Portfolio 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.

Janus Aspen Series (“Janus Aspen”)

Janus Aspen is an open-end, management investment company.

Janus Capital is the investment adviser to Janus Aspen. Janus Capital is located at 100 Fillmore Street, Denver, Colorado 80206-4928.

Janus Aspen Balanced Portfolio

The Janus Aspen Balanced Portfolio seeks long-term capital growth consistent with preservation of capital and balanced by current income.

Janus Aspen Capital Appreciation Portfolio

The Janus Aspen Capital Appreciation Portfolio seeks long-term growth of capital. The Portfolio invests primarily in common stocks selected for their growth potential. It may invest in companies of any size, from larger, well-established companies to smaller, emerging-growth companies.

Janus Aspen Worldwide Growth Portfolio

The Janus Aspen Worldwide Growth Portfolio seeks long-term growth of capital in a manner consistent with the preservation of capital. The Portfolio invests primarily in common stocks of companies of any size throughout the world.

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.

American Century VP International Fund

American Century VP International Fund seeks capital growth by investing mainly in stocks of foreign companies with very high earnings potential and revenue growth.

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.

Fund Monitoring.

The MML Trust, Oppenheimer Funds, Panorama Fund, Goldman Sachs VIT, MFS Trust, T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., Fidelity VIP, Fidelity VIP II, Janus Aspen Series 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, Goldman Sachs VIT, MFS Trust, T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., Fidelity VIP, Fidelity VIP II, Janus Aspen 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 and qualified plans. 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 3% (2% in New York).

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 four premium concepts under the policy:

1.    Minimum Case Premium.

2.    Minimum Net First Policy Premium.

3.    Planned Annual Premium.

4.    Annual Cutoff Policy Premium.

1.    Minimum Case Premium.

The minimum premium that we require for a case is $250,000 of first year annualized premium.

2.    Minimum Net First Policy Premium.

You must pay the minimum net first policy premium and submit the application and all other required forms in good order to Our Home Office before We will issue Your policy. The minimum net first policy premium is twelve times an amount equal to the first month’s account value charges.

3.    Planned Annual Premium.

You may elect in the application to pay an annual premium for Your policy. We call this premium Your planned annual premium. Your election of a planned annual premium forms the basis for the premium bills We send You. You may change the amount of Your planned annual premium at any time.

The amount of your planned annual premium will depend on:

· The selected face amount of the policy;

· The insured’s age;

· The insured’s gender;

· The insured’s tobacco use classification; and

· The amount of the first premium paid.

There is no penalty if You do not pay the planned annual premium. Your payment of this amount does not guarantee coverage for any period of time. Even if You pay planned annual premiums, the policy terminates if the account value becomes insufficient to pay account value charges and the grace period expires without sufficient payment, unless Your policy meets the safety test.

4.    Annual Cutoff Policy Premium.

The annual cutoff policy premium for Your policy establishes a threshold for Your policy’s sales loads. If You pay premiums that are below the annual cutoff policy premium, a higher sales load will result than if You pay premiums that exceed the annual cutoff policy premium.

We set the annual cutoff policy premium on the date We issue Your policy. The amount of the annual cutoff policy premium depends on:

· The initial selected face amount of the policy;

· The insured’s age;

· The insured’s gender; and

· The insured’s tobacco use classification

The following table shows the annual cutoff policy premium at certain ages for a policy with a selected face amount of $100,000 in all years, under death benefit option 1.

ANNUAL CUTOFF POLICY PREMIUM

LEVEL $100,000 SELECTED FACE AMOUNT

(DEATH BENEFIT OPTION 1)

	Issue Age
Class	Age	Age	Age
	25	40	55
Male Tobacco	$3,247	$5,315	$8,496
Female Tobacco	$2,666	$4,395	$6,955
Unisex Tobacco	$3,132	$5,131	$8,175
Male Non-Tobacco	$2,639	$4,363	$7,183
Female Non-Tobacco	$2,342	$3,883	$6,325
Unisex Non-Tobacco	$2,580	$4,267	$7,009
Male UniTobacco	$2,867	$4,705	$7,593
Female UniTobacco	$2,431	$4,016	$6,450
Unisex UniTobacco	$2,780	$4,567	$7,359

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. The minimum premium payment is $100.00. If You choose the Guideline Premium Test, the maximum premium will be stated on the Schedule Page of Your policy.

Regardless of whether You choose the Guideline Premium Test or the Cash Value Accumulation Test, 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 twenty-one 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 twenty-second Separate Account Division, You must transfer 100% of the account value from one or more of Your twenty-one selected Separate Account Divisions.

During Your free look period, we will apply Your first net premium to the Oppenheimer Money Division, provided the premium equals or exceeds the minimum net first policy premium. At the later of the end of the free look period or the date We receive proper notice that You received Your policy, 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.

*We reserve the right to limit the number of Separate Account Divisions to which You can allocate Your net premiums if the limitation is necessary to protect Your policy’s status as life insurance under federal tax law.

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, and

· Your policy does not meet the safety test.

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 31 days after We have mailed the written notice.

Safety Test.

The safety test is a lapse protection feature. If met, this test allows Your policy to stay in force for a period of time even if there is insufficient account value to cover the account value charges. You may not elect death benefit option 2 or 3, and the insured may not be in a substandard rating class for the safety test to apply.

Your policy meets the safety test on any given monthly calculation date if:

· The sum of premiums paid; less

· Any amounts withdrawn; less

· Any rider charges, if applicable;

equals or exceeds the sum of monthly safety test premiums on that monthly calculation date and all prior monthly calculation dates during the safety test period.

If Your policy debt exceeds account value, Your policy will fail the safety test.

The safety test only applies from the start of the policy date through the safety test’s expiration date. The safety test’s expiration date is the later of the policy anniversary nearest the insured’s 70th birthday, or the tenth policy anniversary.

The safety test is not available in New York.

Safety Test Grace Period.

If Your policy does not meet the safety test on any given monthly calculation date, we will mail You, and any assignee indicated on Our records, a written notice. This notice states the premium amount You need to pay to prevent termination of the safety test. The safety test will expire 31 days after we mail this written notice, unless You send in the required premium payment. Once the safety test terminates, You cannot reinstate it.

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. The minimum face amount is determined using the Cash Value Accumulation Test.

The Cash Value Accumulation Test determines the minimum face amount by multiplying the account value plus the refund of sales load, if applicable, by the minimum face amount percentage. The percentages depend upon the insured’s age, gender and tobacco use classification.

Death Benefit Options.

In the application, You choose a selected face amount and death benefit option. We offer three death benefit options:

1. Death Benefit Option 1:

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 2:

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.

3. Death Benefit Option 3:

The death benefit is the greatest of (a) the selected face amount in effect on the date of death, plus the sum of all premiums paid, less withdrawals; or (b) the selected face amount in effect on the date of death; or (c) 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 options 1 and 3, 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 2, 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, plus refund of sales load, if applicable:	$40,000	$50,000
(c) Sum of premiums less withdrawals:	$30,000	$40,000

	Policy A	Policy B
(d) Minimum face amount percentage on date of death:	240%	240%
(e) Minimum face amount (b x d):	$96,000	$120,000
Death benefit if death benefit          option 1 is in effect [greater of          (a) or (e)]:	$100,000	$120,000
Death benefit if death benefit          option 2 is in effect [greater of          (a + b) or (e)]:	$140,000	$150,000
Death benefit if death benefit          option 3 is in effect [greater of          (a + c) or (a) or (e)]:	$130,000	$140,000

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

Changes In Selected Face Amount.

You may increase the selected face amount by written request six months after policy issue or six months after a previous increase. 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 nearest the insured’s 85th 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 must be for at least $10,000.

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; 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 paid under the policy. We apply this amount to the Oppenheimer Money Division until the later of: (1) the expiration of the free look period or (2) the date We receive proper notice that You have received Your policy. The account value is then allocated among the Separate Account Divisions and/or the GPA according to Your instructions, subject to applicable restrictions.

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; plus

· The refund of sales load, if applicable.

There is no surrender charge.

If You surrender Your policy within the first two policy years, We will refund a portion of the sales load, as part of the cash surrender value. If you surrender Your policy in the first policy year, We will reimburse 65% of the sales load collected for that year. If You surrender Your policy in the second policy year, We will reimburse 30% of the sales load collected in the first policy year.

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 twenty-one Separate Account Divisions and the GPA at any one time. If You want to transfer net premium or transfer account value to a twenty-second Division, You must transfer 100% of the account value from one or more of the twenty-one 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 six 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 must occur within the 31-day period following your policy anniversary date. This transfer may not exceed 25% of Your account value in the GPA at the time of Your transfer. 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.

*We reserve the right to limit the number of Separate Account Divisions to which You can allocate Your account value if the limitation is necessary to protect Your policy’s status as life insurance under federal tax law.

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:
$100 (before deducting the withdrawal charge).

· Maximum withdrawal amount:
Account value, less policy debt, less an amount equal to twelve multiplied by the most recent account value charges for Your policy.

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. The withdrawal amount may not exceed the non-loaned account value of a Separate Account Division or GPA.

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.

You can take a loan on Your policy at any time while the insured is living. The maximum loan is:

· 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 the most recent account value charge for the policy multiplied by the number of monthly calculation dates remaining, up to and including, the next policy anniversary date.

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. 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, even if Your policy meets the safety test. 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 31 days after the date We mailed the notice, the policy terminates without value at the end of those 31 days. Termination of a policy under these circumstances could cause You to recognize gross income.

Interest.

On the Application, You may select 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, Inc. If Moody’s Investors Service, Inc. 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 loan 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 guaranteed not to exceed 3.0%. The current charge varies by policy year as follows:

· Policy years 1 through 15: 0.75%.

· Policy years 16 through 30: 0.55%.

· Policy years 31 and thereafter: 0.45%.

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 multiplied by a factor guaranteed to be no less than 1. As of this date and thereafter, the death benefit option will be death benefit option 1, 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. The safety test will not apply to policies that We reinstate.

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 monthly payment rates We are using when the first payment is due.

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

1.) Payments for life only;

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

3.) 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:

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

2.) 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.

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:

· Exercise dividend rights.

· 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.

Right To Substitute Insured.

You may transfer the policy to the life of a substitute insured subject to certain restrictions. You must request this transfer in writing. The substitution of an insured may affect the policy’s selected face amount and account value. Future charges against the policy will be based on the life of the substitute insured.

The effective date of the transfer is the Policy Anniversary date which is on, or next follows, the later of:

· The date We approve the application for transfer; and

· The date any required cost to transfer is paid.

The costs to transfer are:

· An administrative fee of $75, plus

· Any premium necessary to effect the transfer, plus

· Any excess policy debt You have not repaid prior to transfer.

Excess policy debt is the amount by which policy debt exceeds the maximum loan available after transfer. You must pay any such excess on or before the transfer date.

The incontestability and suicide exclusion periods, as they apply to the substitute insured, run from the transfer date. Any assignments will continue to apply.

The Internal Revenue Service has ruled that a substitution of insureds is an exchange of contracts which does not qualify for the tax deferral available under IRS Code Section 1035. Therefore, You must include in current gross income all the previously unrecognized gain in the policy upon a substitution of insureds.

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 Or Gender.

We will make an adjustment if the insured’s date of birth or gender 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 and gender. If We make the adjustment before the insured dies, We will base future monthly deductions on the correct age and gender.

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.

If the insured commits suicide whether sane or insane within two years after the policy is reinstated and while the policy is in force, We will pay a limited death benefit to the beneficiary. The limited death benefit is the amount of premium You paid to reinstate the policy and any premiums You paid thereafter, less any policy debt or amounts You withdrew.

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 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.

Free Look Provision.

You may cancel Your policy within 10 days after You receive it. You must mail or deliver the policy either:

· To Our Home Office; or

· To the agent who sold You the policy; or

· To one of Our agency offices.

If You cancel the policy, We will pay a refund to You. The refund equals either:

(a) Any premium paid for the policy; plus

(b) Interest credited to the policy under the GPA; plus or minus

(c) An amount that reflects the investment experience of the Separate Account Divisions to the date We receive Your returned policy; minus

(d) Any amounts You borrowed or withdrew, or, where required by state law, all premiums paid, reduced by any amounts borrowed or withdrawn;

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

During the free look period, We will apply premium payments to the Oppenheimer Money Division.

Additional Benefits By Rider.

At Your 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.

Supplemental Monthly Term Insurance Rider.

The Supplemental Monthly Term Insurance Rider (“Term Rider”) provides You with the option to purchase monthly term insurance on the life of the insured. The Term Rider selected face amount supplements the selected face amount of Your policy. You can only elect the Term Rider in the policy’s application. The safety test will not apply to the Term Rider.

If You elect the Term Rider, Your policy’s selected face amount, plus the Term Rider’s selected face amount must equal at least $50,000. However, Your policy’s selected face amount must be at least $5,000.

If You elect the Term Rider, the policy may have a lower annual cutoff policy premium. As a result, You may pay a lower overall sales load when compared to a policy with the same total selected face amount but without the Term Rider.

You may increase the Term Rider selected face amount upon satisfactory written notice to Us. We will require satisfactory evidence of insurability for Your requested increase. You may also decrease the Term Rider selected face amount upon written notice in a form satisfactory to Us.

If You request an increase or decrease or policy withdrawal, You must specify whether We should apply any resulting increase or decrease to the policy’s selected face amount or the Term Rider selected face amount. If you do not specify, We will apply any resulting increase or decrease in proportion to the policy’s selected face amount and the Term Rider selected face amount.

The Term Rider will terminate:

1. If We receive satisfactory written notice to cancel from You. Such cancellation will apply to all monthly calculation dates beginning on or after the date We receive the cancellation notice; or

2. If Your account value is insufficient to cover Your account value charges, regardless of whether Your policy meets the safety test; or

3. Thirty days after an unpaid premium when there is insufficient value to cover the Term Rider’s monthly charges; or

4. Upon the later of (a) Your policy anniversary nearest the insured’s 70th birthday, or (b) upon the tenth policy anniversary; or

5. Upon termination of Your policy for any reason.

If termination occurs for the reason stated in No. 4, the policy’s selected face amount automatically increases by the amount of the Term Rider’s selected face amount. If the Term Rider terminates for any reason, it can never be reinstated.

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 nearest the insured’s 65th 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 disability; or

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

· The day before the policy anniversary after the insured’s 65th 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. 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 than 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:

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

l Create new Separate Accounts;

l Combine any two or more Separate Accounts;

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

l Eliminate one or more Separate Account Divisions;

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

l 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;

l 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;

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

l 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:

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

l All premiums paid during the previous policy year;

l All additions to and deductions from Your account value during the policy year; and

l 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 policy. 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 We receive a completed application, 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, Limited Liability Company in the states of Maine, Ohio and West Virginia.

Commissions.

We pay agents or selling brokers commissions as a percentage of premiums paid under the policies. The commission percentage is based on the annual cutoff policy premium. The maximum commission percentage We will pay under the policies is 13% of premiums.

Agents or selling brokers may also receive asset-based compensation. The maximum asset-based compensation is 0.2% of the account value of the Separate Account Divisions.

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

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 Variable Life Plus Segment of Massachusetts Mutual Variable Life 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, Hartford, 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 included in Appendix F of this prospectus only as bearing upon Our ability to meet Our obligations under the policy.

Appendix A – Glossary

Case:

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

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.

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.

Net Premium:

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

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 mortality and expense risk charges, premium deductions, administrative charge, cost of insurance charges or face amount 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 of 0.60%. The Effective Annual Rates of Return do not reflect premium deductions, 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 mortality and expense risk charges, premium deductions, administrative charge, cost of insurance charges or face amount charges.

Since Tables 1, 2 and 3 do not reflect deductions from premiums or administrative, cost of insurance, and face amount 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 Emerging Growth Fund (5/1/2000) 8	—	—	—	—	—	—	-26.50%
MML Growth Equity Fund (5/3/99)	-6.54%	—	—	—	—	—	12.43%
MML Large Cap Value Fund (5/1/2000)	—	—	—	—	—	—	-1.05%
MML OTC 100 Fund (5/1/2000)	—	—	—	—	—	—	-38.90%
MML Small Cap Growth Equity Fund (5/3/99) 8	-13.87%	—	—	—	—	—	23.75%
MML Small Cap Value Equity Fund (6/1/98) 8	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)  7	-9.43%	11.92%	—	—	—	—	15.92%
MML Blend Fund (2/3/84)	0.02%	3.90%	9.08%	11.24%	11.22%	—	11.87%
MML Managed Bond Fund (12/16/81)	11.19%	5.68%	6.01%	7.95%	8.29%	—	9.61%
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)**, 8	-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%
Goldman Sachs VIT International Equity Fund (1/12/98)  5	-13.15%	—	—	—	—	—	11.29%
Goldman Sachs VIT Capital Growth Fund (4/30/98)  5	-7.95%	—	—	—	—	—	11.14%
Goldman Sachs VIT Mid Cap Value Fund (5/1/98)  5	30.97%	—	—	—	—	—	4.41%
Goldman Sachs VIT CORE SM U.S. Equity Fund (2/13/98)  5	-9.59%	—	—	—	—	—	9.20%
Goldman Sachs VIT Growth and Income Fund (1/12/98)  5	-4.68%	—	—	—	—	—	1.97%
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%
T. Rowe Price Limited-Term Bond Portfolio (5/13/94)	9.25%	5.73%	5.43%	—	—	—	5.96%
Fidelity VIP II Contrafund® Portfolio—Service Class (1/3/95)  6	-6.71%	14.59%	17.75%	—	—	—	21.16%
Fidelity VIP Growth Portfolio—Service Class (10/9/86)  6	-11.07%	19.39%	19.23%	20.00%	—	—	16.35%
Janus Aspen Balanced Portfolio (9/13/93)	-2.27%	18.49%	18.73%	—	—	—	17.19%
Janus Aspen Capital Appreciation Portfolio (5/1/97)	-18.18%	29.97%	—	—	—	—	31.55%
Janus Aspen Worldwide Growth Portfolio (9/13/93)	-15.67%	21.37%	23.02%	—	—	—	22.28%
American Century VP Income & Growth Fund (10/30/97)	-10.62%	—	—	—	—	—	12.28%
American Century VP International Fund (5/1/94)	-16.83%	17.49%	17.07%	—	—	—	13.64%
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 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.

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 Each Goldman Sachs Fund is a series of Goldman Sachs Variable Insurance Trust.

6 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.

7 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.

8 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 0.60%. 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

Fund (Inception Date)	1 Year	5 Years	10 Years	Inception
MML Emerging Growth Division (5/1/2000)	—	—	—	-27.10%
MML Growth Equity Division (5/3/99)	-7.14%	—	—	11.83%
MML Large Cap Value Division (5/1/2000)	—	—	—	-1.65%
MML OTC 100 Division (5/1/2000)	—	—	—	-39.50%
MML Small Cap Growth Equity Division (5/3/99)	-14.47%	—	—	23.15%
MML Small Cap Value Equity Division (6/1/98)	13.03%	—	—	-2.23%
MML Equity Division (9/15/71)	2.26%	11.58%	13.32%	13.01%
MML Equity Index Division (5/1/97)	-10.03%	—	—	15.32%
MML Blend Division (2/3/84)	-0.58%	8.48%	10.64%	11.27%
MML Managed Bond Division (12/16/81)	10.59%	5.41%	7.35%	9.01%
Oppenheimer Global Securities Division (11/12/90)	4.49%	21.74%	15.16%	14.98%
Oppenheimer Main Street Small Cap Division (5/1/98) 1	-18.94%	—	—	4.75%
Oppenheimer Aggressive Growth Division (8/15/86)	-11.84%	19.11%	20.61%	16.15%
Oppenheimer Capital Appreciation Division (4/3/85)	-0.83%	22.09%	18.85%	15.79%
Oppenheimer Main Street® Growth & Income Division (7/5/95)	-9.38%	14.73%	—	18.05%
Oppenheimer Multiple Strategies Division (2/9/87)	5.84%	10.83%	11.14%	10.61%
Oppenheimer High Income Division (4/30/86)	-4.34%	4.82%	11.12%	9.93%
Oppenheimer Strategic Bond Division (5/3/93)	2.03%	5.16%	—	5.11%
Oppenheimer Bond Division (4/3/85)	5.50%	4.42%	6.98%	8.09%
Oppenheimer Money Division (4/3/85)  2, * (7 day yield = 5.61%)	5.66%	4.78%	4.41%	5.25%
Oppenheimer International Growth Division (5/13/92)	-10.03%	14.17%	—	11.08%
Panorama Growth Division (1/21/82)	-13.26%	5.88%	12.82%	14.04%
Panorama Total Return Division (9/30/82)	-3.11%	6.25%	10.28%	11.40%
Goldman Sachs VIT International Equity Division (1/12/98)	-13.75%	—	—	10.69%
Goldman Sachs VIT Capital Growth Division (4/30/98)	-8.55%	—	—	10.54%
Goldman Sachs VIT Mid Cap Value Division (5/1/98)	30.37%	—	—	3.81%
Goldman Sachs VIT CORE SM U.S. Equity Division (2/13/98)	-10.19%	—	—	8.60%
Goldman Sachs VIT Growth and Income Division (1/12/98)	-5.28%	—	—	1.37%
MFS® New Discovery Division (5/1/98)	-2.59%	—	—	22.39%
MFS® Emerging Growth Division (7/24/95)	-20.21%	21.55%	—	23.19%
MFS® Research Division (7/26/95)	-5.45%	15.86%	—	16.61%
T. Rowe Price Mid-Cap Growth Division (12/31/96)	6.81%	—	—	17.23%
T. Rowe Price New America Growth Division (3/31/94)	-11.22%	11.08%	—	14.93%
T. Rowe Price Limited-Term Bond Division (5/13/94)	8.65%	4.83%	—	5.36%
Fideltiy VIP II Contrafund® Division (1/3/95)	-7.31%	17.15%	—	20.56%
Fideltiy VIP Growth Division (10/9/86)	-11.67%	18.63%	19.40%	15.75%
Janus Aspen Balanced Division (9/13/93)	-2.87%	18.13%	—	16.59%
Janus Aspen Capital Appreciation Division (5/1/97)	-18.78%	—	—	30.95%
Janus Aspen Worldwide Growth Division (9/13/93)	-16.27%	22.42%	—	21.68%
American Century VP Income & Growth Division (10/30/97)	-11.22%	—	—	11.68%
American Century VP International Division (5/1/94)	-17.43%	16.47%	—	13.04%
American Century VP Value Division (5/1/96)	17.54%	—	—	11.99%

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 Variable Life®Plus is 2/8/99. The performance figures above are based on the performance of the Separate Account’s underlying Funds. All of the Funds were in existence prior to 2/8/99. 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 Variable Life®Plus. 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 Emerging Growth Fund (5/1/2000)	—	—		—	—	—	—	—	—
MML Growth Equity Fund (5/3/99)	-6.54%	30.10%	*	—	—	—	—	—	—
MML Large Cap Value Fund (5/1/2000)	—	—		—	—	—	—	—	—
MML OTC 100 Fund (5/1/2000)	—	—		—	—	—	—	—	—
MML Small Cap Growth Equity Fund (5/3/99)	-13.87%	65.68%	*	—	—	—	—	—	—
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) 3	-9.43%	20.32%		28.22%	21.93%	—	—	—	—
MML Blend Fund (2/3/84)	0.02%	-1.24%		13.56%	20.89%	13.95%	23.28%	2.48%	9.70%
MML Mgd. Bond Fund (12/16/81) 2	11.19%	-1.83%		8.14%	9.91%	3.25%	19.14%	-3.76%	11.81%
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) 4	-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%
Goldman Sachs VIT International Equity Fund (1/12/98) 3	-13.15%	31.85%		20.07%	—	—	—	—	—
Goldman Sachs VIT Capital Growth Fund (4/30/98) 5	-7.95%	27.13%		13.40%	—	—	—	—	—
Goldman Sachs VIT Mid Cap Value Fund (5/1/98) 5	30.97%	-0.95%		-13.56%	—	—	—	—	—
Goldman Sachs VIT CORE SM U.S. Equity Fund (2/13/98) 5	-9.59%	24.30%		14.73%	—	—	—	—	—
Goldman Sachs VIT Growth and Income Fund (1/12/98) 5	-4.68%	5.41%		5.47%	—	—	—	—	—
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%	—
T. Rowe Price Limited-Term Bond Portfolio (5/13/94)	9.25%	0.84%		7.28%	6.74%	3.26%	9.88%	2.62%	—
Fidelity VIP II Contrafund® Portfolio—Service Class (1/3/95) 6	-6.71%	24.15%		29.94%	24.14%	21.22%	39.72%	—	—
Fidelity VIP Growth Portfolio—Service Class (10/9/86)	-11.07%	37.29%		39.38%	23.45%	14.71%	35.37%	-0.02%	19.37%
Janus Aspen Balanced Fund (9/13/93)	-2.27%	26.76%		34.28%	22.10%	16.18%	24.79%	0.84%	—
Janus Aspen Capital Appreciation Fund (5/1/97)	-18.18%	67.00%		58.11%	—	—	—	—	—
Janus Aspen Worldwide Growth Fund (9/13/93)	-15.67%	64.45%		28.92%	22.15%	29.04%	27.37%	1.53%	—
American Century VP Income & Growth Fund (10/30/97)	-10.62%	18.02%		26.87%	—	—	—	—	—
American Century VP International Fund (5/1/94)	-16.83%	64.04%		18.76%	18.63%	14.32%	12.21%	—	—
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 Emerging Growth Fund (5/1/2000)	—	—	—	—	—	—	—	—
MML Growth Equity Fund (5/3/99)	—	—	—	—	—	—	—	—
MML Large Cap Value Fund (5/1/2000)	—	—	—	—	—	—	—	—
MML OTC 100 Fund (5/1/2000)	—	—	—	—	—	—	—	—
MML Small Cap Growth Equity Fund (5/3/99)	—	—	—	—	—	—	—	—
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) 3	—	—	—	—	—	—	—	—
MML Blend Fund (2/3/84)	9.36%	24.00%	2.37%	19.96%	13.40%	3.12%	18.30%	24.88%
MML Mgd. Bond Fund (12/16/81) 2	7.31%	16.66%	8.38%	12.83%	7.13%	2.60%	14.46%	19.94%
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	-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%
Goldman Sachs VIT International Equity Fund (1/12/98) 5	—	—	—	—	—	—	—	—
Goldman Sachs VIT Capital Growth Fund (4/30/98) 5	—	—	—	—	—	—	—	—
Goldman Sachs VIT Mid Cap Value Fund (5/1/98) 5	—	—	—	—	—	—	—	—
Goldman Sachs VIT CORE SM U.S. Equity Fund (2/13/98) 5	—	—	—	—	—	—	—	—
Goldman Sachs VIT Growth and Income Fund (1/12/98) 5	—	—	—	—	—	—	—	—
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)	—	—	—	—	—	—	—	—
T. Rowe Price Limited-Term Bond Portfolio (5/13/94)	—	—	—	—	—	—	—	—
Fidelity VIP II Contrafund® Portfolio—Service Class (1/3/95) 6	—	—	—	—	—	—	—	—
Fidelity VIP Growth Portfolio—Service Class (10/9/86)	9.32%	45.51%	-11.73%	31.51%	15.58%	3.66%	—	—
Janus Aspen Balanced Fund (9/13/93)	—	—	—	—	—	—	—	—
Janus Aspen Capital Appreciation Fund (5/1/97)	—	—	—	—	—	—	—	—
Janus Aspen Worldwide Growth Fund (9/13/93)	—	—	—	—	—	—	—	—
American Century VP Income & Growth Fund (10/30/97)	—	—	—	—	—	—	—	—
American Century International Fund (5/1/94)	—	—	—	—	—	—	—	—
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. 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.

4. Prior to October 1, 1999, this Fund was called the Panorama International Equity Portfolio.

5. Each Goldman Sachs Fund is a series of Goldman Sachs Variable Insurance Trust.

6. 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.

Appendix C

Illustrations of Death Benefits (Option 1, 2 & 3), Cash Surrender Values and Accumulated Premiums

The following tables illustrate the way in which a policy operates. They show how the death benefit under options 1, 2 & 3 and the 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%. The tables are based on a hypothetical policy issued under the following conditions: the insured is age 45, unisex, unitobacco, $60,000 of Selected Face Amount for the base policy in all years plus $40,000 of Term Face Amount, seven annual premiums of $5,350, and $250,000 of initial case premium paid. We show tables for the current policy charges for policies issued on a guaranteed issue basis and we show separate tables for guaranteed policy charges. These tables will assist in the comparison of death benefits and cash surrender values for the policy with those of other variable life policies which may be issued by Us or other companies.

1.  The illustration on page C-3 is for a policy using death benefit option 1 and the current schedule of charges for policies issued on a guaranteed issue basis.

2.  The illustration on page C-4 is for a policy using death benefit option 1 and the guaranteed schedule of charges.

3.  The illustration on page C-5 is for a policy using death benefit option 2 and the current schedule of charges for policies issued on a guaranteed issue basis.

4.  The illustration on page C-6 is for a policy using death benefit option 2 and the guaranteed schedule of charges.

5.  The illustration on page C-7 is for a policy using death benefit option 3 and the current schedule of charges for policies issued on a guaranteed issue basis.

6.  The illustration on page C-8 is for a policy using death benefit option 3 and the guaranteed schedule of charges.

The death benefits and cash surrender values for a policy would be different from the amount shown if the rates of return 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 death benefits and cash surrender values shown in illustrations 1, 3, and 5 reflect the following current charges:

1.  State Premium tax deduction of 2% and a DAC tax deduction of 1%.

2.  Administrative charge, equal to a monthly $5.25 per Policy.

3.  Cost of insurance charges, based on the current charges for policies issued on a guaranteed issue basis by Us.

4.  Mortality and expense risk charge for policy years 1-15, which is equal to 0.60% on an annual basis, of the net asset value of the Fund shares held by the Separate Account. Mortality and expense risk charge for policy year 16-30, which is equal to 0.40% on an annual basis, of the net asset value of the Fund shares held by the Separate Account. Mortality and expense risk charge for policy years 31 +, which is equal to 0.30% on an annual basis, of the net asset value of the Fund shares held by the Separate Account.

5.  Fund level expenses of 0.81% on an annual basis, of the net asset value of the MML Trust, Oppenheimer Funds, Panorama Fund, Goldman Sachs VIT, MFS Trust, T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., Fidelity VIP, Fidelity VIP II, Janus Aspen Series and American Century VP shares held by the Separate Account.

The death benefits and cash surrender values shown in illustrations 2, 4, and 6 reflect these guaranteed maximum charges:

1.  State Premium tax deduction of 2% and a DAC tax deduction of 1%.

2.  Administrative charge, equal to a monthly $9.00 per Policy.

3.  Cost of insurance charges based on 100% of the 1980 CSO mortality table.

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

5.  Fund level expenses of 0.81% on an annual basis, of the net asset value of the MML Trust, Oppenheimer Funds, Panorama Fund, Goldman Sachs VIT, MFS Trust, T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., Fidelity VIP, Fidelity VIP II, Janus Aspen Series and American Century VP shares held by the Separate Account. (this unweighted average reflects current Fund level expenses).

Cash surrender values shown in the tables reflect the deduction of the applicable sales loads, premium taxes, and DAC taxes for the policy illustrated. Currently, We do not assess a charge 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 tables are based on the assumption that the Owner has requested a level selected face amount, that no policy loans, or additional premium payments have been made, and no transaction charges have been incurred, and that the entire account value under the policy is allocated to the Separate Account.

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY

WITH TABLE OF SELECTED FACE AMOUNTS

Unisex (85% male), Issue Age 45, Uni Tobacco (85% nonsmoker)

$60,000 Selected Face Amount All Years

$40,000 Term Face Amount

$3,225 Cutoff Premium

Seven Annual Premium Payments of $5,350 and $250,000 Initial Case Premium Paid

Using Current Schedule of Charges for Guaranteed Issue

Definition of Life Insurance Cash Value Accumulation Test

		Death Benefit (Option 1)			Cash Surrender Value
End of Policy Year	Premiums Per Year	Premiums Accumulated at 5% Interest Per Year	Assuming Hypothetical Gross Annual Investment Return of			Assuming Hypothetical Gross Annual Investment Return of
			0.00%	6.00%	12.00%	0.00%	6.00%	12.00%
1	$      5,350	5,618	100,000	100,000	100,000	4,849	5,131	5,413
2	5,350	11,516	100,000	100,000	100,000	9,138	9,984	10,865
3	5,350	17,709	100,000	100,000	100,000	13,389	15,089	16,927
4	5,350	24,212	100,000	100,000	100,000	17,690	20,543	23,750
5	5,350	31,040	100,000	100,000	100,000	21,938	26,255	31,303
6	5,350	38,210	100,000	100,000	103,122	26,135	32,238	39,662
7	5,350	45,738	100,000	100,000	123,626	30,282	38,506	48,864
8	-	48,025	100,000	100,000	131,467	29,585	39,993	53,660
9	-	50,426	100,000	100,000	140,266	28,887	41,543	58,935
10	-	52,947	100,000	100,134	150,188	28,187	43,161	64,736
15	-	67,575	100,000	105,499	208,993	24,471	52,227	103,462
20 (Age 65)	-	86,245	100,000	113,088	295,931	20,145	63,533	166,254
25	-	110,073	100,000	122,192	422,362	14,199	76,850	265,637
30	-	140,485	100,000	133,012	607,172	5,252	92,370	421,647
35	-	179,298	-	145,736	878,306	-	110,406	665,384
40	-	228,834	-	160,153	1,273,962	-	130,206	1,035,741
45	-	292,057	-	177,211	1,860,136	-	151,463	1,589,860
50	-	372,747	-	193,654	2,681,737	-	174,463	2,415,979

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 trusts that these hypothetical rates of return can be achieved for any one year or sustained over any period of time.

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY

WITH TABLE OF SELECTED FACE AMOUNTS

Unisex (85% male), Issue Age 45, Uni Tobacco (85% nonsmoker)

$60,000 Selected Face Amount All Years

$40,000 Term Face Amount

$3,225 Cutoff Premium

Seven Annual Premium Payments of $5,350 and $250,000 Initial Case Premium Paid

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

Definition of Life Insurance: Cash Value Accumulation Test

End of Policy Year	Premiums Per Year	Premiums Accumulated at 5% Interest Per Year	Death Benefit (Option 1)			Cash Surrender Value
			Assuming Hypothetical Gross Annual Investment Return of			Assuming Hypothetical Gross Annual Investment Return of
			0%	6%	12%	0%	6%	12%
1	$5,350	5,618	100,000	100,000	100,000	4,539	4,811	5,084
2	5,350	11,516	100,000	100,000	100,000	8,590	9,400	10,243
3	5,350	17,709	100,000	100,000	100,000	12,584	14,204	15,956
4	5,350	24,212	100,000	100,000	100,000	16,610	19,322	22,373
5	5,350	31,040	100,000	100,000	100,000	20,568	24,641	29,386
6	5,350	38,210	100,000	100,000	100,000	24,437	30,132	37,041
7	5,350	45,738	100,000	100,000	114,755	28,196	35,795	45,358
8	-	48,025	100,000	100,000	120,308	27,115	36,615	49,105
9	-	50,426	100,000	100,000	126,480	26,036	37,435	53,143
10	-	52,947	100,000	100,000	133,362	24,949	38,248	57,484
15	-	67,575	100,000	100,000	170,923	18,804	42,192	84,615
20 (Age 65)	-	86,245	100,000	100,000	219,094	10,501	45,643	123,086
25	-	110,073	-	100,000	279,829	-	47,887	175,993
30	-	140,485	-	100,000	355,410	-	41,190	246,813
35	-	179,298	-	100,000	444,457	-	14,560	336,710
40	-	228,834	-	-	550,456	-	-	447,526
45	-	292,057	-	-	672,310	-	-	574,624
50	-	372,747	-	-	798,963	-	-	719,787

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 trusts that these hypothetical rates of return can be achieved for any one year or sustained over any period of time.

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY

WITH TABLE OF SELECTED FACE AMOUNTS

Unisex (85% male), Issue Age 45, Uni Tobacco (85% nonsmoker)

$60,000 Selected Face Amount All Years

$40,000 Term Face Amount

$3,225 Cutoff Premium

Seven Annual Premium Payments of $5,350 and $250,000 Initial Case Premium Paid

Using Current Schedule of Charges for Guaranteed Issue

Definition of Life Insurance Cash Value Accumulation Test

			Death Benefit (Option 2)			Cash Surrender Value
End of Policy Year	Premiums Per Year	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	$5,350	5,618	104,621	104,903	105,184	4,844	5,126	5,408
2	5,350	11,516	109,005	109,849	110,727	9,108	9,952	10,830
3	5,350	17,709	113,323	115,014	116,842	13,323	15,014	16,842
4	5,350	24,212	117,575	120,406	123,589	17,575	20,406	23,589
5	5,350	31,040	121,762	126,037	131,035	21,762	26,037	31,035
6	5,350	38,210	125,885	131,916	139,252	25,885	31,916	39,252
7	5,350	45,738	129,945	138,055	148,320	29,945	38,055	48,320
8	-	48,025	129,162	139,399	152,975	29,162	39,399	52,975
9	-	50,426	128,378	140,791	158,103	28,378	40,791	58,103
10	-	52,947	127,591	142,231	163,752	27,591	42,231	63,752
15	-	67,575	123,382	149,991	205,305	23,382	49,991	101,636
20 (Age 65)	-	86,245	118,380	158,806	290,693	18,380	58,806	163,311
25	-	110,073	111,615	167,552	414,875	11,615	67,552	260,928
30	-	140,485	101,976	174,817	596,398	1,976	74,817	414,166
35	-	179,298	-	177,323	862,713	-	77,323	653,570
40	-	228,834	-	168,194	1,251,335	-	68,194	1,017,346
45	-	292,057	-	137,219	1,827,091	-	37,219	1,561,616
50	-	372,747	-	-	2,634,088	-	0	2,373,052

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 trusts that these hypothetical rates of return can be achieved for any one year or sustained over any period of time.

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY

WITH TABLE OF SELECTED FACE AMOUNTS

Unisex (85% male), Issue Age 45, Uni Tobacco (85% nonsmoker)

$60,000 Selected Face Amount All Years

$40,000 Term Face Amount

$3,225 Cutoff Premium

Seven Annual Premium Payments of $5,350 and $250,000 Initial Case Premium Paid

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

Definition of Life Insurance: Cash Value Accumulation Test

	Premiums Per Year	Premiums Accumulated at 5% Interest Per Year	Death Benefit (Option 2)			Cash Surrender Value
End of Policy Year			Assuming Hypothetical Gross Annual Investment Return of			Assuming Hypothetical Gross Annual Investment Return of
			0%	6%	12%	0%	6%	12%
1	$5,350	5,618	104,291	104,562	104,833	4,515	4,785	5,056
2	5,350	11,516	108,411	109,213	110,048	8,514	9,316	10,151
3	5,350	17,709	112,428	114,025	115,753	12,428	14,025	15,753
4	5,350	24,212	116,342	119,003	121,996	16,342	19,003	21,996
5	5,350	31,040	120,151	124,149	128,826	20,151	24,149	28,826
6	5,350	38,210	123,855	129,468	136,299	23,855	29,468	36,299
7	5,350	45,738	127,450	134,961	144,444	27,450	34,961	44,444
8	-	48,025	126,174	135,586	148,007	26,174	35,586	48,007
9	-	50,426	124,864	136,178	151,848	24,864	36,178	51,848
10	-	52,947	123,515	136,730	155,980	23,515	36,730	55,980
15	-	67,575	115,967	138,565	181,783	15,967	38,565	81,783
20 (Age 65)	-	86,245	106,345	137,688	218,354	6,345	37,688	118,354
25	-	110,073	-	131,409	268,747	-	31,409	168,747
30	-	140,485	-	107,102	339,730	-	7,102	235,924
35	-	179,298	-	-	424,145	-	-	321,322
40	-	228,834	-	-	525,094	-	-	425,094
45	-	292,057	-	-	635,316	-	-	535,316
50	-	372,747	-	-	727,864	-	-	627,864

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 trusts that these hypothetical rates of return can be achieved for any one year or sustained over any period of time.

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY

WITH TABLE OF SELECTED FACE AMOUNTS

Unisex (85% male), Issue Age 45, Uni Tobacco (85% nonsmoker)

$60,000 Selected Face Amount All Years

$40,000 Term Face Amount

$3,225 Cutoff Premium

Seven Annual Premium Payments of $5,350 and $250,000 Initial Case Premium Paid

Using Current Schedule of Charges for Guaranteed Issue

Definition of Life Insurance: Cash Value Accumulation Test

			Death Benefit (Option 3)			Cash Surrender Value
End of Policy Year	Premiums Per Year	Premiums Accumulation 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	$5,350	5,618	105,350	105,350	105,350	4,844	5,126	5,407
2	5,350	11,516	110,700	110,700	110,700	9,104	9,949	10,828
3	5,350	17,709	116,050	116,050	116,050	13,312	15,007	16,840
4	5,350	24,212	121,400	121,400	121,400	17,554	20,396	23,591
5	5,350	31,040	126,750	126,750	126,750	21,729	26,022	31,046
6	5,350	38,210	132,100	132,100	132,100	25,835	31,899	39,280
7	5,350	45,738	137,450	137,450	137,450	29,874	38,036	48,378
8	-	48,025	137,450	137,450	137,450	29,069	39,383	53,081
9	-	50,426	137,450	137,450	138,705	28,258	40,782	58,280
10	-	52,947	137,450	137,450	148,513	27,442	42,236	64,014
15	-	67,575	137,450	137,450	206,653	22,993	50,202	102,304
20 (Age 65)	-	86,245	137,450	137,450	292,610	17,437	59,742	164,388
25	-	110,073	137,450	137,450	417,615	9,433	70,442	262,651
30	-	140,485	-	137,450	600,340	-	82,332	416,903
35	-	179,298	-	137,450	868,418	-	95,676	657,893
40	-	228,834	-	137,450	1,259,614	-	110,770	1,024,076
45	-	292,057	-	150,626	1,839,182	-	128,741	1,571,950
50	-	372,747	-	164,546	2,651,522	-	148,239	2,388,759

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 trusts that these hypothetical rates of return can be achieved for any one year or sustained over any period of time.

FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY

WITH TABLE OF SELECTED FACE AMOUNTS

Unisex (85% male), Issue Age 45, Uni Tobacco (85% nonsmoker)

$60,000 Selected Face Amount All Years

$40,000 Term Face Amount

$3,225 Cutoff Premium

Seven Annual Premium Payments of $5,350 and $250,000 Initial Case Premium Paid

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

Definition of Life Insurance Cash Value Accumulation Test

			Death Benefit (Option 3)			Cash Surrender Value
End of Policy Year	Premiums Per Year	Premiums Accumulation 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	$5,350	5,618	105,350	105,350	105,350	4,511	4,782	5,053
2	5,350	11,516	110,700	110,700	110,700	8,499	9,304	10,142
3	5,350	17,709	116,050	116,050	116,050	12,392	13,999	15,738
4	5,350	24,212	121,400	121,400	121,400	16,276	18,958	21,978
5	5,350	31,040	126,750	126,750	126,750	20,042	24,081	28,813
6	5,350	38,210	132,100	132,100	132,100	23,687	29,373	36,307
7	5,350	45,738	137,450	137,450	137,450	27,203	34,836	44,468
8	-	48,025	137,450	137,450	137,450	25,830	35,434	48,062
9	-	50,426	137,450	137,450	137,450	24,401	36,001	51,948
10	-	52,947	137,450	137,450	137,450	22,907	36,531	56,145
15	-	67,575	137,450	137,450	166,833	14,078	38,331	82,591
20 (Age 65)	-	86,245	137,450	137,450	213,823	1,440	37,497	120,125
25	-	110,073	-	137,450	273,073	-	30,636	171,744
30	-	140,485	-	-	346,807	-	-	240,838
35	-	179,298	-	-	433,678	-	-	328,544
40	-	228,834	-	-	537,087	-	-	436,656
45	-	292,057	-	-	655,964	-	-	560,653
50	-	372,747	-	-	779,522	-	-	702,272

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 trusts 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 - Minimum Face Amount Percentages

	Cash Value Accumulation Test:									Guideline Premium Test:
Attained Age	Male * Non- Tobacco	Male Tobacco	Male Uni- Tobacco	Female * Non- Tobacco	Female Tobacco	Female Uni- Tobacco	Unisex * Non- Tobacco	Unisex Tobacco	Unisex Uni- Tobacco	All Rate Classes
20	710	576	653	808	711	779	727	598	674	250
21	689	559	634	783	688	754	706	581	654	250
22	669	543	615	758	666	730	685	564	635	250
23	649	528	597	733	645	706	664	547	616	250
24	629	512	580	710	624	684	644	531	598	250
25	610	497	562	687	604	662	624	515	579	250
26	591	482	545	664	584	640	604	499	561	250
27	572	467	528	643	565	619	585	483	544	250
28	554	452	511	622	547	599	566	468	526	250
29	536	438	494	601	529	580	548	453	509	250
30	518	424	479	581	512	561	530	438	493	250
31	501	410	463	562	495	542	512	424	477	250
32	485	397	448	544	479	525	495	411	461	250
33	469	384	433	526	463	507	479	397	446	250
34	453	371	419	508	448	491	463	385	432	250
35	438	360	406	491	434	475	448	372	418	250
36	424	348	392	475	420	459	433	360	404	250
37	410	337	380	459	406	444	419	349	391	250
38	396	326	367	444	393	430	405	338	378	250
39	383	316	356	430	381	416	391	327	366	250
40	370	306	344	416	369	403	379	317	355	250
41	358	296	333	402	357	390	366	307	343	243
42	347	287	323	389	346	378	354	297	333	236
43	335	279	313	377	336	366	343	288	322	229
44	324	270	303	365	326	355	332	280	312	222
45	314	262	294	353	316	344	321	272	303	215
46	304	255	285	342	307	333	311	264	294	209
47	294	247	277	332	298	323	301	256	285	203
48	285	240	268	321	289	313	292	249	276	197
49	276	234	260	311	281	304	283	242	268	191
50	268	227	253	302	273	295	274	235	260	185
51	259	221	245	292	266	286	265	229	253	178
52	251	215	238	284	258	278	257	223	245	171
53	244	209	232	275	251	270	249	217	238	164
54	236	204	225	267	244	262	242	211	232	157
55	229	199	219	259	238	254	235	206	225	150
56	223	194	213	251	231	247	228	200	219	146
57	216	189	207	244	225	240	221	196	213	142
58	210	185	202	237	219	233	215	191	208	138
59	204	180	197	230	214	227	209	186	202	134
60	199	176	192	223	208	221	203	182	197	130
61	193	172	187	217	203	214	198	178	192	128
62	188	168	182	210	197	208	192	174	187	126

	Cash Value Accumulation Test:									Guideline Premium Test:
Attained Age	Male * Non- Tobacco	Male Tobacco	Male Uni- Tobacco	Female * Non- Tobacco	Female Tobacco	Female Uni- Tobacco	Unisex * Non- Tobacco	Unisex Tobacco	Unisex Uni- Tobacco	All Rate Classes
63	183	165	178	204	192	203	187	170	183	124
64	179	161	174	199	187	197	182	166	178	122
65	174	158	170	193	183	192	178	163	174	120
66	170	155	166	188	178	187	173	160	170	119
67	166	152	162	183	174	182	169	157	166	118
68	162	149	159	178	170	177	165	154	162	117
69	158	147	155	174	166	173	161	151	159	116
70	155	144	152	169	162	169	158	148	156	115
71	152	142	149	165	159	164	154	146	152	113
72	148	140	146	161	155	160	151	143	149	111
73	145	137	144	157	152	156	148	141	146	109
74	143	135	141	153	149	153	145	139	144	107
75	140	133	139	150	146	149	142	137	141	105
76	138	132	136	147	143	146	140	135	139	105
77	135	130	134	143	140	143	137	133	136	105
78	133	128	132	141	138	140	135	131	134	105
79	131	127	130	138	135	138	133	129	132	105
80	129	126	129	135	133	135	131	128	130	105
81	127	124	127	133	131	133	129	126	128	105
82	126	123	125	130	129	130	127	125	127	105
83	124	122	124	128	127	128	125	123	125	105
84	123	121	122	126	125	126	124	122	123	105
85	121	120	121	124	123	124	122	121	122	105
86	120	119	120	123	122	123	121	120	121	105
87	119	118	119	121	120	121	119	119	119	105
88	118	117	118	119	119	119	118	118	118	105
89	117	116	116	118	118	118	117	117	117	105
90	116	115	116	117	117	117	116	116	116	105
91	115	114	115	115	115	115	115	115	115	104
92	114	113	114	114	114	114	114	114	114	103
93	112	112	112	113	113	113	113	113	113	102
94	111	111	111	112	112	112	111	111	111	101
95	110	110	110	110	110	110	110	110	110	100
96	109	109	109	109	109	109	109	109	109	100
97	107	107	107	107	107	107	107	107	107	100
98	106	106	106	106	106	106	106	106	106	100
99	104	104	104	104	104	104	104	104	104	100

* The Non-Tobacco rates apply to both Preferred Non-Tobacco and Standard Non-Tobacco Policies

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 Variable Life® Plus 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 year ended December 31, 2000 and for the period from April 1, 1999 through December 31, 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 year ended December 31, 2000 and for the period from April 1, 1999 through December 31, 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 Variable Life® Plus Segment

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2000

	MML Equity Division	MML Managed Bond Division	MML Blend Division	MML Equity Index Division	MML Small Cap Value Equity Division	MML Large Cap Value Division	MML Emerging Growth Division	Oppenheimer Money Division	Oppenheimer Bond Division	Oppenheimer High Income Division
ASSETS
Investments
Number of shares (Note 2)	17,751	126,546	28,102	423,304	601	9,379	4,953	8,269,843	7,151	14,741
Identified cost (Note 3B)	$      641,377	$  1,489,337	$      642,521	$  7,569,932	$          5,513	$        92,341	$        46,006	$  8,269,843	$        77,672	$      143,847
Value (Note 3A)	$      608,891	$  1,542,107	$      548,401	$  6,882,927	$          5,644	$        92,515	$        36,412	$  8,269,843	$        80,447	$      136,651
Dividends receivable	-	-	-	-	-	-	-	8,403	-	-
Receivable from Massachusetts Mutual Life Insurance Company	-	-	-	-	-	-	-	-	-	-
Total assets	608,891	1,542,107	548,401	6,882,927	5,644	92,515	36,412	8,278,246	80,447	136,651
LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company	961	2,141	833	10,028	8	85	33	10,966	116	209
NET ASSETS	$      607,930	$  1,539,966	$      547,568	$  6,872,899	$          5,636	$        92,430	$        36,379	$  8,267,280	$        80,331	$      136,442
Net Assets:
For variable life insurance policies	$      607,930	$  1,539,966	$      547,568	$  6,872,899	$          5,636	$        92,430	$        36,379	$  8,267,280	$        80,331	$      136,442
Accumulation units (Note 7)
Policyowners	605,069	1,408,425	551,574	6,719,883	4,482	96,353	51,472	7,589,288	77,310	142,300
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 2000	$            1.00	$            1.09	$            0.99	$            1.02	$            1.26	$            0.96	$            0.71	$            1.09	$            1.04	$            0.96
December 31, 1999	-	0.99	1.00	1.14	-	-	-	1.03	-	-

See Notes to Financial Statements.

F-2

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2000

	Oppenheimer Aggressive Growth Division	Oppenheimer Capital Appreciation Division	Oppenheimer Multiple Strategies Division	Oppenheimer Global Securities Division	Oppenheimer Strategic Bond Division	Oppenheimer Main Street Growth & Income Division	Oppenheimer Small Cap Growth Division	Panorama Total Return Division	Panorama Growth Division
ASSETS
Investments
Number of shares (Note 2)	6,994	13,564	1,162	28,274	7,174	14,795	16,618	173,650	39,528
Identified cost (Note 3B)	$  660,500	$  662,910	$    19,489	$  879,791	$    34,435	$  342,425	$  196,852	$  266,837	$    88,143
Value (Note 3A)	$  494,957	$  632,480	$    19,237	$  857,555	$    33,647	$  314,551	$  184,294	$  251,792	$    77,475
Dividends receivable	-	-	-	-	-	-	-	-	-
Receivable from Massachusetts Mutual Life Insurance Company	-	-	-	-	-	-	-	-	-
Total assets	494,957	632,480	19,237	857,555	33,647	314,551	184,294	251,792	77,475
LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company	629	821	28	1,117	54	405	196	695	109
NET ASSETS	$  494,328	$  631,659	$    19,209	$  856,438	$    33,593	$  314,146	$  184,098	$  251,097	$    77,366
Net Assets:
For variable life insurance policies	$  494,328	$  631,659	$    19,209	$  856,438	$    33,593	$  314,146	$  184,098	$  251,097	$    77,366
Accumulation units (Note 7)
Policyowners	338,652	483,175	16,639	540,072	32,277	296,420	142,811	260,615	91,307
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 2000	$        1.46	$        1.31	$        1.15	$        1.59	$        1.04	$        1.06	$        1.29	$        0.96	$        0.85
December 31, 1999	1.65	-	-	-	1.02	-	-	-	-

See Notes to Financial Statements.

F-3

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2000

	*Oppenheimer International Growth Division	American Century VP Income & Growth Division	T. Rowe Price Mid-Cap Growth Division	T. Rowe Price New America Growth Division	T. Rowe Price Limited-Term Bond Division	Fidelity VIP II Contrafund Division	Goldman Sachs Capital Growth Division	Goldman Sachs Mid Cap Value Division
ASSETS
Investments
Number of shares (Note 2)	76,466	12,155	15,699	3,679	14,922	21,932	41,538	31,132
Identified cost (Note 3B)	$  139,159	$    92,013	$  303,036	$    84,456	$    72,835	$  554,494	$  596,192	$  302,189
Value (Note 3A)	$  133,052	$    86,422	$  289,325	$    76,921	$    73,565	$  519,130	$  502,196	$  332,179
Dividends receivable	-	-	-	-	250	-	-	-
Receivable from Massachusetts Mutual Life Insurance Company	-	-	-	-	-	-	-	-
Total assets	133,052	86,422	289,325	76,921	73,815	519,130	502,196	332,179
LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company	124	160	385	60	35	748	699	500
NET ASSETS	$  132,928	$    86,262	$  288,940	$    76,861	$    73,780	$  518,382	$  501,497	$  331,679
Net Assets:
For variable life insurance policies	$  132,928	$    86,262	$  288,940	$    76,861	$    73,780	$  518,382	$  501,497	$  331,679
Accumulation units (Note 7)
Policyowners	98,656	98,557	217,385	77,294	67,773	478,967	457,288	251,236
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 2000	$        1.35	$        0.88	$        1.33	$        0.99	$        1.09	$        1.08	$        1.10	$        1.32
December 31, 1999	1.50	-	1.24	-	-	-	1.20	1.01

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

See Notes to Financial Statements.

F-4

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF ASSETS AND LIABILITIES (Continued)

December 31, 2000

	Goldman Sachs CORE SM U.S. Equity Division	Goldman Sachs Growth and Income Division	Goldman Sachs International Equity Division	MFS New Discovery Division	MFS Emerging Growth Division	MFS Research Division	Janus Aspen Worldwide Growth Division	Janus Aspen Capital Appreciation Division	Janus Aspen Balanced Division
ASSETS
Investments
Number of shares (Note 2)	27,304	508	10,632	11,113	13,873	1,249	1,558	3,047	2,990
Identified cost (Note 3B)	$  386,616	$      5,630	$  150,404	$  192,864	$  457,282	29,592	64,502	92,437	74,812
Value (Note 3A)	$  340,748	$      5,252	$  125,241	$  184,593	$  400,108	$    25,972	$    57,626	$    81,641	$    72,675
Dividends receivable	-	-	-	-	-	-	-	-	-
Receivable from Massachusetts Mutual Life Insurance Company	-	-	-	-	-	-	-	-	-
Total assets	340,748	5,252	125,241	184,593	400,108	25,972	57,626	81,641	72,675
LIABILITIES
Payable to Massachusetts Mutual Life Insurance Company	508	8	187	209	449	38	53	75	108
NET ASSETS	$  340,240	$      5,244	$  125,054	$  184,384	$  399,659	$    25,934	$    57,573	$    81,566	$    72,567
Net Assets:
For variable life insurance policies	$  340,240	$      5,244	$  125,054	$  184,384	$  399,659	$    25,934	$    57,573	$    81,566	$    72,567
Accumulation units (Note 7)
Policyowners	327,745	5,336	111,978	108,766	296,858	22,623	72,886	103,883	76,893
NET ASSET VALUE PER ACCUMULATION UNIT
December 31, 2000	$        1.04	$        0.98	$        1.12	$        1.70	$        1.35	$        1.15	$        0.79	$        0.79	$        0.94
December 31, 1999	1.16	-	-	-	-	-	-	-	-

See Notes to Financial Statements.

F-5

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF OPERATIONS

For The Year Ended December 31, 2000

	MML Equity Division		MML Managed Bond Division	MML Blend Division		MML Equity Index Division		MML Small Cap Value Equity Division	†MML Large Cap Value Division		†MML Emerging Growth Division		Oppenheimer Money Division	Oppenheimer Bond Division		Oppenheimer High Income Division
Investment Income
Dividends (Note 3B)	$            53,669		$            64,670	$            94,366		$            60,794		$                  45	$                328		$                    -		$          249,102	$                    5		$                311
Expenses
Mortality and expense risk fees (Note 4)	2,765		6,757	2,442		36,721		9	83		35		24,343	194		311
Net investment income (loss) (Note 3C)	50,904		57,913	91,924		24,073		36	245		(35	)	224,759	(189	)	-
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3B, 3C & 6)	54,074		2,610	1,793		625,948		10	(7	)	(29	)	—	3		(1,069	)
Change in net unrealized appreciation/depreciation of investments	(32,485	)	60,511	(94,264	)	(1,407,674	)	132	174		(9,594	)	—	2,776		(7,196	)
Net gain (loss) on investments	21,589		63,121	(92,471	)	(781,726	)	142	167		(9,623	)	—	2,779		(8,265	)
Net increase (decrease) in net assets resulting from operations	$            72,493		$          121,034	$                (547	)	$        (757,653	)	$                178	$                412		$            (9,658	)	$          224,759	$              2,590		$            (8,265	)

† For the Period September 1, 2000 (Commencement of Operations) Through December 31, 2000.

See Notes to Financial Statements.

F-6

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF OPERATIONS (Continued)

For The Year Ended December 31, 2000

	Oppenheimer Aggressive Growth Division		Oppenheimer Capital Appreciation Division		Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division		Oppenheimer Main Street Growth & Income Division		Oppenheimer Small Cap Growth Division		Panorama Total Return Division		Panorama Growth Division
Investment income
Dividends (Note 3B)	$        2,704		$        2,677		$              -		$        2,456		$        1,614		$        3,381		$              -		$          124		$              -
Expenses
Mortality and expense risk fees (Note 4)	1,735		1,817		52		1,941		146		1,173		325		439		136
Net investment income (loss) (Note 3C)	969		860		(52	)	515		1,468		2,208		(325	)	(315	)	(136	)
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3B, 3C & 6)	2,461		(2,788	)	22		(6,388	)	(490	)	1,365		(7,511	)	(50	)	(7	)
Change in net unrealized appreciation/depreciation of investments	(173,115	)	(30,430	)	(252	)	(22,236	)	(954	)	(27,875	)	(12,557	)	(15,045	)	(10,668	)
Net gain (loss) on investments	(170,654	)	(33,218	)	(230	)	(28,624	)	(1,444	)	(26,510	)	(20,068	)	(15,095	)	(10,675	)
Net increase (decrease) in net assets resulting from operations	$  (169,685	)	$    (32,358	)	$          (282	)	$    (28,109	)	$            24		$    (24,302	)	$    (20,393	)	$    (15,410	)	$    (10,811	)

See Notes to Financial Statements.

F-7

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF OPERATIONS (Continued)

For The Year Ended December 31, 2000

	*Oppenheimer International Growth Division		†American Century VP Income & Growth Division		T. Rowe Price Mid-Cap Growth Division		T. Rowe Price New America Growth Division		T. Rowe Price Limited-Term Bond Division	Fidelity VIP II Contrafund Division		Goldman Sachs Capital Growth Division		Goldman Sachs Mid Cap Value Division
Investment income
Dividends (Note 3B)	$      4,518		$            -		$      4,968		$      3,962		$        471	$        154		$    30,246		$    10,565
Expenses
Mortality and expense risk fees (Note 4)	325		81		778		146		44	1,109		1,229		850
Net investment income (loss) (Note 3C)	4,193		(81	)	4,190		3,816		427	(955	)	29,017		9,715
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3B, 3C & 6)	(5,649	)	(18	)	6,099		170		1	(378	)	4,107		10,714
Change in net unrealized appreciation/depreciation of investments	(9,919	)	(5,591	)	(17,139	)	(7,535	)	730	(35,365	)	(93,997	)	28,414
Net gain (loss) on investments	(15,568	)	(5,609	)	(11,040	)	(7,365	)	731	(35,743	)	(89,890	)	39,128
Net increase (decrease) in net assets resulting from operations	$  (11,375	)	$    (5,690	)	$    (6,850	)	$    (3,549	)	$      1,158	$  (36,698	)	$  (60,873	)	$    48,843

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

† For the Period September 1, 2000 (Commencement of Operations) Through December 31, 2000.

See Notes to Financial Statements.

F-8

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF OPERATIONS (Continued)

For The Year Ended December 31, 2000

	Goldman Sachs CORE SM U.S. Equity Division		Goldman Sachs Growth and Income Division		Goldman Sachs International Equity Division		MFS New Discovery Division		MFS Emerging Growth Division		MFS Research Division		†Janus Aspen Worldwide Growth Division		†Janus Aspen Capital Appreciation Division		†Janus Aspen Balanced Division
Investment income
Dividends (Note 3B)	$    4,080		$        19		$    7,496		$      311		$    9,277		$        52		$        93		$      424		$      622
Expenses
Mortality and expense risk fees (Note 4)	1,078		14		554		405		1,333		79		55		77		113
Net investment income (loss) (Note 3C)	3,002		5		6,942		(94	)	7,944		(27	)	38		347		509
Net realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments (Notes 3B, 3C & 6)	2,560		(8	)	(434	)	(37	)	(30,987	)	5		(16	)	(29	)	(5	)
Change in net unrealized appreciation/depreciation of investments	(47,482	)	(378	)	(25,162	)	(8,271	)	(57,174	)	(3,620	)	(6,877	)	(10,796	)	(2,138	)
Net gain (loss) on investments	(44,922	)	(386	)	(25,596	)	(8,308	)	(88,161	)	(3,615	)	(6,893	)	(10,825	)	(2,143	)
Net increase (decrease) in net assets resulting from operations	$(41,920	)	$   (381	)	$(18,654	)	$ (8,402	)	$(80,217	)	$ (3,642	)	$ (6,855	)	$(10,478	)	$ (1,634	)

† For the Period September 1, 2000 (Commencement of Operations) Through December 31, 2000.

See Notes to Financial Statements.

F-9

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF CHANGES IN NET ASSETS

For The Year Ended December 31, 2000

	MML Equity Division		MML Managed Bond Division		MML Blend Division		MML Equity Index Division		MML Small Cap Value Equity Division		†MML Large Cap Value Division		†MML Emerging Growth Division		Oppenheimer Money Division		Oppenheimer Bond Division		Oppenheimer High Income Division
Increase (decrease) in net assets
Operations:
Net investment income (loss)	$          50,904		$          57,913		$          91,924		$          24,073		$                36		$              245		$                (35	)	$        224,759		$              (189	)	$                  -
Net realized gain (loss) on investments	54,074		2,610		1,793		625,948		10		(7	)	(29	)	-		3		(1,069	)
Change in net unrealized appreciation/       depreciation of investments	(32,485	)	60,511		(94,264	)	(1,407,674	)	132		174		(9,594	)	-		2,776		(7,196	)
Net increase (decrease) in net assets resulting     from operations	72,493		121,034		(547	)	(757,653	)	178		412		(9,658	)	224,759		2,590		(8,265	)
Capital transactions: (Note 7)
Net contract payments	36,850		237,615		149,929		1,178,703		5,552		-		-		12,698,173		12,336		147,055
Withdrawal of funds	-		-		(14,235	)	(130	)	-		-		-		-		-		-
Transfer of death benefits	-		-		-		-		-		-		-		-		-		-
Transfer of policy loans, net of repayments	-		-		-		-		-		-		-		-		-		-
Transfer due to reimbursement (payment) of      accumulation unit value fluctuation	(25,848	)	12,304		529		(53,225	)	(16	)	(2	)	2		6,783		36		(8	)
Transfer of seed money	-		-		-		(14,545	)	-		-		-		(56,351	)	-		(14,144	)
Withdrawal due to charges for administrative      and insurance costs	(11,425	)	(12,891	)	(11,013	)	(66,800	)	(78	)	(323	)	(136	)	(182,371	)	(313	)	(1,268	)
Divisional transfers	535,860		184,910		290,873		956,377		-		92,343		46,171		(5,394,148	)	65,682		13,072
Net increase (decrease) in net assets resulting      from capital transactions	535,437		421,938		416,083		2,000,380		5,458		92,018		46,037		7,072,086		77,741		144,707
Total increase (decrease)	607,930		542,972		415,536		1,242,727		5,636		92,430		36,379		7,296,845		80,331		136,442
NET ASSETS, at beginning of the period/year	-		996,994		132,032		5,630,172		-		-		-		970,435		-		-
NET ASSETS, at end of the year	$        607,930		$    1,539,966		$        547,568		$    6,872,899		$            5,636		$          92,430		$          36,379		$    8,267,280		$          80,331		$        136,442

† For the Period September 1, 2000, (Commencement of Operations) Through December 31, 2000.

See Notes to Financial Statements.

F-10

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2000

	Oppenheimer Aggressive Growth Division		Oppenheimer Capital Appreciation Division		Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division		Oppenheimer Main Street Growth & Income Division		Oppenheimer Small Cap Growth Division		Panorama Total Return Division		Panorama Growth Division
Increase (decrease) in net assets
Operations:
Net investment income (loss)	$            969		$            860		$              (52	)	$            515		$          1,468		$          2,208		$            (325	)	$            (315	)	$            (136	)
Net realized gain (loss) on investments	2,461		(2,788	)	22		(6,388	)	(490	)	1,365		(7,511	)	(50	)	(7	)
Change in net unrealized appreciation/depreciation of investments	(173,115	)	(30,430	)	(252	)	(22,236	)	(954	)	(27,875	)	(12,557	)	(15,045	)	(10,668	)
Net increase (decrease) in net assets resulting from operations	(169,685	)	(32,358	)	(282	)	(28,109	)	24		(24,302	)	(20,393	)	(15,410	)	(10,811	)
Capital transactions: (Note 7)
Net contract payments	272,793		314,779		18,098		391,090		21,992		142,569		70,728		255,582		84,284
Withdrawal of funds	(11,692	)	-		-		-		-		-		-		-		-
Transfer of death benefits	-		-		-		-		-		-		-		-		-
Transfer of policy loans, net of repayments	-		-		-		-		-		-		-		-		-
Transfer due to reimbursement (payment) of accumulation unit value fluctuation	1,050		(3,867	)	(23	)	(286	)	(1	)	(1,296	)	(760	)	(1,883	)	43
Transfer of seed money	(27,549	)	(27,432	)	-		(455	)	-		-		-		-		-
Withdrawal due to charges for administrative and insurance costs	(29,364	)	(8,340	)	(586	)	(7,617	)	(9,119	)	(4,757	)	(696	)	(756	)	(971	)
Divisional transfers	410,147		388,877		2,002		501,815		-		201,932		135,219		13,564		4,821
Net increase (decrease) in net assets resulting from capital transactions	615,385		664,017		19,491		884,547		12,872		338,448		204,491		266,507		88,177
Total increase (decrease)	445,700		631,659		19,209		856,438		12,896		314,146		184,098		251,097		77,366
NET ASSETS, at beginning of the period/year	48,628		-		-		-		20,697		-		-		-		-
NET ASSETS, at end of the year	$      494,328		$      631,659		$        19,209		$      856,438		$        33,593		$      314,146		$      184,098		$      251,097		$        77,366

See Notes to Financial Statements.

F-11

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2000

	*Oppenheimer International Growth Division		†American Century VP Income & Growth Division		T. Rowe Price Mid-Cap Growth Division		T. Rowe Price New America Growth Division		T. Rowe Price Limited-Term Bond Division		Fidelity VIP II Conrtafund Division		Goldman Sachs Capital Growth Division		Goldman Sachs Mid Cap Value Division
Increase (decrease) in net assets:
Operations:
Net investment income (loss)	$    4,193		$        (81	)	$    4,190		$    3,816		$      427		$      (955	)	$  29,017		$    9,715
Net realized gain (loss) on investments	(5,649	)	(18	)	6,099		170		1		(378	)	4,107		10,714
Change in net unrealized appreciation/depreciation of investments	(9,919	)	(5,591	)	(17,139	)	(7,535	)	730		(35,365	)	(93,997	)	28,414
Net increase (decrease) in net assets resulting from operations	(11,375	)	(5,690	)	(6,850	)	(3,549	)	1,158		(36,698	)	(60,873	)	48,843
Capital transactions: (Note 7)
Net contract payments	22,924		-		159,410		24,669		4,270		345,427		407,919		225,864
Withdrawal of funds	-		-		-		-		-		-		(131	)	-
Transfer of death benefits	-		-		-		-		-		-		-		-
Transfer of policy loans, net of repayments	-		-		-		-		-		-		-		-
Transfer due to reimbursement (payment) of accumulation unit value fluctuation	(211	)	(79	)	(96	)	(1,621	)	118		(154	)	832		97
Transfer of seed money	-		-		(492	)	-		-		-		-		-
Withdrawal due to charges for administrative and insurance costs	(10,390	)	(312	)	(22,300	)	(622	)	(66	)	(6,125	)	(3,965	)	(21,273	)
Divisional transfers	107,640		92,343		114,324		57,984		68,300		215,932		157,715		36,705
Net increase (decrease) in net assets resulting from capital transactions	119,963		91,952		250,846		80,410		72,622		555,080		562,370		241,393
Total increase (decrease)	108,588		86,262		243,996		76,861		73,780		518,382		501,497		290,236
NET ASSETS, at beginning of the period/year	24,340		-		44,944		-		-		-		-		41,443
NET ASSETS, at end of the year	$132,928		$ 86,262		$288,940		$ 76,861		$ 73,780		$518,382		$501,497		$331,679

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

† For the Period September 1, 2000 (Commencement of Operations) Through December 31, 2000.

See Notes to Financial Statements.

F-12

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF CHANGES IN NET ASSETS (Continued)

For The Year Ended December 31, 2000

	Goldman Sachs CORE SM U.S. Equity Division		Goldman Sachs Growth and Income Division		Goldman Sachs International Equity Division		MFS New Discovery Division		MFS Emerging Growth Division		MFS Research Division		†Janus Aspen Worldwide Growth Division		†Janus Aspen Capital Appreciation Division		†Janus Aspen Balanced Division
Increase (decrease) in net assets
Operations:
Net investment income (loss)	$      3,002		$            5		$      6,942		$          (94	)	$      7,944		$          (27	)	$          38		$        347		$        509
Net realized gain (loss) on investments	2,560		(8	)	(434	)	(37	)	(30,987	)	5		(16	)	(29	)	(5	)
Change in net unrealized appreciation/depreciation of investments	(47,482	)	(378	)	(25,162	)	(8,271	)	(57,174	)	(3,620	)	(6,877	)	(10,796	)	(2,138	)
Net increase (decrease) in net assets resulting from operations	(41,920	)	(381	)	(18,654	)	(8,402	)	(80,217	)	(3,642	)	(6,855	)	(10,478	)	(1,634	)
Capital transactions: (Note 7)
Net contract payments	277,841		4,497		109,052		65,374		290,072		20,583		-		-		-
Withdrawal of funds	-		(133	)	-		-		(10,524	)	-		-		-		-
Transfer of death benefits	-		-		-		-		-		-		-		-		-
Transfer of policy loans, net of repayments	-		-		-		-		-		-		-		-		-
Transfer due to reimbursement (payment) of accumulation unit value fluctuation	623		2		(750	)	(1,455	)	(679	)	(139	)	2		3		-
Transfer of seed money	-		-		(400	)	-		-		-		-		-		-
Withdrawal due to charges for administrative and insurance costs	(21,666	)	(31	)	(1,902	)	(1,634	)	(5,422	)	(938	)	(214	)	(302	)	(300	)
Divisional transfers	82,060		1,290		37,708		130,501		206,429		10,070		64,640		92,343		74,501
Net increase (decrease) in net assets resulting from capital transactions	338,858		5,625		143,708		192,786		479,876		29,576		64,428		92,044		74,201
Total increase (decrease)	296,938		5,244		125,054		184,384		399,659		25,934		57,573		81,566		72,567
NET ASSETS, at beginning of the period/year	43,302		-		-		-		-		-		-		-		-
NET ASSETS, at end of the year	$  340,240		$      5,244		$  125,054		$  184,384		$  399,659		$    25,934		$    57,573		$    81,566		$    72,567

† For the Period September 1, 2000, (Commencement of Operations) Through December 31, 2000.

See Notes to Financial Statements.

F-13

Massachusetts Mutual Variable Life Separate Account I - Strategic Variable Life® Plus Segment

STATEMENT OF CHANGES IN NET ASSETS

For The Period April 1, 1999 (Commencement of Operations) Through December 31, 1999

	MML Managed Bond Division		MML Blend Division		MML Equity Index Division		Oppenheimer Money Division		*Oppenheimer Aggressive Growth Division		*Oppenheimer Strategic Bond Division		**Panorama International Equity Division		T. Rowe Price Mid-Cap Growth Division		Goldman Sachs Capital Growth Division		†Goldman Sachs Mid Cap Value Division		Goldman Sachs CORESM U.S. Equity Division
Increase (decrease) in net    assets
Operations:
Net investment income (loss)	$          13,723		$            3,384		$          59,697		$          11,916		$                (22	)	$                (10	)	$                (11	)	$              449		$            1,101		$                  (7	)	$              624
Net realized gain (loss) on      investments	(1,215	)	7		20,643		-		155		4		75		45		999		11		27
Change in net unrealized      appreciation/depreciation      of investments	(7,741	)	144		720,669		-		7,572		167		3,812		3,429		1		1,575		1,614
Net increase in net assets    resulting from operations	4,767		3,535		801,009		11,916		7,705		161		3,876		3,923		2,101		1,579		2,265
Capital transactions: (Note 7)
Net contract payments	41,685		-		189,898		7,230,507		-		-		-		-		-		-		-
Withdrawal of funds	-		-		-		(343,816	)	-		-		-		-		-		-		-
Transfer of death benefits	-		-		-		-		-		-		-		-		-		-		-
Transfer of policy loans,      net of repayments	-		-		-		-		-		-		-		-		-		-		-
Transfer due to      reimbursement     (payment) of accumulation     unit value fluctuation	(1,467	)	-		45,948		(2	)	(2	)	-		(1	)	(1	)	(2,101	)	(1,234	)	(1	)
Withdrawal due to charges      for administrative and      insurance costs	(1,359	)	(210	)	(7,214	)	(35,143	)	(1,161	)	(507	)	(577	)	(1,060	)	-		(986	)	(1,046	)
Divisional transfers	953,368		128,707		4,600,531		(5,893,027	)	42,086		21,043		21,042		42,082		-		42,084		42,084
Net increase (decrease) in    assets resulting from    capital transactions	992,227		128,497		4,829,163		958,519		40,923		20,536		20,464		41,021		(2,101	)	39,864		41,037
Total increase	996,994		132,032		5,630,172		970,435		48,628		20,697		24,340		44,944		-		41,443		43,302
NET ASSETS, at beginning    of the period	-		-		-		-		-		-		-		-		-		-		-
NET ASSETS, at end of the year	$        996,994		$        132,032		$    5,630,172		$        970,435		$          48,628		$          20,697		$          24,340		$          44,944		$                  -		$          41,443		$          43,302

* 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 Oppenheimer Capital Appreciation Fund. Prior to May 1, 1999, the Oppenheimer Aggressive Growth Division was called the Oppenheimer Capital Appreciation Division.

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

† Prior to May 1, 1999, the Goldman Sachs Mid Cap Value Division was called the Goldman Sachs Mid Cap Equity Division and the Goldman Sachs Mid Cap Value Fund was called the Goldman Sachs Mid Cap Equity Fund.

See Notes to Financial Statements.

F-14

Massachusetts Mutual Variable Life Separate Account I - 

Strategic Variable Life® Plus 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 with variable rider, 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 life insurance policy, 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 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.

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 VARIABLE LIFE PLUS SEGMENT’S ASSETS

The Strategic Variable Life Plus Segment consists of forty-two 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”), American Century Variable Portfolios, Inc. (“American Century”), T. Rowe Price Equity Series, Inc. (“T. Rowe Price”), T. Rowe Price Fixed Income Series, Inc., Fidelity Variable Insurance Products Fund (“Fidelity VIP”), Variable Insurance Products Fund II (“Fidelity’s VIP II”), Goldman Sachs Variable Insurance Trust (“Goldman Sachs VIT”), MFS® Variable Insurance Trust ^SM (“MFS Trust”) and Janus Aspen Series (“Janus Aspen”). At any one time, twenty-one divisions, plus the Guaranteed Principal Account (“GPA”), are available to a policyowner.

The MML Trust is an open-end, management investment company registered under the 1940 Act. Ten of its eleven separate series are available to the Strategic Variable Life Plus Segment’s policyowners: MML Equity Fund, MML Managed Bond Fund, MML Blend Fund, MML Equity Index Fund (Class II Shares), MML Small Cap Value Equity Fund, MML Growth Equity Fund, MML Small Cap Growth Equity Fund, MML Large Cap Value Fund, MML Emerging Growth Fund and MML OTC 100 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 investment sub-adviser to the MML Equity Fund, MML Managed Bond Fund, MML Blend 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) and MML OTC 100 Fund. MassMutual has entered into an agreement with Massachusetts Financial Services Company to serve as the investment sub-adviser to the MML Growth Equity Fund. MassMutual has entered into a sub-advisory agreement with J.P. Morgan Investment Management Company Inc. and Waddell & Reed Investment Management Company to serve as the investment sub-advisers to the MML Small Cap Growth Equity Fund. MassMutual entered into an agreement with Davis Selected Advisers, L.P. to serve as the investment sub-adviser to the MML Large Cap Value Fund. MassMutual entered into an agreement with RS Investment Management to serve as the investment sub-adviser to the MML Emerging Growth Fund.

Oppenheimer Trust is an open-end, diversified management investment company registered under the 1940 Act with ten of its Funds available to the Strategic Variable Life Plus 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 Variable Life Plus Segment’s policyowners: Panorama Total Return Portfolio, Panorama Growth Portfolio and Oppenheimer International Growth Fund/VA (prior to October 1, 1999, this Fund was called the Panorama International Equity Portfolio).

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

American Century is an open-end, diversified management investment company registered under the 1940 Act with three of its Funds available to the Strategic Variable Life Plus Segment’s policyowners: American Century’s VP Income & Growth Fund, American Century VP Value Fund and American Century VP International Fund. American Century Investment Management, Inc. is the investment adviser to the Funds.

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 Variable Life Plus 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.

T. Rowe Price Fixed Income Series, Inc. is an open-end, diversified investment company registered under the 1940 Act with one of its series of shares available to the Strategic Variable Life Plus Segment’s policyowners: T. Rowe Price Limited-Term Bond Portfolio. T. Rowe Price Associates, Inc. serves as investment adviser to the portfolio.

Notes To Financial Statements (Continued)

Fidelity VIP is an open-end management investment company registered under the 1940 Act with one of its Portfolios available to the Strategic Variable Life Plus Segment’s policyowners: the VIP Growth Portfolio. Fidelity Management & Research Company is the investment adviser to the portfolio.

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 Variable Life Plus Segment’s policyowners: the Contrafund® Portfolio (Service Class). Fidelity Management & Research Company 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.

Goldman Sachs VIT is an open-end, management investment company with five of its separate series of shares available to the Strategic Variable Life Plus Segment’s policyowners: Goldman Sachs Capital Growth Fund, Goldman Sachs Mid Cap Value Fund, Goldman Sachs CORE ^SM U.S. Equity Fund, Goldman Sachs Growth and Income Fund and Goldman Sachs International Equity Fund. Goldman Sachs Asset Management, a separate operating division of Goldman Sachs & Co., serves as investment adviser to the Funds.

The 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 Variable Life Plus 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.

Janus Aspen is an open-end, management investment company registered under the 1940 Act with three of its separate series available to the Strategic Variable Life Plus Segment’s policyowners: Janus Aspen Worldwide Growth Portfolio, Janus Aspen Capital Appreciation Portfolio and Janus Aspen Balanced Portfolio. Janus Capital is the investment adviser to the Portfolios.

In addition to the forty-two 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.

3. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed consistently by Strategic Variable Life Plus 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, American Century, T. Rowe Price, T. Rowe Price Fixed Income Series, Fidelity VIP, Fidelity’s VIP II, Goldman Sachs VIT, MFS Trust and Janus Aspen 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 Variable Life Plus Segment is part of MassMutual’s total operation and is not taxed separately. Strategic Variable Life Plus 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 Variable Life Plus Segment credited to the policies. Accordingly, MassMutual does not intend to make any charge to Strategic Variable Life Plus 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 Variable Life Plus Segment.

Notes To Financial Statements (Continued)

D.    Policy Loan

When a policy loan is made, Strategic Variable Life Plus Segment transfers the amount of the loan to MassMutual, thereby decreasing both the investments and net assets of Strategic Variable Life Plus 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 Guaranteed Principal Account.

The policyowner earns interest at a rate which is the greater of 3% or the policy loan rate less a MassMutual declared charge (maximum 3%) 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 Variable Life Plus Segment’s divisions for the mortality and expense risks it assumes. The charge is made daily at a rate that varies by policy year.

MassMutual makes certain deductions from the annual premium before amounts are allocated to Strategic Variable Life Plus Segment and the GPA. The deductions are for sales load, state premium tax and deferred acquisition cost tax charge. No additional deductions are taken when money is transferred from the GPA to the Strategic Variable Life Plus Segment. MassMutual also makes certain charges for the cost of insurance and administrative costs. The state premium tax charge is the applicable state rate for each premium.

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.

Notes To Financial Statements (Continued)

6. PURCHASES AND SALES OF INVESTMENTS

For The Year Ended December 31, 2000	Cost of Purchases	Proceeds from Sales
MML Equity Division	$  1,125,872	$  (538,569	)
MML Managed Bond Division	683,178	(187,459	)
MML Blend Division	747,916	(235,692	)
MML Equity Index Division	9,071,668	(6,977,860	)
MML Small Cap Value Equity Division	5,694	(192	)
MML Large Cap Value Division	92,671	(323	)
MML Emerging Growth Division	46,171	(135	)
Oppenheimer Money Division	15,375,864	(8,075,944	)
Oppenheimer Bond Division	78,115	(446	)
Oppenheimer High Income Division	160,561	(15,645	)
Oppenheimer Aggressive Growth Division	788,378	(171,420	)
Oppenheimer Capital Appreciation Division	1,049,751	(384,053	)
Oppenheimer Multiple Strategies Division	19,988	(521	)
Oppenheimer Global Securities Division	996,782	(110,603	)
Oppenheimer Strategic Bond Division	23,606	(9,222	)
Oppenheimer Main Street Growth & Income Division	463,811	(122,750	)
Oppenheimer Small Cap Growth Division	242,249	(37,886	)
Panorama Total Return Division	267,529	(642	)
Panorama Growth Division	88,920	(770	)
Oppenheimer International Growth Division	170,367	(46,099	)
American Century VP Income & Growth	92,343	(312	)
T. Rowe Price Mid-Cap Growth Division	314,078	(58,679	)
T. Rowe Price New America Growth Division	90,803	(6,517	)
T. Rowe Price Limited-Term Bond Division	72,908	(74	)
Fidelity VIP II Contrafund Division	569,214	(14,342	)
Goldman Sachs Capital Growth Division	774,993	(182,921	)
Goldman Sachs Mid Cap Value Division	345,837	(94,236	)
Goldman Sachs CORE SM U.S. Equity Division	447,988	(105,642	)
Goldman Sachs Growth and Income Division	5,806	(167	)
Goldman Sachs International Equity Division	179,066	(28,228	)
MFS New Discovery Division	194,604	(1,702	)
MFS Research Division	642,012	(153,743	)
MFS Emerging Growth Division	30,463	(876	)
Janus Aspen WorldWide Division	64,733	(215	)
Janus Aspen Capital Appreciation Division	92,767	(301	)
Janus Aspen Balanced Division	75,123	(306	)

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 Blend Division		MML Equity Index Division		MML Small Cap Value Equity Division		MML Large Cap Value Division		MML Emerging Growth Division		Oppenheimer Money Division		Oppenheimer Bond Division		Oppenheimer High Income Division
Units purchased	51,830		246,794		151,863		1,329,476		4,644		-		-		18,990,209		14,159		146,041
Units withdrawn and transferred to Guaranteed Principal Account	(25,148	)	(33,261	)	(28,791	)	(319,665	)	(162	)	(345	)	(185	)	(7,217,659	)	(2,329	)	(1,691	)
Units transferred between divisions	578,387		187,084		296,267		757,045		-		96,698		51,657		(5,123,291	)	65,480		(2,050	)
Net Increase	605,069		400,617		419,339		1,766,856		4,482		96,353		51,472		6,649,259		77,310		142,300
Units, at beginning of the period/year	-		1,007,808		132,235		4,953,027		-		-		-		940,029		-		-
Units, at end of the year	605,069		1,408,425		551,574		6,719,883		4,482		96,353		51,472		7,589,288		77,310		142,300
For The Year Ended December 31, 2000 (Continued)	Oppenheimer Aggressive Growth Division		Oppenheimer Capital Appreciation Division		Oppenheimer Multiple Strategies Division		Oppenheimer Global Securities Division		Oppenheimer Strategic Bond Division		Oppenheimer Main Street Growth & Income Division		Oppenheimer Small Cap Growth Division		Panorama Total Return Division		Panorama Growth Division		Oppenheimer International Growth Division
Units purchased	147,570		300,094		15,432		242,123		20,825		169,879		49,683		248,168		87,366		14,393
Units withdrawn and transferred to Guaranteed Principal Account	(34,076	)	(84,426	)	(507	)	(9,001	)	(8,836	)	(51,735	)	(1,787	)	(758	)	(1,048	)	(6,975	)
Units transferred between divisions	195,765		267,507		1,714		306,950		-		178,276		94,915		13,205		4,989		74,975
Net Increase	309,259		483,175		16,639		540,072		11,989		296,420		142,811		260,615		91,307		82,393
Units, at beginning of the period/year	29,393		-		-		-		20,288		-		-		-		-		16,263
Units, at end of the year	338,652		483,175		16,639		540,072		32,277		296,420		142,811		260,615		91,307		98,656
For The Year Ended December 31, 2000 (Continued)	American Century VP Income & Growth Division		T. Rowe Price Mid-Cap Growth Division		T. Rowe Price New America Growth Division		T. Rowe Price Limited-Term Bond Division		Fidelity VIP II Contafund Division		Goldman Sachs Capital Growth Division		Goldman Sachs Mid Cap Value Division		Goldman Sachs CORE SM U.S. Equity Division
Units purchased	-		129,661		28,132		4,147		310,393		473,238		257,797		309,241
Units withdrawn and transferred to Guaranteed Principal Account	(353	)	(30,350	)	(5,859	)	(63	)	(17,524	)	(147,491	)	(82,065	)	(91,498	)
Units transferred between divisions	98,910		81,969		55,021		63,689		186,098		131,541		34,602		72,526
Net Increase	98,557		181,280		77,294		67,773		478,967		457,288		210,334		290,269
Units, at beginning of the period/year	-		36,105		-		-		-		-		40,902		37,476
Units, at end of the year	98,557		217,385		77,294		67,773		478,967		457,288		251,236		327,745

Notes To Financial Statements (Continued)

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

For The Year Ended December 31, 2000 (Continued)	Goldman Sachs Growth and Income Division		Goldman Sachs International Equity Division		MFS New Discovery Division		MFS Emerging Growth Division		MFS Research Division		Janus Aspen WorldWide Growth Division		Janus Aspen Capital Appreciation Division		Janus Aspen Balanced Division
Units purchased	4,264		85,156		37,538		192,762		15,553		-		-		-
Units withdrawn and transferred to Guaranteed Principal Account	(162	)	(2,280	)	(1,664	)	(31,359	)	(736	)	(261	)	(373	)	(318	)
Units transferred between divisions	1,234		29,102		72,892		135,455		7,806		73,147		104,256		77,211
Net Increase	5,336		111,978		108,766		296,858		22,623		72,886		103,883		76,893
Units, at beginning of the period/year	-		-		-		-		-		-		-		-
Units, at end of the year	5,336		111,978		108,766		296,858		22,623		72,886		103,883		76,893
For The Period April 1, 1999 (Commencement of Operations) Through December 31, 1999	MML Managed Bond Division		MML Blend Division		MML Equity Index Division		Oppenheimer Money Division		Oppenheimer Aggressive Growth Division		Oppenheimer Strategic Bond Division		Panorama International Equity Division		T. Rowe Price Mid-Cap Growth Division		Goldman Sachs Mid Cap Value Division		Goldman Sachs CORE SM U.S. Equity Division
Units purchased	80,673		105		375,607		11,441,386		-		-		-		-		-		-
Units withdrawn and transferred to Guaranteed Principal Account	(39,766	)	(314	)	(185,666	)	(4,688,083	)	(719	)	(496	)	(398	)	(883	)	(1,000	)	(916	)
Units transferred between divisions	966,901		132,444		4,763,086		(5,813,274	)	30,112		20,784		16,661		36,988		41,902		38,392
Net Increase	1,007,808		132,235		4,953,027		940,029		29,393		20,288		16,263		36,105		40,902		37,476
Units, at beginning of the period	-		-		-		-		-		-		-		-		-		-
Units, at end of the year	1,007,808		132,235		4,953,027		940,029		29,393		20,288		16,263		36,105		40,902		37,476

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 By-laws 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 employee benefit plans;

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 flexible premium variable adjustable life insurance policies 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. 3

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

The Facing Sheet.

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

The Prospectus consisting of 87 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 Post-Effective Amendment by
    John M. Valencia, Assistant Vice President.

The following Exhibits:

1. The following Exhibits correspond to those required by Paragraph A of the instructions as to Exhibits in Form N-8B-2:

A.      (1) Resolution of Board of Directors of MassMutual establishing the Separate
Account⁽³⁾

(2) Not applicable.

(3) Form of Distribution Agreements:

(a)(1) Form of Distribution Servicing Agreement between
          MML Distributors, LLC, and MassMutual.⁽²⁾

(a)(2) Co-Underwriting Agreement between MML
          Investors Services, Inc. and MassMutual.⁽²⁾

(a)(3) Variable Products Dealer Agreement.⁽¹⁾

(b)      Not applicable.

(c)      Not applicable.

(4) Not applicable.

(5) Form of Flexible Premium Variable Adjustable Life Insurance Policy.⁽¹⁾

(6)   (a) Certificate of Incorporation of MassMutual.⁽³⁾

(b) By-Laws of MassMutual.⁽³⁾

(7)    Not applicable.

(8)   (a) Participation Agreement with Oppenheimer Variable Account Funds.⁽¹⁾
        (b) Form of Participation Agreement with Panorama Series Fund, Inc.⁽³⁾
        (c) Participation Agreement with T. Rowe Price Equity Series, Inc., and T. Rowe Price Fixed Income
             Series, Inc.⁽¹⁾
        (d) Participation Agreement with MFS Variable Insurance Trust. ⁽¹⁾
        (e) Form of Participation Agreement with Goldman Sachs Variable Insurance Trust. ⁽¹⁾
        (f) Participation Agreement with Fidelity Variable Insurance Products Fund II. ⁽¹⁾

(9)   Not applicable.

        (g) Participation Agreement with Fidelity Variable Insurance Products Fund⁽¹⁾
        (h) Participation Agreement with American Century Variable Portfolios, Inc.⁽⁸⁾
        (i)  Participation Agreement with Janus Aspen Series⁽⁷⁾

(10) Form of Application for Flexible Premium Variable Adjustable Life Insurance Policy.⁽¹⁾

(11) Memorandum describing MassMutual's issuance, transfer, and redemption
        procedures for the Policy.⁽⁶⁾

2. Opinion and Consent of Counsel as to the legality of the securities being registered.⁽⁶⁾

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 M. Valencia opining as to the illustrations pertaining to the
    securities being registered.⁽⁶⁾

6. Consent of Independent Auditors', Deloitte & Touche LLP. ⁽⁶⁾

7. (i)   Powers of Attorney.⁽³⁾
    (ii)  Power of Attorney for Roger G. Ackerman.⁽⁴⁾

    (iii) Power of Attorney for Robert J. O'Connell⁽⁵⁾
    (iv) Power of Attorney for Howard Gunton⁽⁷⁾

⁽¹⁾ Incorporated by Reference to Initial Registration Statement No. 333-65887, filed on October 20, 1998.

⁽²⁾ Incorporated by reference to Post-Effective Amendment Number 2 to Registration Statement No. 33-87904 filed on February 28, 1997.

⁽³⁾ Incorporated by reference to Registration Statement No. 333-22557, filed on February 28, 1997.

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

⁽⁵⁾ Incorporated by reference to Pre-Effective Amendment Number 1 to Registration Statement No. 333-65887 filed on January 28, 1999.

⁽⁶⁾ Filed herewith.

⁽⁷⁾ Incorporated by reference to Pre-Effective Amendment Number 2 to Registration Statement No. 333-80991, filed on September 20, 1999.

⁽⁸⁾ 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. 3 pursuant to Rule 485(b) under the 1933 act and has caused this Post-Effective Amendment No. 3 to Registration Statement No. 333-65887 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 25th 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. 3 to Registration Statement No. 333-65887 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. 3 to Registration Statement No. 333-65887 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

99.1A11	Memorandum describing MassMutual's issuance, transfer, and redemption procedures for the Policy.
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.