FORM 10-Q

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

| | (Mark One)                                                                                       
| | -------------------------------------------------------------------------------------------------
| | [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
     THE                                 
| | SECURITIES EXCHANGE ACT OF 1934                                                                  
| |                                                                                                  
| | For the quarterly period ended March 31, 2000                                                    
| |                                                                                                  
| | OR                                                                                               
| |                                                                                                  
| | [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF                                   
| | THE  SECURITIES EXCHANGE ACT OF 1934                                                             
| |                                                                                                  
| | For the transition period from
                
                
                
             to
| |                                                                                                  
| | Commission file number: 33-45123                                                                 
| |                                                                                                  

C.M. LIFE INSURANCE COMPANY(Exact name of registrant as specified in its
   charter)

Connecticut
              
              
          06-1041383(State or other jurisdiction
   of            
   (I.R.S. Employerincorporation or
   organization)         
       Identification No.)

140 Garden Street, Hartford, Connecticut 06154
 
 (Address of principal executive offices)(Zip Code)

(860) 987-6500(Registrant's telephone number, including area code)

None(Former name, former address and formerfiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed
   all reports required to be filed by Section 13 or 15(d) of the Securities
   Exchange Act of 1934 during the preceding 12 months (or for such shorter
   period that the registrant was required to file such reports), and (2) has
   been subject to such filing requirements for the past 90 days.

(1) Yes X No __(2) Yes X No __

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all
   documents and reports required to be filed by Sections 12, 13 or 15(d) of
   the Securities Exchange Act of 1934 subsequent to the distribution of
   securities under a plan confirmed by a court.

Yes ___ No ___

APPLICABLE ONLY TO CORPORATE ISSUERSRegistrant has 12,500 shares of common stock outstanding on
   March 31, 2000, all of which are owned by Massachusetts Mutual Life
   Insurance Company.

The Registrant meets the conditions set forth in General
   Instruction H(1) of Form 10-Q and is therefore filing this form with the
   reduced disclosure format.



C.M. LIFE INSURANCE COMPANYINDEX



|Part I     | Financial Information                                                                                   |               
|---------- | ------------------------------------------------------------------------------------------------------- | --------------
|           |                                                                                                         |               
|           | Item 1: Financial Statements                                                                            |               
|           |                                                                                                         |               
|           | Statutory Statements of Financial Position-March 31, 2000 and December 31, 1999                         | 3             
|           |                                                                                                         |               
|           | Statutory Statements of Income-Three Months Ended March 31, 2000 and 1999                               | 4             
|           |                                                                                                         |               
|           | Statutory Statements of Changes in Shareholder's
     Equity-Three Months Ended March 31, 2000 and 1999 | 5             
|           |                                                                                                         |               
|           | Statutory Statements of Cash Flows-Three Months Ended March 31, 2000 and 1999                           | 6             
|           |                                                                                                         |               
|           | Condensed Notes to Statutory Financial
     Statements                                                  | 7             
|           |                                                                                                         |               
|           | Item 2: Management's Discussion and Analysis of FinancialCondition and Results of Operations            | 9             
|           |                                                                                                         |               
|           | Item 3: Quantitative and Qualitative Disclosure AboutMarket
     Risk                                   | 14            
|           |                                                                                                         |               
|Part II    | Other Information                                                                                       |               
|           |                                                                                                         |               
|           | Item 1: Legal Proceedings                                                                               | None          
|           |                                                                                                         |               
|           | Item 2: Changes in Securities and Use of Proceeds                                                       | Not Applicable
|           |                                                                                                         |               
|           | Item 3: Defaults Upon Senior Securities                                                                 | Not Applicable
|           |                                                                                                         |               
|           | Item 4: Submission of Matters to a Vote of Security
     Holders                                        | Not Applicable
|           |                                                                                                         |               
|           | Item 5: Other Information                                                                               | None          
|           |                                                                                                         |               
|           | Item 6: Exhibits and Reports on Form 8-K                                                                | 15            
|           |                                                                                                         |               
|Signatures |                                                                                                         | 15            



PART IItem 1

C.M. LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF FINANCIAL POSITION

|                                                             |                                      |                                           
|------------------------------------------------------------ | ------------------------------------ | ------------------------------------------
|                                                             | March 31,                            | December 31,                              
|                                                             |                                      |                                           
|                                                             | 2000                                 | 1999                                      
|                                                             | (Unaudited)                          |                                           
|                                                             |                                     
|                                                             | ($ In Millions Except for Par Value)
|Assets:                                                      |                                      |                                           
|Bonds                                                        | $ 788.4                              | $ 735.0                                   
|Mortgage loans                                               | 227.4                                | 225.4                                     
|Other investments                                            | 29.5                                 | 25.6                                      
|Policy loans                                                 | 121.1                                | 120.7                                     
|Cash and short-term investments                              | 158.7                                | 182.0                                     
|                                                             |                                      |                                           
|                                                             |                                      | Total invested assets                     
|                                                             |                                      |                                           
|                                                             |                                      |                                           
|Investment and insurance amounts receivable                  | 37.9                                 | 33.8                                      
|Federal income tax receivable                                | 11.2                                 | 7.2                                       
|Transfers due from separate accounts                         | 88.4                                 | 59.2                                      
|                                                             |                                      |                                           
|                                                             | 1,462.6                              | 1,388.9                                   
|                                                             |                                      |                                           
|Separate account assets                                      | 2,167.5                              | 1,764.2                                   
|                                                             |                                      |                                           
|                                                             |                                      |                                           
|                                                             |                                      | Total assets                              
|                                                             |                                      |                                           
|                                                             |                                      |                                           
|                                                             |                                      |                                           
|Liabilities:                                                 |                                      |                                           
|Policyholders' reserves and funds                            | $ 1,220.9                            | $ 1,175.9                                 
|Policyholders' claims and other benefits                     | 5.4                                  | 4.6                                       
|Payable to parent                                            | 45.9                                 | 50.9                                      
|Asset valuation and other investment
     reserves           | 20.2                                 | 22.7                                      
|Other liabilities                                            | 90.8                                 | 39.5                                      
|                                                             |                                      |                                           
|                                                             | 1,383.2                              | 1,293.6                                   
|Separate account liabilities                                 | 2,167.5                              | 1,764.2                                   
|                                                             |                                      |                                           
|                                                             |                                      |                                           
|Total liabilities                                            | 3,550.7                              | 3,057.8                                   
|                                                             |                                      |                                           
|Shareholder's equity:                                        |                                      |                                           
|Common stock, $200 par value, 50,000 shares
     authorized, |                                      |                                           
|                                                             |                                      | 12,500 shares issued and outstanding      
|Paid-in and contributed surplus                              | 68.8                                 | 68.8                                      
|Surplus                                                      | 8.1                                  | 24.0                                      
|                                                             |                                      |                                           
|                                                             |                                      | Total shareholder's equity                
|                                                             |                                      |                                           
|                                                             |                                      |                                           
|                                                             |                                      | Total liabilities and shareholder's equity
|                                                             |                                      |                                           



See condensed notes to statutory financial
   statements.



PART IItem 1 (continued)

C.M. LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF INCOME(Unaudited)



|                                                                 |                              |        |      
|---------------------------------------------------------------- | ---------------------------- | ------ | -----
|                                                                 | Three Months Ended March 31,
|                                                                 |                              |       
|                                                                 | 2000                         | 1999  
|                                                                 | (In Millions)               
|Revenue:                                                         |                              |       
|                                                                 |                              |       
|Premium income                                                   | $ 497.1                      | $ 99.5
|Net investment income                                            | 25.9                         | 19.7  
|Fees and other income                                            | 1.0                          | 1.8   
|                                                                 |                              |       
|                                                                 |                              |        |      
|                                                                 | Total revenue                | 524.0  | 121.0
|                                                                 |                              |       
|                                                                 |                              |       
|Benefits and expenses:                                           |                              |       
|                                                                 |                              |       
|Policyholders' benefits and payments                             | 123.8                        | 70.7  
|Addition to policyholders' reserves and funds                    | 339.6                        | 7.6   
|Operating expenses                                               | 39.3                         | 16.2  
|Commissions                                                      | 31.8                         | 13.0  
|State taxes, licenses and fees                                   | 3.1                          | 1.4   
|                                                                 |                              |       
|                                                                 |                              |       
|                                                                 | Total benefits and expenses  | 537.6  | 108.9
|                                                                 |                              |       
|                                                                 |                              |       
|Net gain (loss) from operations before federal income
     taxes | (13.6)                       | 12.1  
|                                                                 |                              |       
|Federal income tax expense (benefit)                             | (1.7)                        | 6.5   
|                                                                 |                              |       
|                                                                 |                              |       
|Net gain (loss) from operations                                  | (11.9)                       | 5.6   
|                                                                 |                              |       
|Net realized capital loss                                        | (1.7)                        |      
|                                                                 |                              |       
|                                                                 |                              |       
|Net income (loss)                                                | $ (13.6)                     | $ 5.6 
|                                                                 |                              |       

See condensed notes to statutory financial
   statements.



PART IItem 1 (continued)

C.M. LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
 
 (Unaudited)



|                                        |                                                        |        
|--------------------------------------- | ------------------------------------------------------ | -------
|                                        | Three Months Ended March 31,                          
|                                        |                                                        |        
|                                        | 2000                                                   | 1999   
|                                        | (In Millions)                                         
|                                        |                                                        |        
|Shareholder's equity, beginning of year | $ 95.3                                                 | $ 141.0
|                                        |                                                        |        
|Increases (decreases) due to:           |                                                        |        
|                                        | Net income (loss)                                      | (13.6) 
|                                        | Change in net unrealized capital losses                | (1.7)  
|                                        | Change in asset valuation and investment
     reserves | 2.5    
|                                        | Change in non-admitted assets and other                | (3.1)  
|                                        |                                                        |        
|                                        |                                                        |        
|                                        | (15.9)                                                 | 5.4    
|                                        |                                                        |        
|Shareholder's equity, end of period     | $ 79.4                                                 | $ 146.4
|                                        |                                                        |        

See condensed notes to statutory financial
   statements.



PART I

Item 1 (continued)

C.M. LIFE INSURANCE COMPANY

STATUTORY STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                            |                                                            |        
|----------------------------------------------------------- | ---------------------------------------------------------- | -------
|                                                            | Three Months Ended March 31,                              
|                                                            |                                                            |        
|                                                            | 2000                                                       | 1999   
|                                                            |                                                           
|                                                            | (In Millions)                                             
|Operating activities:                                       |                                                            |        
|                                                            |                                                            |        
|Net income (loss)                                           | $ (13.6)                                                   | $ 5.6  
|Addition to policyholders' reserves, funds
     and         |                                                            |        
|                                                            | policy benefits net of transfers to separate
     accounts | 45.8   
|Net realized capital loss                                   | 1.7                                                        |       
|Other changes                                               | 9.3                                                        | (5.1)  
|                                                            |                                                            |        
|                                                            |                                                            |        
|                                                            | Net cash provided by operating activities                  | 43.2   
|                                                            |                                                            |        
|                                                            |                                                            |        
|Investing activities:                                       |                                                            |        
|                                                            |                                                            |        
|Loans and purchases of investments                          | (182.7)                                                    | (81.8) 
|Sales and maturities of investments and                     |                                                            |        
|                                                            | receipts from repayments of loans                          | 116.2  
|                                                            |                                                            |        
|                                                            |                                                            |        
|                                                            | Net cash used in investing activities                      | (66.5) 
|                                                            |                                                            |        
|                                                            |                                                            |        
|Increase (decrease) in cash and short-term
     investments | (23.3)                                                     | 18.2   
|                                                            |                                                            |        
|Cash and short-term investments, beginning of
     year     | 182.0                                                      | 105.7  
|                                                            |                                                            |        
|                                                            |                                                            |        
|Cash and short-term investments, end of
     period         | $ 158.7                                                    | $ 123.9
|                                                            |                                                            |        

See condensed notes to statutory financial
   statements.



Part IItem 1 (Continued)

C.M. Life Insurance CompanyCondensed Notes to Statutory Financial StatementsMarch 31, 2000(Unaudited)

C.M. Life Insurance Company ("the Company"), is a
   wholly-owned stock life insurance subsidiary of Massachusetts Mutual Life
   Insurance Company ("MassMutual"). The Company is primarily engaged
   in the sale of flexible premium universal, variable life insurance and
   variable annuity products distributed through career agents. The Company is
   licensed to sell life insurance and annuities in Puerto Rico, the District
   of Columbia and 49 states (excluding New York).

The accompanying unaudited interim financial statements have
   been prepared in accordance with the instructions to Form 10-Q and the rules
   and regulations of the Securities and Exchange Commission. These financial
   statements have been prepared under the presumption that users of the
   interim financial information have either read or have access to the
   Company's audited statutory financial statements for the year ended December
   31, 1999. Accordingly, footnote disclosures, which would substantially
   duplicate the disclosures contained in the Company's December 31, 1999,
   audited statutory financial statements, have been omitted from these interim
   financial statements. These unaudited interim financial statements should be
   read in conjunction with the audited statutory financial statements and
   notes thereto, included in the Company's Annual Report on Form 10-K, for the
   year ended December 31, 1999.

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 State of Connecticut Insurance Department and are different in some
   respects from financial statements prepared in accordance with generally
   accepted accounting principles ("GAAP"). The more significant
   differences are as follows: (a) acquisition costs, such as commissions and
   other costs directly related to acquiring new business, are charged to
   current operations as incurred, whereas GAAP would require these expenses to
   be capitalized and recognized over the life of the policies; (b) statutory
   policy reserves are based upon the commissioners reserve valuation methods
   and statutory mortality, morbidity and interest assumptions, whereas GAAP
   reserves would generally be based upon net level premium, estimated gross
   margin methods, and appropriately conservative estimates of future
   mortality, morbidity and interest assumptions; (c) bonds are generally
   carried at amortized cost, whereas GAAP generally requires they be reported
   at fair value; (d) deferred income taxes are not provided for book-tax
   timing differences as would be required by GAAP; and (e) payments received
   for universal and variable life products and variable annuities are reported
   as premium income and changes in reserves, whereas, under GAAP, these
   payments would be recorded as deposits to policyholders' account
   balances.

In March 1998, the NAIC adopted the Codification of Statutory
   Accounting Principles ("Codification"). Codification provides a
   comprehensive guide of statutory accounting principles for use by insurers
   in all states and is expected to become effective January 1, 2001. The
   effect of adopting Codification shall be reported as an adjustment to
   surplus on the effective date. The Company is currently reviewing the impact
   of Codification; however, due to the nature of certain required accounting
   changes and their sensitivity to factors such as interest rates, the actual
   impact upon adoption cannot be determined at this time.

The preparation of financial statements requires management to
   make estimates and assumptions that affect the reported amounts of assets
   and



liabilities, at the date of the financial statements.
   Management must also make estimates and assumptions that affect the amounts
   of revenues and expenses during the reporting period. Future events,
   including changes in the levels of mortality, morbidity, interest rates,
   persistency and asset valuations, could cause actual results to differ from
   the estimates used in these financial statements.

In the Company's opinion these financial statements contain
   all adjustments, consisting of only normal recurring adjustments, necessary
   to present fairly its statutory financial position in accordance with
   statutory accounting principles, as of March 31, 2000 and December 31, 1999,
   and the results of its operations, changes in shareholder's equity, and its
   cash flows for the three month periods ended March 31, 2000 and 1999.

2. Related Party Transactions

MassMutual and the Company have an agreement whereby
   MassMutual, for a fee, furnishes the Company, as required, operating
   facilities, human resources, computer software development, and managerial
   services. Also, investment and administrative services are provided to the
   Company pursuant to a management services agreement with MassMutual. Fees
   incurred under the terms of these agreements were $39.6 million and $16.9
   million for the three month periods ending March 31, 2000 and 1999,
   respectively. While management believes that these fees are calculated on a
   reasonable basis, they may not necessarily be indicative of the costs that
   would have been incurred on a stand-alone basis.

The Company cedes a portion of its life insurance business to
   MassMutual and other insurers in the normal course of business. The
   Company's retention limit per individual insured is $15.0 million; the
   portion of the risk exceeding the retention limit is reinsured with other
   insurers, including MassMutual. The Company is contingently liable with
   respect to ceded reinsurance in the event any reinsurer is unable to fulfill
   its contractual obligations.

The Company has a modified coinsurance quota-share reinsurance
   agreement with MassMutual, whereby the Company cedes 75% of the premiums on
   certain universal life policies. In return, MassMutual pays the Company a
   stipulated expense allowance, death and surrender benefits, and a modified
   coinsurance adjustment based upon experience. The Company retains the assets
   and related reserves for payment of future benefits on the ceded policies.
   Premium income of $7.6 million and $9.1 million was ceded to MassMutual
   while policyholders' benefits of $9.8 million and $11.9 million were paid to
   the Company for the three month periods ending March 31, 2000 and 1999,
   respectively.

The Company also has a stop-loss agreement with MassMutual
   under which the Company cedes claims which, in aggregate, exceed .32% of the
   covered volume for any year, with maximum coverage of $25.0 million above
   the aggregate limit. The aggregate limit was $64.9 million as of March 31,
   2000, and $45.4 million as of December 31, 1999, and it was not exceeded in
   any of the periods being reported. Premium income of $0.3 million was ceded
   to MassMutual for the three month periods ending March 31, 2000 and 1999.

Effective January 1, 2000, the Company entered into a
   coinsurance agreement with MassMutual, whereby the Company cedes
   substantially 100% of the premiums on new issues of certain universal life
   policies. In return, MassMutual pays the Company a stipulated expense
   allowance and death and surrender benefits. MassMutual holds the assets and
   related reserves for payment of future benefits on the ceded policies.
   Premium income of $3.5 million was ceded to MassMutual for the three month
   period ending March 31, 2000. Through March 31, 2000, there were no
   policyholders' benefits paid to the Company under the contract.



Part IItem 2

Management's Discussion and AnalysisOf Financial Condition and Results of
   Operations

Management's Discussion and Analysis of Financial Condition
   and Results of Operations should be read in conjunction with the unaudited
   statutory financial statements and condensed notes to statutory financial
   statements included elsewhere in this filing, the audited statutory
   financial statements and notes thereto, and the Management's Discussion and
   Analysis of Financial Condition and Results of Operations included in the
   Company's Annual Report on Form 10-K for the year ended December 31,
   1999.

Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 provides
   a "Safe harbor" for forward-looking statements which are
   identified as such and are accompanied by the identification of important
   factors which could cause a material difference from the forward-looking
   statements.

Certain information contained in this discussion is or may be
   considered as forward-looking. Forward-looking statements are those not
   based on historical information, but rather, relate to future operations,
   strategies, financial results or other developments, and contain terms such
   as "may," "expects," "should,"
   "believes," "anticipates," "intends,"
   "estimates," "projects," "goals,"
   "objectives" or similar expressions.

Forward-looking statements are based upon estimates and
   assumptions. These statements may change due to business uncertainties,
   economic uncertainties, competitive uncertainties, and other factors, many
   of which are beyond the Company's control. Additionally, the Company's
   business decisions are also subject to change. The Company does not publicly
   update or revise any forward-looking statements, as a result of new
   information, future developments or otherwise.



Results of Operations

The following table sets forth the components of the Company's
   net income (loss):

|                                                        |                              |        |         
|------------------------------------------------------- | ---------------------------- | ------ | --------
|                                                        |                             
|                                                        | Three Months Ended March 31,
|                                                        |                             
|                                                        | 2000                         | 1999   | % Change
|                                                        | ($ In Millions)             
|Revenue:                                                |                              |        |         
|Premium income                                          | $ 497.1                      | $ 99.5 | NM%     
|Net investment income                                   | 25.9                         | 19.7   | 31      
|Fees and other income                                   | 1.0                          | 1.8    | (44)    
|                                                        |                              |        |         
|Total revenue                                           | 524.0                        | 121.0  | NM      
|                                                        |                              |        |         
|                                                        |                              |        |         
|Benefits and Expenses:                                  |                              |        |         
|Policyholders' benefits and payments                    | 123.8                        | 70.7   | 75      
|Addition to policyholders' reserves and
     funds      | 339.6                        | 7.6    | NM      
|Commissions                                             | 31.8                         | 13.0   | 145     
|Operating expenses, state taxes, licenses and
     fees | 42.4                         | 17.6   | 141     
|                                                        |                              |        |         
|Total benefits and expenses                             | 537.6                        | 108.9  | NM      
|                                                        |                              |        |         
|Net gain (loss) from operations                         |                              |        |         
|before federal income taxes                             | (13.6)                       | 12.1   | NM      
|Federal income tax expense (benefit)                    | (1.7)                        | 6.5    | (126)   
|                                                        |                              |        |         
|Net gain (loss) from operations                         | (11.9)                       | 5.6    | NM      
|Net realized capital loss                               | (1.7)                        | -      | NM      
|                                                        |                              |        |         
|Net income (loss)                                       | $ (13.6)                     | $ 5.6  | NM%     
|                                                        |                              |        |         

NM = not meaningful or in excess of 200%.

The decrease in net income for first quarter 2000 can
   primarily be attributed to earnings strain associated with the significant
   growth in the Company's annuity and life insurance businesses. It is
   generally expected that the increase in policyholder reserves and costs
   related to the production of new business will exceed the amount of premium
   earned in the first year of a policy, causing operating losses. Costs
   related to the production of new business include commissions and certain
   operating expenses, such as variable producer allowances and business
   issuance/processing costs, which include underwriting, policy assembly and
   other customer service activities. Management expects a certain level of
   losses may continue in conjunction with future growth. In addition, for the
   first quarter of 2000 the timing of the tax deductibility of business
   acquisition costs limited the tax benefit related to current operating
   losses.

The following table sets forth premium data for the Company's
   products:



|                                                      |                              |        |         
|----------------------------------------------------- | ---------------------------- | ------ | --------
|                                                      | Three Months Ended March 31,
|                                                      |                             
|                                                      | 2000                         | 1999   | % Change
|                                                      | ($ In Millions)             
|Premium Income:                                       |                              |        |         
|Universal, variable, term & corporate owned
     life | $ 102.3                      | $ 56.3 | 82%     
|Annuities and supplementary contracts                 | 416.4                        | 59.0   | NM      
|                                                      |                              |        |         
|Total direct premiums                                 | 518.7                        | 115.3  | NM      
|Reinsurance ceded                                     | (21.6)                       | (15.8) | 37      
|                                                      |                              |        |         
|Total                                                 | $ 497.1                      | $ 99.5 | NM%     
|                                                      |                              |        |         

NM = not meaningful or in excess of 200%.



Premium income increased in 2000 primarily due to increases in
   premiums of universal life, variable life, and variable annuity products.
   The overall increase in premium income is primarily the result of
   management's decision to issue a significant number of new and enhanced
   product offerings through the Company, causing a shift in sales away from
   MassMutual toward the Company. These product development efforts included
   the redesign of an existing variable universal life product, and the
   issuance of a new variable universal life product in 1999, the introduction
   of two new annuity products and the addition of new fund options on existing
   products.

Our business mix has shifted as a result of increasing sales
   of annuity products. Universal life and other life products comprised 16% of
   total premium income during 2000, compared to 38% in 1999. Annuity products
   were 84% of total premium income in 2000, compared to 62% in 1999.

The components of net investment income are set forth in the
   table below:



|                                          |                                 |       |         
|----------------------------------------- | ------------------------------- | ----- | --------
|                                          | Three Months Ended March 31,   
|                                          |                                
|                                          | 2000                            | 1999  | % Change
|                                          | ($ In Millions)                
|Gross Investment Income:                  |                                 |       |         
|                                          | Bonds                           | $13.9 | $13.0   
|                                          | Mortgage loans                  | 4.4   | 2.4     
|                                          | Other investments               | 2.8   | 0.8     
|                                          | Policy loans                    | 2.2   | 2.5     
|                                          | Cash and short-term investments | 2.9   | 1.5     
|Total gross investment income             | 26.2                            | 20.2  | 30      
|Investment expenses                       | (0.2)                           | (0.6) | (67)    
|IMR amortization                          | (0.1)                           | 0.1   | NM      
|                                          |                                 |       |         
|Net investment income                     | $25.9                           | $19.7 | 31%     
|                                          |                                 |       |         
|NM = not meaningful or in excess of 200%. |                                 |       |         

Net investment income increased in 2000 due to a 14% increase
   in average invested assets and an increase in gross yield for the investment
   portfolio to 8.1% in 2000 from 7.1% in 1999. After expenses and IMR
   amortization, net annualized yields were 8.0% and 6.9%, for the periods
   ended March 31, 2000 and 1999, respectively. Fluctuations in market
   conditions will impact future investment results.

The annualized yield on each investment category, before
   federal income taxes, is calculated as: (a) two times gross investment
   income divided by (b) the sum of assets at the beginning of the period and
   assets at the end of the period, less gross investment income, (c)
   multiplied by four.

The increase in 2000 in gross investment income from bonds is
   primarily due to a 12% increase in average bonds invested while the
   annualized yield remained constant at 7.7% for 2000 and 1999. The increase
   in income from mortgage loans is due to a 75.0% increase in average invested
   mortgage loans and an increase in the annualized yield from 8.3% in 1999 to
   9.9% in 2000. The mortgage loan increase is a direct result of the strategy
   employed during 1999 to increase the Company's mortgage acquisition
   activity.

The increase in gross investment income from other investments
   is primarily due to increased dividends received from affiliated mutual
   funds, partially offset by a 64% decrease in the average amount of
   other investments compared to the prior year. The increase in gross
   investment income from cash and short-term investments is primarily due to a
   48% increase in average invested cash and short-term investments balances
   over the prior year.

Fees and other income decreased in 2000 primarily due to an
   increase in the reserve adjustment on reinsurance ceded as a result of
   credits received on the Company's modified coinsurance agreement
 with MassMutual, partially offset by increases in commissions and expense
   allowances on reinsurance ceded and fees collected from separate accounts.
   See Condensed Notes to Statutory Financial Statements "Related Party
   Transactions" for a more detailed description of the Company's modified
   coinsurance agreement with MassMutual.

Policyholders' benefits and payments increased in 2000
   primarily due to surrender benefits on individual annuity products.
   Individual annuity surrenders increased $49.4 million, or 88%, from the
   prior year. Life insurance surrenders increased $2.7 million, or 38%, from
   the prior year.

Addition to policyholders' reserves and funds includes the
   change in general account reserves and transfers to and from the separate
   accounts, based upon policyholder elections. The growth in these benefits is
   primarily attributable to the Company's premium and sales growth. The
   increase in 2000 includes a $338.1 million increase in separate account
   deposits, partially offset by a $37.5 million increase in separate account
   withdrawals and other transfers. General account reserves also increased by
   $31.3 million in 2000, primarily due to an increase in annuity deposits into
   the general account.

Commissions increased in 2000 due principally to increases in
   sales of annuities and life insurance. Life insurance commissions increased
   $13.1 million, or 133%, while annuity products' commissions increased $5.7
   million, or 186% between periods. The overall decrease in commissions as a
   percentage of sales is due to the shift in sales mix to annuity products,
   which have lower commission rates than life products.

The increase in operating expenses, state taxes, licenses and
   fees in 2000 is primarily attributable to the increased production of new
   business that resulted in increased management fees. Management fees charged
   by MassMutual include increases in agency allowances and other expenses
   associated with the production of new business.

The decrease in federal income taxes in 2000 is primarily
   attributable to the declining net gain (loss) from operations before federal
   income taxes, partially offset by the timing of the tax deductibility of
   acquisition costs. Additionally, management projects that in 2000 the
   recognition of tax benefits may be limited as the Company may utilize all
   available tax loss carrybacks.

Realized capital losses, after the transfer to the Interest
   Maintenance Reserve ("IMR"), increased in 2000 primarily due to
   credit related mortgage losses, which are not transferred to the IMR. In
   1999, the Company had no realized capital gains and losses, after the
   transfer to the IMR.

Statement of Financial Position

Assets

Total assets at March 31, 2000, increased by $477.0 million,
   or 15%, from December 31, 1999. This increase is primarily due to continued
   growth in the Company's separate accounts, which increased $403.3 million,
   or 23%, due to growth in net deposits of variable products and market
   appreciation.

General account assets increased $73.7 million, or 5%, to
   $1,462.6 million as of March 31, 2000, from $1,388.9 million as of December
   31, 1999. This increase is primarily due to increases in bonds and transfers
   due from separate accounts, partially offset by a reduction in cash and
   short-term investments. The portfolio of invested assets is managed to
   support product liabilities in light of yield, liquidity and diversification
   considerations. The general investment account portfolio does not include
   the Company's separate account invested assets.

Bonds at March 31, 2000, were $788.4 million, representing an
   increase of $53.4 million, or 7%, from $735.0 million at December 31, 1999.
   During the three months ended March 31, 2000, $214.7 million of bonds were
   purchased while maturities and sales proceeds totaled $160.3
   million.

Other investments consisting of financial options, interest
   rate caps and floors, preferred stocks, affiliated common stocks, and a
   joint venture interest were $29.5 million at March 31, 2000, representing an
   increase of $3.9 million, or 15%, from $25.6 million at December 31, 1999.
   This increase in 2000 is primarily due to increases in receivables for
   securities sold and investments in affiliated common stock, partially offset
   by a decrease in financial options.

Transfers due from separate accounts increased $29.2 million,
   or 49%, to $88.4 million as of March 31, 2000, from $59.2 million at
   December 31, 1999. Transfers due from separate accounts represents
   policyholders' account values in excess of statutory benefit reserves. This
   growth is consistent with the overall increase in separate account business
   in force.

Liabilities

As with assets, most of the 2000 growth occurred in the
   separate accounts. Total liabilities at March 31, 2000, increased $492.9
   million, or 16%, to $3,550.7 million from $3,057.8 million at December 31,
   1999.

Policyholders' reserves and funds at March 31, 2000, were
   $1,220.9 million, representing an increase of $45.0 million, or 4%, from
   $1,175.9 million at December 31, 1999. This increase is primarily
   attributable to growth from new sales in annuity products and interest
   credited, partially offset by transfers to separate accounts and
   withdrawals.

Other liabilities increased $51.3 million, or 130%, to $90.8
   million from $39.5 million at December 31, 1999. This increase is primarily
   due to the Company's continued sales and premium growth, which resulted in a
   $42.7 million increase in premium suspense accounts.

Shareholder's Equity

The decrease in shareholder's equity was primarily due to:

·    a 2000 net loss of $13.6
   million,

·    a decrease of $1.7 million
   primarily due to unrealized capital losses on common stocks, and

·    a decrease of $3.1 million due
   to an increase in non-admitted assets,

partially offset by:

·    an increase of $2.5 million
   due to the change in Asset Valuation Reserve ("AVR") and General
 
      Investment Reserve ("GIR").

Liquidity and Capital Resources

Liquidity

Cash and short-term investments decreased $23.3 million, or
   13%, from the prior year as a result of the reinvestment of cash held at
   December 31, 1999, into bonds.

Net cash provided by operating activities increased $23.3
   million, or 117%, from the prior year. This increase is primarily due to
   increased premiums and investment income, partially offset by increased
   surrender benefits, withdrawals, general expenses, commissions and state
   taxes, licenses and fees.

Loans and purchases of investments increased $100.9 million,
   or 123%, while sales and maturities of investments and receipts from
   repayments of loans increased $36.1 million, or 45%, from the prior year.
   These increases are primarily due to a larger volume of purchases and sales
   of bonds due to business growth.

Capital Resources

The Board of Directors of MassMutual has authorized the
   contribution of funds to the Company sufficient to meet the capital
   requirements of all states in which the Company is licensed to do
   business.

As of March 31, 2000, the Company's total adjusted capital as
   defined by the NAIC was $98.9 million. The NAIC developed the Risk Based
   Capital ("RBC") model to compare the total adjusted capital with a
   standard design in order to reflect an insurance company's risk profile.
   Although management believes that there is no single appropriate means of
   measuring RBC needs, management feels that the NAIC approach to RBC
   measurement is reasonable, and the Company manages its capital position with
   significant attention to maintaining adequate total adjusted capital
   relative to RBC. The Company's total adjusted capital was well in excess of
   all RBC standards at March 31, 2000. Management believes that the Company
   enjoys a strong capital position in light of its risks and the Company is
   well positioned to meet policyholder and other obligations.

Part II
 
 Item 3

Quantitative and Qualitative Disclosure about Market
   Risk

The Company's market risk and financial instrument holdings as
   of March 31, 2000, are similar to its market risk and financial instrument
   holdings as of December 31, 1999, a description of which is included in the
   Company's Annual Report on Form 10-K for the year ended December 31,
   1999.

Part II
 
 Item 6

C.M. Life Insurance Company
 
 Exhibits and Reports on Form 8-K
 
 March 31, 2000

(a) Exhibit Index

27. Financial Data Schedule

(b) Reports on Form 8-K

No reports on Form 8-K were filed by the Registrant with
   the Securities and Exchange Commission
 
             during
   the three month period ended March 31,  2000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
   1934, the registrant has duly caused this report to be signed on its behalf
   by the undersigned, thereunto duly authorized.



|                                                                   |                                        
|------------------------------------------------------------------ | ---------------------------------------
|                                                                   | C.M. Life Insurance Company(Registrant)
|                                                                   |                                        
|Date: May 11, 2000                                                 | By:     /s/Robert W.
     Crispin*     
|                                                                   |                                        
|                                                                   |                                        
|                                                                   |                                        
|                                                                   |                                        
|Date: May 11, 2000                                                 | By:     /s/ John Miller,
     Jr.*     
|                                                                   |                                        
|                                                                   |                                        
|                                                                   |                                        
|                                                                   |                                        
|/s/ Richard M. Howe                                                |                                        
|*Richard M. Howe                                                   |                                        
|On May 11, 2000 as Attorney in Fact, pursuant toPower of Attorney.