<PAGE>

                                   FORM 10-Q


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, 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 June 30, 1999

                                      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. Employer
       incorporation 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 former
                  fiscal 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.

Yes   X     No  __
     ---

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS 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 ISSUERS

Registrant has 12,500 shares of common stock outstanding on June 30, 1999, 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.
<PAGE>

                          C.M. LIFE INSURANCE COMPANY

                                     INDEX

<TABLE>
Part I  Financial Information
        ---------------------
<S>                                                                                      <C>
        Item 1: Financial Statements

                 Statutory Statements of Financial Position-
                   June 30, 1999 and December 31, 1998                                                3

                 Statutory Statements of Income-
                   Three Months Ended June 30, 1999 and 1998                                          4

                 Statutory Statements of Income-
                   Six Months Ended June 30, 1999 and 1998                                            5

                 Statutory Statements of Changes in Shareholder's Equity-
                   Six Months Ended June 30, 1999 and 1998                                            6

                 Statutory Statements of Cash Flows-
                   Six Months Ended June 30, 1999 and 1998                                            7

                 Condensed Notes to Statutory Financial Statements                                    8

        Item 2: Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                                                 10

        Item 3: Quantitative and Qualitative Disclosure About
                 Market Risk                                                                         16

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                                                    17

Signatures                                                                                           17
</TABLE>

                                       2
<PAGE>

                                    PART I
                                    Item 1

                          C.M. LIFE INSURANCE COMPANY
                  STATUTORY STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                                                  June 30,          December 31,
                                                                   1999                1998
                                                               -------------      --------------
                                                                (Unaudited)
<S>                                                            <C>                <C>
                                                             ($ In Millions Except for  Par Value)
Assets:
Bonds                                                          $       696.9      $        683.0
Mortgage loans                                                         182.2               126.3
Other investments                                                       78.4                76.3
Policy loans                                                           147.2               150.4
Cash and short-term investments                                         93.8               105.7
                                                               -------------      --------------
              Total invested assets                                  1,198.5             1,141.7

Investment and insurance amounts receivable                             30.8                36.0
Transfers due from separate accounts                                    43.5                34.3
                                                               -------------      --------------
                                                                     1,272.8             1,212.0
Separate account assets                                              1,368.4             1,318.9
                                                               -------------      --------------
              Total assets                                     $     2,641.2      $      2,530.9
                                                               =============      ==============


Liabilities:
Policyholders' reserves and funds                              $     1,046.6      $        996.3
Policyholders' claims and other benefits                                 6.9                 3.8
Payable to parent                                                       21.5                28.8
Asset valuation and other investment reserves                           28.1                23.9
Other liabilities                                                       30.5                18.2
                                                               -------------      --------------
                                                                     1,133.6             1,071.0
Separate account liabilities                                         1,368.4             1,318.9
                                                               -------------      --------------
              Total liabilities                                      2,502.0             2,389.9
                                                               -------------      --------------

Shareholder's equity:
              Common stock, $200 par value
              50,000 shares authorized
12,500 shares issued and outstanding                                     2.5                 2.5
Paid-in and contributed surplus                                         68.8                68.8
Surplus                                                                 67.9                69.7
                                                               -------------      --------------
              Total shareholder's equity                               139.2               141.0
                                                               -------------      --------------
              Total liabilities and shareholder's equity       $     2,641.2      $      2,530.9
                                                               =============      ==============
</TABLE>

            See condensed notes to statutory financial statements.

                                       3
<PAGE>

                                    PART I
                              Item 1 (continued)

                          C.M. LIFE INSURANCE COMPANY
                        STATUTORY STATEMENTS OF INCOME
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended June 30,
                                                               -----------------------------
                                                                1999                   1998
                                                               ------                 ------
                                                                       (In Millions)
<S>                                                            <C>                    <C>
Revenue:
Premium income                                                 $157.8                 $108.9
Net investment income                                            18.5                   23.8
Fees and other income                                             1.2                    1.0
                                                               ------                 ------
                                                                177.5                  133.7
                                                               ------                 ------
Benefits and expenses:
Policyholders'  benefits and payments                            81.7                   35.9
Addition to policyholders' reserves and funds                    61.8                   60.0
Operating expenses                                               18.7                   15.1
Commissions                                                      16.6                   12.1
State taxes, licenses and fees                                    2.3                    1.6
                                                               ------                 ------
                                                                181.1                  124.7
                                                               ------                 ------
Net gain (loss) from operations before federal income taxes      (3.6)                   9.0
Federal income taxes                                              1.9                    2.8
                                                               ------                 ------
Net gain (loss) from operations                                  (5.5)                   6.2

Net realized capital gain                                           -                      -
                                                               ------                 ------

Net income (loss)                                              $ (5.5)                $  6.2
                                                               ======                 ======
</TABLE>

            See condensed notes to statutory financial statements.

                                       4
<PAGE>

                                    PART I
                              Item 1 (continued)

                          C.M. LIFE INSURANCE COMPANY
                        STATUTORY STATEMENTS OF INCOME
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                 Six Months Ended June 30,
                                                               -----------------------------
                                                                1999                   1998
                                                               ------                 ------
                                                                       (In Millions)
<S>                                                            <C>                    <C>
Revenue:
Premium income                                                 $257.3                 $194.8
Net investment income                                            38.2                   42.3
Fees and other income                                             3.0                    1.6
                                                               ------                 ------
                                                                298.5                  238.7
                                                               ------                 ------
Benefits and expenses:
Policyholders'  benefits and payments                           152.4                   68.9
Addition to policyholders' reserves and funds                    69.4                   94.1
Operating expenses                                               34.9                   28.5
Commissions                                                      29.6                   22.5
State taxes, licenses and fees                                    3.7                    3.9
                                                               ------                 ------
                                                                290.0                  217.9
                                                               ------                 ------
Net gain from operations before federal income taxes              8.5                   20.8
Federal income taxes                                              8.4                    8.3
                                                               ------                 ------
Net gain from operations                                          0.1                   12.5

Net realized capital gain                                           -                      -
                                                               ------                 ------

Net income                                                     $  0.1                 $ 12.5
                                                               ======                 ======
</TABLE>

             See condensed notes to statutory financial statements.

                                       5
<PAGE>

                                    PART I
                              Item 1 (continued)

                          C.M. LIFE INSURANCE COMPANY
            STATUTORY STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                  Six Months Ended June 30,
                                                               ------------------------------
                                                                1999                    1998
                                                               ------                  ------
                                                                        (In Millions)
<S>                                                            <C>                     <C>
Shareholder's equity, beginning of year                        $141.0                  $113.2
Increases (decreases) due to:
Net income                                                        0.1                    12.5
Change in asset valuation and other investment reserves          (4.2)                    1.8
Capital contribution                                                -                    25.0
Changes in non-admitted assets and other                          0.8                     0.9
Change in net unrealized capital gain                             1.5                    (3.2)
                                                               ------                  ------
                                                                 (1.8)                   37.0
                                                               ------                  ------
Shareholder's equity, end of period                            $139.2                  $150.2
                                                               ======                  ======
</TABLE>

             See condensed notes to statutory financial statements.

                                       6
<PAGE>

                                    PART I
                              Item 1 (continued)

                          C.M. LIFE INSURANCE COMPANY
                      STATUTORY STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                    Six Months Ended June 30,
                                                                    -------------------------
                                                                  1999                    1998
                                                                  ----                    ----
                                                                         (In Millions)
<S>                                                            <C>                     <C>
Operating activities:
Net income                                                     $   0.1                 $  12.5
Additions to policyholders' reserves and funds
    net of transfers to separate accounts                         53.4                     9.6
Other changes                                                      4.4                     6.9
                                                               -------                 -------
          Net cash provided by operating activities               57.9                    29.0
                                                               -------                 -------

Investing activities:
Loans and purchases of investments                              (286.7)                 (388.6)
Sales and maturities of investments and
   receipts from repayments of loans                             216.9                   309.0
                                                               -------                 -------

          Net cash used in investing activities                  (69.8)                  (79.6)
                                                               -------                 -------

Financing activities:
Capital and surplus contribution                                     -                    25.0
                                                               -------                 -------

          Net cash provided by financing activities                  -                    25.0
                                                               -------                 -------

Decrease in cash and short-term investments                      (11.9)                  (25.6)

Cash and short-term investments, beginning of year               105.7                    88.4
                                                               -------                 -------

Cash and short-term investments, end of period                 $  93.8                 $  62.8
                                                               =======                 =======
</TABLE>

            See condensed notes to statutory financial statements.

                                       7
<PAGE>

                                    Part I
                              Item 1 (Continued)

                          C.M. Life Insurance Company
               Condensed Notes to Statutory Financial Statements
                                 June 30, 1999
                                  (Unaudited)

C.M. Life Insurance Company ("C.M. Life" or "The Company"), is organized as a
stock life insurance company. The Company primarily sells flexible premium
universal life insurance and variable annuity products, and is licensed in
Puerto Rico, the District of Columbia and 49 states, (excluding the State of New
York). C.M. Life is a wholly owned stock life insurance subsidiary of
Massachusetts Mutual Life Insurance Company ("MassMutual").

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. Certain prior period amounts have been
restated to conform to current presentation. These financial statements have
been prepared under the presumption that users of the interim financial
information have either read or have access to C.M. Life's audited statutory
financial statements for the year ended December 31, 1998. Accordingly, footnote
disclosures, which would substantially duplicate the disclosures contained in
C.M. Life's December 31, 1998, 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 C.M. Life's Annual Report on
Form 10-K, for the year ended December 31, 1998.

1.  Summary of Accounting Practices
-----------------------------------

The accompanying statutory financial statements have been prepared in conformity
with the statutory accounting practices 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) policy reserves are based upon statutory mortality and
interest requirements without consideration of withdrawals, whereas GAAP
reserves would be based upon reasonably conservative estimates of mortality,
interest and withdrawals; (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 life products and
variable annuities are reported as premium revenue, 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 no later than 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, the impact has not been 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, as
well as disclosures of contingent 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
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 June 30, 1999 and December 31, 1998, the results of its operations for

                                       8
<PAGE>

the three month and six month periods ended June 30, 1999 and 1998, changes in
shareholder's equity and its cash flows for the six month periods ended June 30,
1999 and 1998.

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 $19.2 million and $36.1 million for the three and six month
periods ending June 30, 1999, respectively, and $15.0 million and $28.3 million
for the three and six month periods ended June 30, 1998, respectively.
The Company cedes a portion of its life insurance business to MassMutual and
other insurers in the normal course of business. 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 the payment of future
benefits on ceded policies. In addition to the coinsurance agreement, the
Company also has a stop-loss agreement with MassMutual under which the Company
cedes claims that, in aggregate, exceed 18% of the covered volume for any year,
with maximum coverage of $25.0 million above the aggregate limit. The Company
paid approximately $0.3 million and $0.6 million in premiums under the agreement
for the three and six month periods ending June 30, 1999, respectively, and $0.2
million and $0.5 million in premiums for the three and six month periods ending
June 30, 1998, respectively.

3. Segment Information
-----------------------

C.M. Life's operations consist of one business segment, which principally sells
universal life insurance, variable life insurance and annuity products. C.M.
Life is not dependent upon any single customer and no single customer accounted
for more than 10% of revenues for the three and six month periods ended June 30,
1999 and 1998, respectively.

                                       9
<PAGE>

                                    Part I
                                    Item 2
                     Management's Discussion and Analysis
               of 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 statutory financial statements
(unaudited) and condensed notes to statutory financial statements included
elsewhere in the Form 10-Q and the audited statutory financial statements and
notes thereto, and the Management's Discussion and Analysis included in C.M.
Life's Annual Report on Form 10-K, for the year ended December 31, 1998.

Forward-Looking Information
---------------------------

The Private Securities Litigation Reform Act of 1995 ("the ACT") 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, Company 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
---------------------

For the Three Months Ended June 30, 1999
----------------------------------------
Compared to the Three Months Ended June 30, 1998
------------------------------------------------

For the three months ended June 30, 1999, C.M. Life had a net loss of $5.5
million, as compared with net income of $6.2 million for the three months ended
June 30, 1998. The decrease of $11.7 million, or 189%, was primarily
attributable to increases in benefits and expenses and a decrease in net
investment income partially offset by increased premium income.

Premium income, net of reinsurance ceded, increased $48.9 million, or 45%, to
$157.8 million in 1999 from $108.9 million in 1998. The 45% growth in premiums,
net of reinsurance, is attributable to a 52% increase in sales of universal and
other life insurance products and a 42% increase in sales of variable annuity
products over the same period in the prior year. Product mix has not changed
significantly with universal and other life insurance products comprising 31% of
total premium income during the three months ended June 30, 1999 compared to 30%
in 1998, while annuity products were 69% in 1999 compared to 70% in 1998.

The following table sets forth premium and other information for C.M. Life's
products:

<TABLE>
<CAPTION>
                                                                           Three Months Ended June 30,
                                                                           ---------------------------
                                                                            1999                 1998
                                                                            ----                 ----
                                                                                  (In Millions)
<S>                                                                       <C>                  <C>
Premium income:
    Universal and other life insurance:
      Gross premiums                                                      $ 66.0               $ 44.6
      Ceded premiums                                                       (16.3)               (11.8)
                                                                          ------               ------
      Net premiums                                                          49.7                 32.8
    Annuities                                                              108.1                 76.1
                                                                          ------               ------
Total premium income                                                      $157.8               $108.9
                                                                          ======               ======
</TABLE>

                                       10
<PAGE>

Net investment income decreased $5.3 million, or 22%, to $18.5 million in 1999
from $23.8 million in 1998. This decrease between years is primarily the result
of an extraordinary dividend received from an affiliated mutual fund in the
second quarter of 1998. Affiliated mutual funds are included in "other
investments." Fluctuations in market conditions will impact future investment
results.

The components of net investment income are set forth below:

<TABLE>
<CAPTION>
                                                                           Three Months Ended June 30,
                                                                           ---------------------------
                                                                            1999                 1998
                                                                            ----                 ----
                                                                                  (In Millions)
<S>                                                                        <C>                  <C>
Gross investment income:
     Bonds                                                                 $12.1                $12.7
     Mortgage loans                                                          2.7                  1.9
     Other investments                                                       0.7                  6.0
     Policy loans                                                            2.0                  2.8
     Cash and short-term investments                                         1.4                  0.8
                                                                           -----                -----
Total gross investment income                                               18.9                 24.2
Less:  Investment expenses                                                  (0.5)                (0.5)
Add:  IMR amortization                                                       0.1                  0.1
                                                                           -----                -----
Net investment income                                                      $18.5                $23.8
                                                                           =====                =====
</TABLE>

The annualized yield on total investments before indirect expenses was 6.4% and
9.1% for the periods ended June 30, 1999 and 1998, respectively. After expenses,
net annualized yields were 6.3% and 8.9%, for the periods ended June 30, 1999
and 1998, respectively. Current yields are lower than the prior year primarily
due to the extraordinary dividend discussed above. 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.

Fees and other income increased $0.2 million, or 20%, to $1.2 million in 1999
from $1.0 million in 1998, primarily due to increased administration fees and
contract charges from the separate accounts.

Policyholders' benefits and payments increased $45.8 million, or 128%, to $81.7
million in 1999 from $35.9 million in 1998. The primary driver of the increase
was surrender benefits on annuity products, which increased $38.6 million, or
181%, with the majority of withdrawals coming from separate accounts. Management
believes this increased rate of surrenders is primarily due to two factors: 1)
the investment fund options currently offered under the Company's annuity
products use a "value" based investment philosophy that has temporarily fallen
out of favor when compared to other investment options, such as "growth" funds,
due to recent market conditions and, 2) an overall increase in annuity customer
assets subject to potential withdrawal. Though it is not known if an increased
level of surrenders will continue, the Company has and is taking steps which are
hoped to reduce surrender activity by enhancing product offerings through the
addition of new fund options and other product features. In addition, death
claims, net of reinsurance, increased $4.1 million, or 88%, to $8.7 million in
1999 compared to $4.6 million in 1998 due to unfavorable mortality experience.

Addition to policyholders' reserves and funds increased $1.8 million, or 3%, to
$61.8 million in 1999 from $60.0 million in 1998. Addition to policyholders'
reserves and funds includes transfers to and from the separate account based
upon policyholder elections and the change in general account reserves. A $34.3
million growth in separate account withdrawals was offset by higher general
account reserves. Separate account withdrawals include the annuity surrender
benefits discussed in the above paragraph. General account reserves increased,
primarily due to a $29.8 million increase in the growth in annuity reserves and
a $6.2 million increase in the growth in life reserves.

Operating expenses, commissions and state taxes, licenses and fees, increased
$8.8 million, or 31%, to $37.6 million in 1999 from $28.8 million in 1998. The
increase is attributable to higher commissions associated with the increased
production of new business and increased management fees charged by MassMutual,
which included increases in agency allowances associated with business growth.
The growth in these expenses is consistent with the premium growth experienced
by the Company.

                                       11
<PAGE>

Federal income tax expense decreased $0.9 million, or 32%, to $1.9 million in
1999 from $2.8 million in 1998. Taxable income decreased to $4.1 million in 1999
from $8.1 million in 1998. The decrease in taxable income is primarily
attributable to the difference between statutory insurance reserves and tax
reserves and the timing of the tax deductibility of acquisition costs.

The Company had no realized capital gains (losses), after the transfer to the
Interest Maintenance Reserve ("IMR"), which captures after tax realized capital
gains and losses due to changes in interest rates for all types of fixed income
investments.

For the Six Months Ended June 30, 1999
--------------------------------------
Compared to the Six Months Ended June 30, 1998
----------------------------------------------

For the six months ended June 30, 1999, C.M. Life had net income of $0.1
million, as compared with net income of $12.5 million for the six months ended
June 30, 1998. The decrease of $12.4 million, or 99%, was primarily attributable
to increases in benefits and expenses and a decrease in investment income,
partially offset by increased premium income.

Premium income, net of reinsurance ceded, increased $62.5 million, or 32%, to
$257.3 million in 1999 from $194.8 million in 1998. The net growth in premiums
is attributable to increased sales of Universal and other life products of 38%
over the same period of the prior year and a 29% increase in variable annuity
products over the same period of the prior year. Product mix has not changed
significantly, with the universal and other life products comprising 34% of
total premium income during 1999 compared to 33% in 1998, while annuity products
were 66% in 1999 compared to 67% in 1998.

The following table sets forth premium and other information for C.M. Life's
products.

<TABLE>
<CAPTION>
                                                                            Six months Ended June 30,
                                                                            -------------------------
                                                                            1999                 1998
                                                                            ----                 ----
                                                                                  (In Millions)
<S>                                                                       <C>                  <C>
Premium Income:
    Universal and other life:
          Gross premiums                                                  $120.7               $ 89.9
          Ceded premiums                                                   (32.1)               (25.6)
                                                                          ------               ------
          Net premiums                                                      88.6                 64.3
    Annuities                                                              168.7                130.5
                                                                          ------               ------
Total premium income                                                      $257.3               $194.8
                                                                          ======               ======
</TABLE>

Net investment income decreased $4.1 million, or 10%, to $38.2 million in 1999
from $42.3 million in 1998, primarily due to a significant reduction in other
investment income attributed to an extraordinary dividend received from an
affiliated mutual fund in the second quarter of 1998. Affiliated mutual funds
are included in "other investments". Fluctuations in market conditions will
impact future investment results.

                                       12
<PAGE>

The components of net investment income are set forth below.

                                                  Six months Ended June 30,
                                                  -------------------------
                                                  1999                 1998
                                                  ----                 ----
                                                         (In Millions)
Gross investment income:
   Bonds                                           $25.2           $24.5
   Mortgage loans                                    5.1             4.1
   Other investments                                 1.4             7.1
   Policy loans                                      4.5             5.6
     Cash and short-term investments                 2.9             2.0
                                                    -----          -----
Total gross investment income                       39.1            43.3
Less: Investment expenses                           (1.1)           (1.1)
Add:  IMR Amortization                                .2              .1
                                                    -----          -----
Net investment income                              $38.2           $42.3
                                                   =====           =====

The annualized yield on total investments before indirect expenses was 6.8% and
8.3% for the periods ended June 30, 1999 and 1998, respectively. After expenses,
net annualized yields were 6.6% and 8.1%, respectively. Current yields are lower
than the prior year primarily due to the extraordinary dividend discussed above.
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 year and assets at the end of the period, less
gross investment income, (c) multiplied by two.

Fees and other income increased $1.4 million, or 88%, to $3.0 million in 1999
from $1.6 million in 1998. This increase is primarily due to administration fees
and contract charges from the separate accounts, which increased $1.4 million,
or 21%, to $8.2 million in 1999 from $6.8 million in 1998.

Policyholders' benefits and payments increased $83.5 million, or 121%, to $152.4
million in 1999 from $68.9 million in 1998. The primary driver of the increase
was surrender benefits on annuity products which increased $74.4 million, or
187%, the majority of the withdrawals coming from the separate accounts.
Management believes this increased rate of surrenders is primarily due to two
factors: 1) the investment fund options currently offered under the Company's
annuity products use a "value" based investment philosophy that has temporarily
fallen out of favor when compared to other investment options, such as "growth"
funds, due to recent market conditions and, 2) an overall increase in annuity
customer assets subject to potential withdrawal. Though it is not known if an
increased level of surrenders will continue, the Company has and is taking steps
which are hoped to reduce surrender activity by enhancing product offerings
through the addition of new fund options and other product features. In
addition, death claims, net of reinsurance, increased $6.7 million, or 72%, to
$16.0 million in 1999 compared to $9.3 million in 1998 due to unfavorable
mortality experience.

Addition to policyholders' reserves and funds decreased $24.7 million, or 26%,
to $69.4 million in 1999 from $94.1 million in 1998. Addition to policyholders'
reserves and funds includes transfers to and from the separate accounts based
upon policyholder elections and the change in general account reserves. The
$24.7 million decrease is primarily due to an increase of $71.3 million in
separate account withdrawals partially offset by higher separate account
deposits and higher general account reserves. Separate account withdrawals
include the annuity surrender benefits discussed in the paragraph above. In
addition, general account reserves increased, primarily due to a $36.4 million
increase in the growth in annuity reserves and a $10.5 million increase in the
growth in life reserves.

Operating expenses, commissions and state taxes, licenses and fees increased
$13.3 million, or 24%, to $68.2 million in 1999 from $54.9 million in 1998. The
increase is attributable to increased commissions associated with the increased
production of new business and increased management fees charged by MassMutual,
which included increases in agency allowances associated with business growth.
The growth in these expenses is consistent with the premium growth experienced
by the Company.

Federal income tax expense increased $0.1 million, or 1%, to $8.4 million in
1999 from $8.3 million in 1998. Taxable income decreased $1.0 million to $22.8
million in 1999 from $23.8 million in 1998. The

                                       13
<PAGE>

decrease in taxable income is primarily attributable to the difference between
statutory insurance reserves and tax reserves and the timing of the tax
deductibility of acquisition costs and other items.

Realized capital gains, after the transfer to the IMR were immaterial for both
1999 and 1998.


Statement of Financial Position
-------------------------------

Assets
------

Total assets at June 30, 1999, were $2,641.2 million, representing an increase
of $110.3 million, or 4%, from $2,530.9 million at December 31, 1998. Invested
assets in C.M. Life's general account portfolio at June 30, 1999, increased by
$56.8 million, or 5%, to $1,198.5 million from $1,141.7 million at December 31,
1998, due to growth in in-force life insurance. 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 C.M. Life's separate account invested assets. C.M. Life's separate
investment accounts, increased by $49.5 million, or 4%, to $1,368.4 million at
June 30, 1999 from $1,318.9 million at December 31, 1998. This increase is due
to market appreciation and additional net deposits of variable products.

Bonds at June 30, 1999, were $696.9 million, representing an increase of $13.9
million, or 2%, from $683.0 million at December 31, 1998. During the six months
ended June 30, 1999, $225.1 million of bonds were purchased while maturities and
sale proceeds totaled $212.0 million.

Mortgage loans at June 30, 1999, were $182.2 million, representing an increase
of $55.9 million, or 44%, from $126.3 million at December 31, 1998, as increased
funds available for investment as a result of C.M. Life's growing general
account business are being directed toward the mortgage portfolio due to
favorable market yields. During the six months ended June 30, 1999, $69.1
million of mortgages were issued while repayments totaled $13.0 million.

Other investments, consisting of financial options, interest rate caps and
floors, preferred stocks, affiliated common stocks and receivable for securities
sold were $78.4 million at June 30, 1999, representing an increase of $2.1
million, or 3%, from $76.3 million at December 31, 1998. This increase is
primarily due to a $2.9 million increase in receivables for securities sold.

Cash and short-term investments at June 30, 1999, were $93.8 million,
representing a decrease of $11.9 million, or 11%, from $105.7 million at
December 31, 1998. The Company has increased their investment in mortgage loans
due to favorable mortgage rates, therefore reducing cash and short-term
investment positions.

Liabilities
-----------

Total liabilities at June 30, 1999, increased $112.1 million, or 5%, to $2,502.0
million from $2,389.9 million at December 31,1998. The increase primarily was
the result of a $49.5 million increase in separate account liabilities due to
the receipt of additional net deposits on variable-type products and a $50.3
million increase in policyholders' reserves and funds.

Policyholders' reserves and funds at June 30, 1999, were $1,046.6 million,
representing an increase of $50.3 million, or 5%, from $996.3 million at
December 31, 1998. The increase, primarily attributable to growth from new sales
and interest credited, was partially offset by transfers to separate accounts
and withdrawals.

Shareholder's Equity
--------------------

Shareholder's equity was $139.2 million at June 30, 1999, a decrease of $1.8
million, or 1%, from $141.0 million at December 31, 1998. This decrease is
primarily attributable to a $4.2 million increase in asset valuation and other
investment reserves offset by changes in non-admitted assets and unrealized
capital gains.

                                       14
<PAGE>

Liquidity and Capital Resources
-------------------------------


Liquidity
---------

Net cash provided by operating activities increased $28.9 million, or 100%, to
$57.9 million in 1999 from $29.0 million in 1998. This increase is attributed
primarily to increased deposits to the general account. More specifically, this
increase in the general account cash flows is due to additional net general
account deposits, investment income and fees from separate accounts, partially
offset by increased general expenses and commissions.

Loans and purchases of investments decreased $101.9 million, or 26%, to $286.7
million in 1999 from $388.6 million in 1998. Sales and maturities of investments
and receipts from repayments of loans decreased $92.1 million, or 30%, to $216.9
million in 1999 from $309.0 million in 1998. We attribute these decreases
primarily to a lower volume of purchases and sales of bonds due to changes in
market conditions.


Capital Resources
-----------------

C.M. Life's total adjusted capital as defined by the NAIC was $167.3 million at
June 30, 1999. C.M. Life's total adjusted capital was well in excess of all RBC
standards at June 30, 1999, and December 31, 1998.

                                       15
<PAGE>

                                    Part I
                                    Item 3
           Quantitative and Qualitative Disclosure about Market Risk

The Company's market risk and financial instrument holdings as of June 30, 1999,
are similar to its market risk and financial instrument holdings as of December
31, 1998, a description of which is included in C.M. Life's Annual Report on
Form 10-K for the year ended December 31, 1998.

                                       16
<PAGE>

                                    Part II
                                    Item 6

                          C.M. Life Insurance Company
                       Exhibits and Reports on Form 8-K
                                 June 30, 1999



(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 quarter ended June 30, 1999.


                                  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:   August 12, 1999                    By: /s/ Lawrence V. Burkett, Jr.*
        ---------------                        -----------------------------
                                               Lawrence V. Burkett, Jr.
                                               Director, President and
                                               Chief Executive Officer
                                               (Principal Executive Officer)

Date:   August 12, 1999                    By: /s/ John Miller, Jr.*
        ---------------                        -----------------------------
                                               John Miller, Jr.
                                               Vice President and Comptroller
                                               (Chief Accounting Officer)

/s/ Richard M. Howe
-------------------
*Richard M. Howe
     On August 12, 1999 as Attorney in Fact, pursuant to
     Power of Attorney.

                                       17