<DOCUMENT>
<TYPE>EX-99.77B
<SEQUENCE>2
<FILENAME>item-77b_13239.txt
<DESCRIPTION>REPORT OF KPMG LLP
<TEXT>
               ITEM 77B - ACCOUNTANT'S REPORT ON INTERNAL CONTROL

[LOGO]
               KPMG LLP                         Telephone        617 988 1000
               99 High Street                   Fax              617 988 0800
               Boston, MA 02110-2371            Internet         www.us.kpmg.com




             Report of Independent Registered Public Accounting Firm


The Board of Trustees and Shareholders
MassMutual Participation Investors:


In planning and performing our audit of the financial statements of MassMutual
Participation Investors (the "Trust") for the year ended December 31, 2004, we
considered its internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on internal control.

The management of the Trust is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related cost of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with accounting principles generally accepted
in the United States of America. Those controls include the safeguarding of
assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under the standards of the
Public Accounting Oversight Board (United States). A material weakness is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statement will not be prevented or detected. However, we noted
no matters involving internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses as defined
above as of December 31, 2004.

This report is intended solely for the information and use of management and the
Board of Trustees of the Trust and the Securities and Exchange Commission and is
not intended to be, and should not be, used by anyone other than these specified
parties.

                                                       /s/ KPMG LLP

February 7, 2005

           KPMG LLP, a U.S. limited liability partnership, is the U.S.
             member firm of KPMG International, a Swiss cooperative.
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