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<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>exh-77b_16277.txt
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                                                                   EXHIBIT 77(B)
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[KPMG 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


To the Shareholders and Board of Trustees of MassMutual Participation Investors:

In planning and performing our audits of the financial statements of MassMutual
Participation Investors (the "Company"), as of and for the year ended December
31, 2008, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered the Company's internal control
over financial reporting, including controls over safeguarding securities, as a
basis for designing our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-SAR, but not for the purpose of expressing an opinion on the effectiveness of
Company's internal control over financial reporting. Accordingly, we express no
such opinion.

Management of the Company is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. A company's internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Company's annual or interim financial statements will not be prevented or
detected on a timely basis.

Our consideration of Company's internal control over financial reporting was for
the limited purpose described in the first paragraph and would not necessarily
disclose all deficiencies in internal control that might be material weaknesses
under standards established by the Public


           KPMG LLP, a U.S. limited liability partnership, is the U.S.
             member firm of KPMG International, a Swiss cooperative.
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Company Accounting Oversight Board (United States). However, we noted no
deficiencies in the Company's internal control over financial reporting and
their operations, including controls over safeguarding securities that we
consider to be a material weakness as defined above as of December 31, 2008.

This report is intended solely for the information and use of management and the
Company 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

Boston, Massachusetts
February 11, 2009
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