Sec Form 4 Filing - Dillman Rodney J @ MASSMUTUAL CORPORATE INVESTORS - 2007-05-18

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Dillman Rodney J
2. Issuer Name and Ticker or Trading Symbol
MASSMUTUAL CORPORATE INVESTORS [ MCI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
Officer of Issuer and Adviser/Officer of Issuer and Adviser
(Last) (First) (Middle)
BABSON CAPITAL MANAGEMENT LLC, 1500 MAIN STREET PO BOX 15189
3. Date of Earliest Transaction (MM/DD/YY)
05/18/2007
(Street)
SPRINGFIELD, MA011155189
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Capital Stock 155 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
MassMutual Non-Qualified Thrift Plan $ 0 05/18/2007 J( 1 ) 12.41 ( 2 ) ( 2 ) Capital Stock 12.41 $ 35.54 860.87 D
MassMutual Non-Qualified Thrift Plan $ 0 08/10/2007 J( 1 ) 14.88 ( 2 ) ( 2 ) Capital Stock 14.88 $ 31.25 875.75 D
MassMutual Non-Qualified Thrift Plan $ 0 11/16/2007 J( 1 ) 15.11 ( 2 ) ( 2 ) Capital Stock 15.11 $ 31.3 890.86 D
MassMutual Non-Qualified Thrift Plan $ 0 01/11/2008 J( 1 ) 29.69 ( 2 ) ( 2 ) Capital Stock 29.69 $ 29.11 920.55 D
MassMutual Non-Qualified Thrift Plan $ 0 05/16/2008 J( 1 ) 16.63 ( 2 ) ( 2 ) Capital Stock 16.63 $ 29.9 937.18 D
MassMutual Non-Qualified Thrift Plan $ 0 07/24/2008 J( 3 ) 4,198.82 ( 2 ) ( 2 ) Capital Stock 4,198.82 $ 25.14 5,136 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dillman Rodney J
BABSON CAPITAL MANAGEMENT LLC
1500 MAIN STREET PO BOX 15189
SPRINGFIELD, MA011155189
Officer of Issuer and Adviser Officer of Issuer and Adviser
Signatures
By: Melissa Busso as Attorney-in-fact for 07/28/2008
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Babson Capital and MassMutual each offer a non-qualified compensation deferral plan where certain officers are permitted to defer a portion of their compensation into the plans. Deferred compensation into a plan is allocated among one or more investment options at the election of the plan participant. Each plan has an investment option that derives its value from the market value of MassMutual Corporate Investors' common shares (and includes the value of reinvested dividends). However, pursuant to the terms of the plans, neither the plans nor the participants have an actual ownership interest in the common shares. The shares beneficially owned include the number of shares of MassMutual Corporate Investors represented by the value of the MassMutual Corporate Investors investment option under the plan held by the plan participant. Specific transactions itemized herein may reflect a change in plan value on account of the reinvestment of investment option dividend credits.
( 2 )Exercisable only upon termination, retirement or other plan permitted event. Plan holdings may be "liquidated" and reallocated into other plan investment options by the plan participant. The derivative has no actual securities underlying the plan agreement, which is entirely notional.
( 3 )The specific transactions itemized herein represents a reallocation within the non-qualified compensation deferral plan to the investment option deriving its value from the market value of MassMutual Corporate Investors' common shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.