SecProbe.io

Mail Stop 6010 July 2, 2008

Jack B. Lay
Senior Executive Vice Presiden t and Chief Financial Officer
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039
Re: Reinsurance Group of America, Incorporated
Registration Statement on Form S- 4, filed June 3, 2008 (File No. 333-151390)
 Form 10-K for the Year Ended December 31, 2007, filed February 28, 2008
 Form 10-Q for the Quarter Ended March 31, 2008, filed May 2, 2008

Dear Mr. Lay:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a re vision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with supplemental information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to ca ll us at the telephone
numbers listed at the end of this letter.

Registration Statement on Form S-4

General

1. Please note that you are required to file w ith the Commission any written instructions,
scripts, and outlines that will be used by any person that solicit proxies on behalf of the company through personal interv iews, or telephone, and all ot her soliciting ma terial that
will be furnished to the security holders of the company.
 2. Please note that where we provide examples to illustrate what we mean by our comments, they are examples and not complete lists.  If our comments are applicab le to portions of the
filing that we have not cited as examples , or if our comments  relating to the proxy

Jack B. Lay
Reinsurance Group of America, Incorporated
July 2, 2008 Page 2
statement/prospectus are applicable to the exchange offer prospectus, please make the appropriate changes to all applicable s ections in accordance with our comments.

Proxy Statement/Prospectus

Cover page of Proxy Statement/Prospectus

3. Please revise the cover page of the proxy st atement/prospectus and the exchange offer
prospectus to disclose that the recapitalizat ion and exchange offer will not be consummated
unless at least 90% of the RGA class B common stock held by Me tLife is distributed in the
exchange offer.
 4. Please revise the cover page of  the proxy statement/prospectus to  disclose the page number
of the “Risk Factors” section.
 Questions and Answers about the RGA Special Meeting, page Proxy-1

 Q:  What is happening in th is transaction?, page Proxy-1

5. If true, please clarify here and elsewhere in  the proxy statement/prospectus, as it may be
appropriate, that in the recap italization each one share of RGA common stock will be
reclassified into one share of RGA class A common stock.  Also, please clarify, if true, that each one share of RGA class A common stock held by MetLife, other than the recently
acquired stock, will be reclassified into one share of RGA class B common stock.
 Q:  What RGA shareholder approvals are needed  for the divesture to occur?, page Proxy-2

6. We note that approval of the governance propos als and the Section 382 shareholder rights
plan require the affirmative vot e of the holders of a majority  of the outstanding shares of
RGA common stock present in person or by pr oxy and entitled to vote on the proposal.  We
also note that MetLife has agreed to vote its shar es in favor of the proposals.  If approval of
these proposals is assured because of MetL ife’s ownership of 52% of the RGA common
stock, then please revise the proxy statement/pro spectus to clarify th at such approval is
assured.
 Q:  What if RGA shareholde rs do not vote?, page Proxy-4

7. Please expand your disclosure to describe the effect “broker non-votes” will have on each of the proposals.

Jack B. Lay
Reinsurance Group of America, Incorporated
July 2, 2008 Page 3  Summary, page Proxy-8

 Re
capitalization  and Distribution Agreement, page Proxy-9
 Exchange Offer, page Proxy-10

8. We note your disclosure that “MetLife will de termine the exchange ratio, or the method of
how the exchange ratio will be determined prio r to launching the exchange offer…”  Since
the exchange ratio will depend on the market pr ices of the MetLife and RGA shares on each
of the last two trading days pr ior to the expiration of the exchange offer, the exchange ratio
will not be known until the last day of the exchange offer.  Therefore, please revise your disclosure to refer to the discount to the market price of the RGA common stock that
MetLife will offer in the exchange offer rather th an referring to “the ex change ratio.”  Also
please disclose what that discount will be.
 9. Please expand your disclosure in the proxy statement/prospectus to provide further detail as
to how the exchange ratio will be calculated.  You should disclose how the exchange ratio
will be affected by the discount to the market price of the RGA common stock, the changing market prices of the MetLife and RGA shares during the exchange offer, and the
limit on the number of shares of RGA cl ass B common stock that tendering MetLife
stockholders can receive.  Please consider us ing one or more examples, like it was done in
the exchange offer prospectus, to clarify your disclosure.

Debt Exchanges/Subsequent Split-Offs, page Proxy-11

10. We note that RGA is contractually obligated to  enter into registration rights agreements in
the event banks participating in the debt exchanges request it.  Please revise to disclose, if
true, that RGA will be responsible for the cost  of such registration rights agreement.
 The RGA Special Meeting Proposals, page Proxy-12

 Disadvantages of the Divestiture to RGA and Its Sh areholders, page Proxy-15

11. Please revise your disclosure under this headi ng to add a second bullet point addressing the
substantial risk that the RGA class B shareholders will have the right to vote separately on a conversion of RGA class B co mmon stock into RGA class A common stock, if proposed by
the RGA board of directors, and that it is probable that such conversion would not be approved as it is not in the best inte rests of the RGA class B shareholders.
 12. You disclose that RGA may be restricted from  engaging “in certain transactions” that could
jeopardize the tax-free status of the split-off.  Please expand your disclosure to identify the
type of transactions that RGA ma y be restricted from engaging.

Jack B. Lay
Reinsurance Group of America, Incorporated
July 2, 2008 Page 4
13. You disclose that under certain  circumstances, if RGA were to  cause the divestiture to be
taxable to MetLife, RGA could be obligated to indemnify MetLife against significant tax
liabilities.  Please revise your  disclosure to identify the circumstances under which the
divestiture would be taxable to MetLife causi ng RGA to be liable under its indemnification
obligations.
 Risk Factors, page Proxy-17

14. Please expand your disclosure under this subheadi ng to describe the principal risks relating
to this transaction.
 Risk Factors, page Proxy-20

15. Please delete the statement:  “[t]he risks desc ribed below and elsewher e in this document
are not the only ones that rela te to the RGA special meeting proposals.  The risks described
below are considered to be the most materi al.  However, there may be other unknown or
unpredictable economic, business, competitive, re gulatory, geopolitical or other factors that
also could have material adverse effects on the recapitalization and on any investment in
RGA class A common stock or RGA class B common stock.”  It is not appropriate to refer
to other risks that  are not disclosed.

16. There is a substantial risk that the conversi on of the RGA class B common stock into RGA
class A common stock will not take place even if  proposed by the RGA board of directors.
Such conversion would require the approval of Cl ass B shareholders as a separate class and
it does not appear that the Cla ss B shareholders would have an  incentive to approve such
conversion. Therefore, please includ e a new risk factor relating to this risk in a separate and
appropriately captioned risk factor.

17. We note that Fitch Ratings placed the company on Rating Watch Negative after the announcement of the recapitalization and distribu tion.  Fitch Ratings also  indicated that it
expects to downgrade the company’s ratings by no more than two notches.  Please consider
the need to add an updated risk  factor relating to a possible downgrade of the ratings.
 The existence of RGA class B common stock may make RGA more susceptible to takeover or
control, page Proxy-23

18. This risk factor appears to be very similar to the risk factor app earing under the heading
“The RGA class B common stock will control the election of at least 80% of RGA’s directors…” on page Proxy-27.  Please cons ider combining the two risk factors.

Jack B. Lay
Reinsurance Group of America, Incorporated
July 2, 2008 Page 5  The Transactions, page Proxy-31

 Background of the Disclosure, page Proxy-33

19. On page Proxy-35 you disclose that during an October 25, 2006 meeting of the RGA special
committee, Morgan Stanley reviewed with the RGA special committee “a possible alternative transaction st ructure that would result in a single  class of stock, rather than a
dual class structure.”  Please expand your disc losure to describe why the RGA special
committee did not pursue that possible alternative transaction structure.

20. You disclose that at the October 25, 2006 special committee meeting, the RGA special
committee discussed that the RGA public sh areholders may not be receiving sufficient
benefit for agreeing to reduce their voting pow er over the selection of the RGA board of
directors.  We also note that during an Ap ril 19, 2007 meeting, repres entatives of Morgan
Stanley reviewed with the RGA special comm ittee “…the possibility of seeking additional
economic value in the transaction given the ta x benefit of the transa ction to MetLife…”
Please expand your disclosure to state whether the RGA special committee sought
additional economic value in the transaction.  If it did not, please explain why.  If it did,
please expand to describe what that additi onal economic value was and whether MetLife
agreed to it.

21. We note that during the April 19, 2007 meeting, representatives of Mo rgan Stanley also
reviewed with the RGA special committ ee “potential effects on the public RGA
shareholders from any discount offered by Me tLife in the split-off.”  Please expand your
disclosure to address whether the RGA speci al committee requested any changes to the
transaction to address this concern.

22. We note your disclosure about the letter the RGA special committee sent to the third party
on March 10, 2008 and that party’s subsequent communication with MetLife on March 12, 2008.  Please expand your disclosure to indicate whether the RGA special committee further pursued a possible transaction with that third party and whether RGA has ended
negotiations with that third party.  If the RGA special committee did not further pursue the transaction or ended negotiations , please disclose the reasons why it decided not to further
pursue a possible transac tion with that third party.  We note that the preliminary price
offered by that third party represented “a subs tantial premium to the then current market
price of the RGA common stoc k” and that the recapitali zation/split-off had several
disadvantages to the public  RGA shareholders.

Jack B. Lay
Reinsurance Group of America, Incorporated
July 2, 2008 Page 6  Proposal One:  Approval of the Re
capitalization  and Distribution Agreement, page Proxy-45
 RGA’s Reasons for the Re
capitalization , page Proxy-45

23. We note your disclosure in the second bullet point on page Proxy-49 stating that “none of the three principal rating agencies that m eet with RGA on a regular basis … has advised
RGA of any expected change in the ratings…”  We also note that Fitch Ratings placed the
company on Rating Watch Negative and indicated that it expects to downgrade the company’s ratings by no more than two notches .  Please update your disclosure to reflect
Fitch’s announcement or explain why the annou ncement is not material and does not need
to be disclosed.
 Opinion of the RGA Special Committee’ s Financial Advisor, page Proxy-50

24. Please disclose whether any companies or precedent transactions meeting the selection criteria for the historical trading analysis, li quidity analysis and pr ecedent recapitalization
transaction analysis were excluded from the anal yses and, if so, the reasons for making such
exclusions.

Regression Analysis, page Proxy-54

 25. Please expand your disclosure of the regression analysis to quantify the calculations that
supported your conclusion that there was a statistically significant re lationship between the
ratio of trading price to average book value as  compared to return on average equity.
 Liquidity Analysis, page Proxy-54

26. Please expand your disclosure, preferably in tabular format, to qua ntify the data that
supports the conclusions noted in the five bullet points appearing on pages Proxy-54 and
Proxy-55.
 Precedent Re
capitalization  Transaction Analysis, page Proxy-55

27. Please clarify what you meant by the statement that “there was no conclusive evidence
indicating that the low-vote stoc k would trade at a disc ount to the high-vote stock.”  It is not
clear if you meant that you did not have enough da ta to make a determination or if it meant
that the data you had showed that there was no such discount.
 Low-Vote Stock Price Performance Analysis, page Proxy-55

28. Please expand your disclosure to provide in ta bular format the data that supports Morgan
Stanley’s conclusion.  Also, we note that Mo rgan Stanley qualified its conclusion by using
language like “there was no conclusive evid ence to suggest” and “would necessarily
negatively affect.”  Please explain why the conclusion is qualified in such way.  Did

Jack B. Lay
Reinsurance Group of America, Incorporated
July 2, 2008 Page 7
Morgan Stanley observe that the stock of the comparable companies was negatively affected as compared to the S&P 500 and a pplicable S&P industry index, but could not
conclude that the reason fo r it was the recapitalization?
 Current Dual-Class Trading Summary, page Proxy-55

29. We note the disclosure that “…the two classe s generally trade in line with each other.”
Please disclose in how many of the forty-five companies the two classes generally trade in line with each other.
 Miscellaneous, page Proxy-56

30. Please revise to quantify the portion of Morgan  Stanley’s fee that is contingent upon the
closing of the transaction.

31. You disclose that in the two years prior to the date of the fairness opinion, Morgan Stanley
and its affiliates provided fi nancing services for RGA and MetLife, and received fees for
rendering of those services.  Your disclosure does not quantify the f ees paid to Morgan
Stanley and its affiliates.  Please revise your disclosure to provide such quantification.
 Proposal Four:  Class B Potential Convers ion Following Divestiture, page Proxy-68

32. We note that converting from the dual class structure into a single class structure would
require the approval of holders of a majority of each class of RGA stock.  It is not clear
what incentive, if any, holders of RGA class B common stock will have to vote in favor of
converting into a single class structure since they would be giving up their right to elect
80%