SecProbe.io

Mail Stop 6010
  August 21, 2007

C. Robert Henrikson
Chief Executive Officer MetLife, Inc. 200 Park Avenue New York, New York 10166
Re: MetLife, Inc.  Definitive Proxy Statement
Filed March 26, 2007
 File No. 001-015787
 Dear Mr. Henrikson:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone  number listed at the end of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.   If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

MetLife, Inc.
August 21, 2007 Page 2   2006 Director Compensation Table, page 22

 1. Disclose the assumptions made in the valuation of the stock awards by reference
to a discussion of those assumptions in your  financial statements , footnotes to the
financial statements or discussion in Management’s Discussion and Analysis.
Refer to the Instruction to Item 402(k) of Regulation S-K.
 Compensation Discussion and Analysis, page 29

 2. The Compensation Discussion and Analysis  should be sufficiently precise to
capture material differences in compensation policies with respect to individual named executive officers.  Refer to Section II.B.1 of Commission Release
No. 33-8732A.  In this regard, we note the significant disparity in the value of the stock and option awards to Messrs. Henr ikson and Benmosche and the non-equity
incentive plan compensation awarded to  Mr. Henrikson as compared to the
similar awards to your other named executiv e officers.  Given these disparities,
please include a more detailed discussion of how and why the compensation of your chief executive officers has materially differed from that of the other named
executive officers.  If policies or decisions applicable to a named executive officer
are materially different than those that a pply to the other officers, those policies or
decisions should be discussed on an individualized basis.
 3. We note from your disclosure under "Setting Compensation" on page 31 that you
establish specific quantitative and qualitat ive goals at the beginning of each year.
Your Compensation Discussi on and Analysis appears, however, only to discuss
the targets and goals for the elements of your compensation packages for 2006.
Please expand your Compensation Discu ssion and Analysis to include a
discussion of the goals you have set for th e current year and provide an analysis
of how such goals will affect the calculation of amounts awarded to your named executive officers under the various elem ents of your compensation program.
Refer to the text of Securities Act Release 33-8732A, marked by footnote 86.
Include in your discussion an  analysis of what growth levels in your financial and
operational metrics the goals are intended to incentivize.
 4. You disclose that in formulating its recommendations, the Compensation
Committee reviews individual performan ce for the year measured against
previously established goals.  Please  discuss how the various elements of
compensation are structured and implemented to reflect each of the named executive officer’s individual performance and contribution to the achievement of
the Company's results when determining the form and amounts of compensation to award.  You should address the nature  of the personal goals in reasonably
complete detail and describe the level of difficulty, or ease, associated with
achieving those goals.  Refer to Item  402(b)(2)(vii) of Regulation S-K.

MetLife, Inc.
August 21, 2007 Page 3    Benchmarking Compensation, page 30

 5. Given that the Compensation Committee ha s determined that Total Compensation
opportunities are competitive if  they fall between the 75
th percentile of insurance
companies in the comparator group and the 50th percentile of the entire
comparator group, please specify how each element of compensation you provide to the named executive officers relates to  the data you have analyzed from the
companies in the comparator group, and in clude a discussion of where you target
each element of compensation against th e peer companies and where actual
payments under each element of compensati on actually fell within the targeted
parameters.  To the extent actual compen sation was outside of a targeted range,
please discuss why.  Refer to Item  402(b)(2)(xiv) of Regulation S-K.
 Components of Compensati on and Benefits, page 32

 6. Please discuss and analyze how each of the various elements of compensation fit into your overall compensation objectives and affect decisions regarding other elements under your compensation program.  See Item 402(b)(1)(vi) of Regulation S-K.
 Annual Incentive Awards, page 32

 7. Your disclosure indicates that the bon us payments under the Annual Variable
Incentive Plan are based on company, bus iness unit and individual performance
and that the maximum dollar amount avai lable under the AVIP awards is based
on a formula that consists of two perfor mance measures:  operating earnings and
return on equity.  Similarly, we note th at the performance share units become
payable in shares of your common st ock depending on whether "specified
performance goals" are met.  Your Compensation Discussion and Analysis,
however, does not provide ade quate discussion and analysis  of the quantitative or
qualitative aspects of the goals to be ach ieved in order for your executive officers
to earn the incentive compensation indica ted.  Please disclose the specific
quantitative and qualitative aspects of the performance objectives used to
determine incentive amounts.  Include in  your analysis a discussion of how the
specific levels were determined and what levels of performance such levels were
intended to incentivize.  See Item 402(b)(2 )(v) and Instru ction 2 to Item 402(b).
To the extent you believe that disclosure of the information would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402(b), please provide us with a detailed explana tion supporting your
conclusion.  To the extent that it is appropriate to omit specific targets or
performance objectives, you are required to provide appropriate disclosure
pursuant to Instruction 4 to Item 402(b)  of Regulation S-K.  Refer also to

MetLife, Inc.
August 21, 2007 Page 4
Question 3.04 of the Item 402 of Regulation S-K Interp retations available on our
website at www.sec.gov
.  In discussing how difficult or likely it will be for the
registrant to achieve the targ et levels or other factors,  you should provide as much
detail as necessary without disclosing information that poses a reasonable risk of competitive harm.
 8. We note minimal analysis of how the actual payouts under th e Annual Variable
Incentive Plan were determined.  In th is regard, we note your disclosure that
company, business unit and individual pe rformance goals are assessed by the
Compensation Committee in awarding this  form of compensation, however, we
would expect to see disclosure that  not only sets forth the amount of
compensation awarded under the Annual Variable Incentive Plan to each named executive officer but also substantive an alysis and insight in to how these amounts
were determined.  In describing the amounts awarded under the Annual Variable
Incentive Plan, consider providing an example illustrating how you derived an
officer’s actual incentive award payout gi ven the level of achievement of each of
the company, business unit and indivi dual performance goals.  You should
provide a complete analysis of the specific factors considered by the Committee in ultimately approving particular pieces of each named executive officer's compensation package and describe the reasons why the Committee believes that
the amounts paid to each named executive o fficer are appropriate in light of the
various items it considered in ma king specific compensation decisions.

Non-Qualified Deferred Compensation, page 52

 9. The disclosure in the footnot es to your table should be expanded consistent with
the Instruction to Item 402(i)(2) of Re gulation S-K, which requires quantification
of the amounts reported in the earnings column that is reported as compensation
in the last completed fiscal year in your Summary Compensation Table.
 Termination with Severance Pay (Change-in-Control), page 57

 10. You disclose that the payment of salary and bonus is three ti mes the sum of the
executive's annual rate of pay plus the average of the executive's AVIP awards for the three fiscal years prior to the cha nge-in-control, and that the executive's
benefits continue for a three year period.  Please discuss and analyze how these terms and periods were negotiated and how and why the specified terms and
periods were agreed to by the company.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

MetLife, Inc. August 21, 2007 Page 5
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3635 with any questions.

Sincerely,    Tim Buchmiller Senior Attorney