SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 0610     April 16, 2009

 Mr. C. Robert Henrikson Chairman, President and Chief Executive Officer MetLife, Inc. 200 Park Avenue New York, New York 10166-0188  Re: MetLife, Inc.  Form 10-K for the fiscal year ended December 31, 2008
 Definitive Proxy statement filed March 31, 2009  File No. 001-15787  Dear Mr. Henrikson:
We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment asks you to revise disclosure, the information you provide should show us what the revised disclosure  will look like prior to amending your Form
10-K.  If you do not believe that revised disc losure is necessary, pl ease explain the reason
in your response.  After re viewing the information provi ded, we may raise additional
comments and/or request that you further amend your filing.   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 filing.  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 us at the telephone numbers listed at the end of this letter.

Compensation Discussion and Analysis

1. We note your statement on page 44 that  at the beginning of 2008, the Chief
Executive Officer and the Compensation Committee established goals and
objectives that were desi gned to drive company performance.  We note the
general description of th ese goals on page 48.  The key financial goals are
described as “Operating Earnings, Earnings  per Share, and Return on Equity.”
You have also disclosed the actual results of th ese measures for 2007 and 2008
but have not described the specific goals.  It  is not sufficient to state that the goals
were achieved without saying more specifi cally what these goals were.  Please

Mr. C. Robert Henrikson
MetLife, Inc. April 16, 2009 Page 2

revise to provide a more complete descrip tion of these goals.  To the extent that
the goals were quantified, your desc ription should also be quantified.

Additionally, we note that your 2007 proxy statement disclosed that you
established several threshol d levels of operating earni ngs and return on equity.
For each level an additional percentage of that level was added to the Maximum Amount of AVIP awards and the Ma ximum Amount increased with each
successively higher level of operating earnings and return on equity that you achieve.  Does your Annual Variable Awards Plan still work the same way?  If it
does, please disclose the threshold leve ls and explain how much the Maximum
Amount increases.

 2.
We also note you have described your non-financial goals in ge neric terms.  For
example, the goals include strategic gr owth initiatives, financial and risk
management, etc.  Were the goals that the Chief Executive Officer and
Compensation Committee more specifically de fined?  To the extent they were
more specifically defined and/or quantif ied, please provide the more specific
description of each goal and disclose a ny applicable thresholds or quantified
targets.
 3.
Given that 90% of your CEO’s compensati on is variable and 78% of all other
Executive Group Members’ compensation is  variable, please provide further
discussion of the analysis performed by your Compensation Committee in
determining the variable components awar ded to each Named Executive Officer.
We note the discussion of goals and achievements for each executive on pages 48 and 49 but the disclosure does not provide clearly defined goals.  Therefore, the
identified accomplishments do not provide  an understanding of the extent to
which all goals were accomplished, goals  were exceeded or goals were not
accomplished.

* * * * *

 Please provide us the information request ed within 10 business days of the date
of this letter or tell us when you will provide a respons e prior to the expiration of the 10-
day period.  Please furnish a letter with your responses that keys your responses to our
comments.  Detailed cover letters greatly f acilitate our review.  You should furnish the
letter on EDGAR under the form type label CORRESP.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that th e filing includes all info rmation required under

Mr. C. Robert Henrikson
MetLife, Inc. April 16, 2009 Page 3  the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our co mments, please provide, in your letter, 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 disclosure  in response to staff comments do not
foreclose the Commission from taking any 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 person under the federal secu rities 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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact John L. Krug, Senior  Counsel, at (202) 551-3862, Suzanne
Hayes, Legal Branch Chief, at (202) 551- 3675, or me at (202) 551-3715 if you have any
questions.
Sincerely,   Jeffrey Riedler Assistant Director