SecProbe.io

May 7, 2012
 Via E-mail

Steven A. Kandarian Chairman of the Board, President and Chief Executive Officer MetLife, Inc. 200 Park Avenue New York, NY 10166
Re: MetLife, Inc.
 Current Report on Form 8-K
Filed December 27, 2011 File No. 001-15787

Dear Mr. Kandarian:
 We have reviewed your filing and have the following comment.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts and ci rcumstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing the information you provide in  response to our comment, we may have
additional comments.
Item 7.01

1. We note the anticipated sale of MetLif e Bank’s depository business announced on
December 27, 2011 and recent disclosures indicating that once you have completely exited the depository business, you plan to terminate MetLife Bank’ s FDIC insurance,
putting you in a position to be able to de register as a bank holding company, and, upon
completion of the foregoing, you will no longer be regulated as a bank holding company or subject to enhanced supe rvision and prudential standards as a bank holding company
with assets of $50 billion or more.  Given that  this chain of events, if consummated, will
allow the company to proceed with the capit al deployment plan submitted pursuant to the
Federal Reserve’s 2012 Comprehensive Capital Analysis and Review and to which the
Federal Reserve raised objections, the co mpany’s progress towards consummating the
sale of the depository business to  GE Capital Financial Inc. is material.  We also note that
during the company’s earnings call on Ma y 4, 2012, management was no longer willing
to provide guidance as to the anticipated cl osing date of this transaction which the
company had previously predicted would occu r by the end of the second quarter of 2012.
Please provide us with a copy of the defin itive agreement between MetLife Bank and GE

Steven A. Kandarian MetLife, Inc. May 7, 2012 Page 2

 Capital and advise us to what extent events  since entry into the agreement, including,
without limitation, the results of the CCAR 2012, may have inte rfered with or materially
threatened the consummation of the transaction to sell the depository business.   Further,
please specifically note any pr ovisions of the definitive ag reement that may have been
implicated or invoked by the contracting par ties in response to th e results of the CCAR
2012 or events surrounding the announcement of such results such that consummation of
the transaction on the terms set forth in the definitive agreement w ould be at risk.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Karen Ubell at (202) 551-3873 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director