SecProbe.io

June 8 , 2015

Via E -Mail
Benjamin Nixon
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019 -6099

Re: MetLife, Inc.
Schedule TO-I filed June 1 , 2015
Response letter dated June 5, 2015
File No.  5-58857

Dear Mr. Nixo n:

Thank you for providing your analysis on the applicability of Rule 13e -3 to the issuer
tender offer being conducted by MetLife Inc. pursuant to the Schedule TO and accompanying
Offer to Purchase referenced above and for speaking with me earlier today.  The staff in the
Office of Mergers and Acquisitions in the Division of Corporation Finance has conducted a
limited review of the above filing concerning the matters identified in our comment s below.
Unless otherwise noted, all defined terms used in this letter have t he same meaning as in your
offer materials.

Please respond to this letter by providing the analysis requested or by amendi ng your
filing . If you do not believe a comment applies  to your facts and circumstances or do not believe
an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th ese comment s, we may have additional commen ts.

Exhibit (a)(1)(A) - Offer to Purchase  - General

1. We note the analysis provided in your June 5, 2015 letter regarding the applicability
of Rul e 13e -3 to the issuer tender offer for the Series B Preferred Stock. As discussed
with you today, when analyzing the purpose or reasonably likely effect of an issuer
tender offer for all outstanding securities of a given class, we generally assume full
participat ion in the offer unless the offer is condition ed on the offer not having one of
the effects set forth in Rule 13e -3(a)(ii). We note that security holders are being faced
with a mandatory redemption at a lower price immediately following the expiration of
the offer  if they elect not to participate ; given this fact, we would assume it is
reasonably likely that security holders of the target class will choose to participate in

Benjamin Nixon , Esq.
Willkie Farr & Gallagher  LLP
June 8 , 2015
Page 2

 the offer . Please revise or advise.

2. With respect to the redemption of the Series B  Preferred Shares, supplementally
advise why such redemption is not subject to Rule 13e -3. We assume you are seeking
to rely on the exception in Rule 13e -3(g)(4). If so, describe the terms of the
redemption that allow you to rely on that exception. For exa mple, which features of
the redemption are fixed in the governing instruments for the Series B Preferred and
which (if any) are left to the discretion of MetLife?  If there are terms that are left to
the discretion of the Company under the governing instrum ents, how, if at all, do they
affect the price to be paid pursuant to the redemption?

3. Please provide your analysis as to the applicability of Rule 14e -5 to the redemption
for the Series B Preferred Shares.

4. We note that the offer is scheduled to expire  on June 26, 2015 and the redemption of
the Series B Preferred Shares not tendered in the offer is scheduled to occur on July 1,
2015. Please provide your analysis as to how this is appropriate under Rule 13e -
4(f)(6), which prohibits purchasers outside of the tender offer for ten business days
after the expiration of the offer.

Closing  Information

Please amend  the filing  in respons e to the  above  comment s or provide the requested
analysis promptly . We may have further comments; therefore, please allow  adequate time for
further staff review.

You should furnish a response letter keying your responses to our comment letter and
providing any supplemental information we have requested.  Please transmit the letter via
EDGAR under the label “CORRESP.”  In th e event that you believe that compliance with the
above comment s is inappropriate, provide a basis for such belief to the staff in the response
letter.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing r eviewed by the staff to be certain that they have provided all information
investors require for an informed decision.  Since the company is in possession of all facts
relating to its disclosure, it is responsible for the accuracy and adequacy of the discl osures it
has made.

 In connection with responding to our comments, please provide, in writing, a statement
from the Company  acknowledging that:

 it are responsible for the adequacy and accuracy of the disclosure in the filing;

Benjamin Nixon , Esq.
Willkie Farr & Gallagher  LLP
June 8 , 2015
Page 3

 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 u nder the federal securities laws of the United States.

       Please direct any questions about th is comment or your filing to me at 202 -551-3263.

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions