SecProbe.io

Mail Stop 4546
June 13 , 201 7

Anant Bhalla
Chief Financial  Officer
Brighthouse Financial, Inc .
Gragg Building
11225 North Community House Road
Charlotte, NC 28277

Re: Brighthouse  Financial , Inc.
  Amendment No. 3  to Form  10-12B
Filed  June 2 , 2017
  File No.  001-37905

Dear Mr. Bhalla :

We have reviewed your amended filing an d have the following comments.  In some of
our comments, we may ask you to provide us with information so we  may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and ci rcumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.   Unless we note otherwise, our references to prior
comments are to comments in  our May 15, 2017  letter .

Exhibit 99.1 – Information Statement

Forward -Looking Statements

1. Please note that the safe harbor for forward -looking statements provided by the Private
Securities Litigation Reform Act of 1995 (PSLRA) applies to issuers that ar e subject to
the reporting requirements of section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 at the time the statements are made.  P lease revise to remove the implication
that the statements in both letters to shareholders are within the protection of the PSLRA
or tell us why you believe that the safe harbor is available to you .

Anant Bhalla
Brighthouse Financial , Inc.
June 13 , 201 7
Page 2

 MetLife U.S. Retail Separation Business

Notes to Combined Financial Statements

1. Business, Basis of Presentation and Summary of Significant Accounting Policies

Stock -Based Compensation, page F -32

2. We note your response to revised comment 6, as provided to you by the staff on a call on
May 23, 2017, and the revised disclosures in the filing.   Regarding stock -compensation
expense, please tell us the expected impact on your financial statements upon the
separation and, if material, quantify in the notes to the pro forma information and
elsewhere as appropriate pursuant to Rule 11 -02(b)(5) of Regulation S -X.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact  Bonnie Bayne s at (202) 551 -4924  or Sharon Blume  at (202) 551 -3474
if you have questions regarding comments on the financial statements and related matters.
Please contact Ada D. Sarmento  at (202) 551 -3798 or me at (202) 551 -3675  with any other
questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Benjamin Nixon
 Willkie Farr & Gallagher LLP