SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 16)^*

Reinsurance Group of America, Incorporated

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

759351406
(CUSIP Number)

Gwenn L. Carr
MetLife, Inc.
1 MetLife Plaza
27-01 Queens Plaza North
Long Island City, New York 11101
(212) 578-2211

November 4, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

  * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 759351406  SCHEDULE 13D (Page 2   of  8 )

1	NAMES OF REPORTING PERSONS MetLife, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			None
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,000,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			None
WITH		10	SHARED DISPOSITIVE POWER
			3,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.9%*
14	TYPE OF REPORTING PERSON
	HC

* This percentage assumes that 43,315,776 shares of RGA class A common stock are issued and outstanding immediately following the Offering, as described in Item 4 of this Schedule 13D Statement. As reported in the Proxy Statement furnished to RGA shareholders in connection with the special meeting of RGA shareholders, scheduled to be held on November 25, 2008, there were 33,080,776 shares of RGA class A common stock issued and outstanding as of October 17, 2008. Following the completion of the Offering on November 4, 2008, an additional 10,235,000 shares of RGA class A common stock were issued and outstanding.

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CUSIP No. 759351406  SCHEDULE 13D (Page 3  of  8 ) 

1	NAMES OF REPORTING PERSONS Metropolitan Life Insurance Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
		7	SOLE VOTING POWER
NUMBER OF			None
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,000,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			None
WITH		10	SHARED DISPOSITIVE POWER
			3,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.9%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IC

* This percentage assumes that 43,315,776 shares of RGA class A common stock are issued and outstanding immediately following the Offering, as described in Item 4 of this Schedule 13D Statement. As reported in the Proxy Statement furnished to RGA shareholders in connection with the special meeting of RGA shareholders, scheduled to be held on November 25, 2008, there were 33,080,776 shares of RGA class A common stock issued and outstanding as of October 17, 2008. Following the completion of the Offering on November 4, 2008, an additional 10,235,000 shares of RGA class A common stock were issued and outstanding.

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CUSIP No. 759351406  SCHEDULE 13D (Page 4  of  8 ) 

1	NAMES OF REPORTING PERSONS GenAmerica Financial, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			None
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,000,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			None
WITH		10	SHARED DISPOSITIVE POWER
			3,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.9%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, CO

* This percentage assumes that 43,315,776 shares of RGA class A common stock are issued and outstanding immediately following the Offering, as described in Item 4 of this Schedule 13D Statement. As reported in the Proxy Statement furnished to RGA shareholders in connection with the special meeting of RGA shareholders, scheduled to be held on November 25, 2008, there were 33,080,776 shares of RGA class A common stock issued and outstanding as of October 17, 2008. Following the completion of the Offering on November 4, 2008, an additional 10,235,000 shares of RGA class A common stock were issued and outstanding.

4

CUSIP No. 759351406  SCHEDULE 13D (Page 5  of  8 )

1	NAMES OF REPORTING PERSONS General American Life Insurance Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Missouri
		7	SOLE VOTING POWER
NUMBER OF			None
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,000,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			None
WITH		10	SHARED DISPOSITIVE POWER
			3,000,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,000,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.9%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IC

* This percentage assumes that 43,315,776 shares of RGA class A common stock are issued and outstanding immediately following the Offering, as described in Item 4 of this Schedule 13D Statement. As reported in the Proxy Statement furnished to RGA shareholders in connection with the special meeting of RGA shareholders, scheduled to be held on November 25, 2008, there were 33,080,776 shares of RGA class A common stock issued and outstanding as of October 17, 2008. Following the completion of the Offering on November 4, 2008, an additional 10,235,000 shares of RGA class A common stock were issued and outstanding.

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     This Amendment amends and supplements the Statement on Schedule 13D, as amended (the “Schedule 13D Statement”), relating to the shares of class A common stock, par value $0.01 per share, and related Series A-1 preferred stock purchase rights (collectively, the “RGA class A common stock”), of Reinsurance Group of America, Incorporated (“RGA” or the “Issuer”) previously filed by (i) MetLife, Inc. (“MLINC”), (ii) Metropolitan Life Insurance Company, a wholly owned subsidiary of MLINC (“MetLife”), (iii) GenAmerica Financial, LLC, a wholly owned subsidiary of MetLife (“GenAm Financial”) and (iv) General American Life Insurance Company, a wholly owned subsidiary of GenAm Financial (“GenAm Life” and collectively with MLINC, MetLife and GenAm Financial, the “Filing Parties”). This Amendment is being filed to update the Schedule 13D Statement in light of certain recent events. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D Statement.

ITEM 4. PURPOSE OF TRANSACTION.

     Item 4 is hereby amended by adding the following after the last paragraph thereof:

     “On November 4, 2008, RGA completed a public offering of 10,235,000 shares of RGA class A common stock at $33.89 per share (the “Offering”). Although the Filing Parties have not acquired or disposed of any shares of RGA class A common stock, the percentage ownership of RGA class A common stock of the Filing Parties has changed as a result of the Offering.”

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

     Item 5 is hereby amended by replacing the first sentence of the first paragraph of Item 5(a) and (b) with the following:

     "(a) and (b). As of November 4, 2008, each of the Filing Parties beneficially owned 3,000,000 shares of RGA class A common stock, which represents approximately 6.9% of the outstanding shares of RGA class A common stock and approximately 4.1% of the outstanding shares of RGA class A common stock and RGA class B common stock, taken together. The other information contained in Item 4 of this Schedule 13D Statement is incorporated herein by reference.”

     Item 5 is hereby further amended by replacing the last paragraph of Item 5(a) and (b) with the following:

     “The percentage amounts set forth in Item 5 assume that 43,315,776 shares of RGA class A common stock are issued and outstanding immediately following the Offering and that 29,243,539 shares of RGA class B common stock are issued and outstanding at the same time. As reported in the Proxy Statement furnished to RGA shareholders in connection with the special meeting of RGA shareholders, scheduled to be held on November 25, 2008, there were 33,080,776 shares of RGA class A common stock issued and outstanding and 29,243,539 shares of RGA class B common stock issued and outstanding as of October 17, 2008. Following the completion of the Offering on November 4, 2008, an additional 10,235,000 shares of RGA class A common stock were issued and outstanding.”

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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

     Item 7 is hereby amended by amending and supplementing the exhibits as follows:

Exhibit	Description of Exhibits
1	Directors and Executive Officers of the Filing Parties
9	Agreement Required for Joint Filing under Rule 13d-1(k)(1)

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 5, 2008

METLIFE, INC.
By:	/s/ Joseph J. Prochaska, Jr.
	Name:	Joseph J. Prochaska, Jr.
	Title:	Executive Vice President and Chief Accounting Officer

METROPOLITAN LIFE INSURANCE COMPANY
By:	/s/ Joseph J. Prochaska, Jr.
	Name:	Joseph J. Prochaska, Jr.
	Title:	Executive Vice President and Chief Accounting Officer

GENAMERICA FINANCIAL, LLC
By:	Metropolitan Life Insurance Company, its Manager

By:	/s/ Joseph J. Prochaska, Jr.
	Name:	Joseph J. Prochaska, Jr.
	Title:	Executive Vice President and Chief Accounting Officer

GENERAL AMERICAN LIFE INSURANCE COMPANY
By:	/s/ Joseph J. Prochaska, Jr.
	Name:	Joseph J. Prochaska, Jr.
	Title:	Executive Vice President and Chief Accounting Officer

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EX-99.1

EXHIBIT 1

Directors and Executive Officers of the Filing Parties

Set forth below is the name and present principal occupation or employment of each director and executive officer of MLINC and MetLife. MLINC is a holding company and MetLife is an insurance company. The principal business address of MLINC and MetLife is 200 Park Avenue, New York, NY 10166-0188. Unless otherwise noted, the business address of each of the directors and executive officers is c/o MetLife, Inc. Each person listed below is a citizen of the United States.

Directors

Name and Business Address	Principal Occupation or Employment
Sylvia Mathews Burwell	President of the Global Development
The Bill and Melinda Gates Foundation	Program at the Bill and Melinda Gates Foundation
1551 Eastlake Avenue East
Seattle, Washington 98102
Eduardo Castro-Wright	President and Chief Executive
Wal-Mart Stores, Inc.	Officer of Wal-Mart Stores, USA
702 Southwest 8th St.
Bentonville, AK 72716
Burton A. Dole, Jr.	Retired Chairman of Dole/Neal LLC (privately-held energy management firm), and retired Partner and Chief Executive Officer of MedSouth Therapy Associates, LLC (rehabilitative health care)
Cheryl W. Grise	Retired Executive Vice President of Northeast Utilities (public utility holding company)
C. Robert Henrikson	Chairman, President and Chief Executive Officer, MLINC and MetLife
R. Glenn Hubbard	Dean of the Graduate School of Business at Columbia University
Dean’s Office	(business school)
Columbia Business School
Uris Hall
3022 Broadway
New York, New York 10027
John M. Keane	Co-Founder and Senior Managing
2020 K Street N.W.	Director of Keane Advisors, LLC
Suite 300	(private equity investment firm)
Washington, DC 20006

9

Name and Business Address	Principal Occupation or Employment
James M. Kilts	Partner, Centerview Partners Management, LLC (financial advisory firm)
Centerview Partners Management, LLC
16 School St.
Rye, NY 10580
Hugh B. Price	Senior Fellow, Brookings Institution
Brookings Institution
1775 Massachusetts Avenue, NW
Washington, D.C. 20036
David Satcher	Director of the Satcher Health
Morehouse School of Medicine	Leadership Institute and the Center
720 Westview Drive SW	of Excellence on Health Disparities
Atlanta, Georgia 30310-1495	at the Morehouse School of Medicine
Kenton J. Sicchitano	Retired Global Managing Partner of PricewaterhouseCoopers, LLP (assurance, tax and advisory services)
William C. Steere, Jr. Pfizer Inc. 235 East 42nd Street, 22nd Floor New York, New York 10017	Director and Retired Chairman of the Board and Chief Executive Officer of Pfizer Inc.
Lulu C. Wang	Chief Executive Officer of Tupelo Capital Management, LLC
Tupelo Capital Management LLC
12 E. 49th St.
New York, NY 10017

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Executive Officers (who are not directors)

Name	Principal Occupation or Employment
Ruth A. Fattori	Executive Vice President and Chief Administrative Officer, MLINC and MetLife
Steven A. Kandarian	Executive Vice President and Chief Investment Officer, MLINC and MetLife
James L. Lipscomb	Executive Vice President and General Counsel, MLINC and MetLife
Maria R. Morris	Executive Vice President, Technology and Operations, MLINC and MetLife
William J. Mullaney	President, Institutional Business, MLINC and MetLife
William J. Toppeta	President, International, MLINC and MetLife
Lisa M. Weber	President, Individual Business, MLINC and MetLife
William J. Wheeler	Executive Vice President and Chief Financial Officer, MLINC and MetLife

GenAm Financial is a holding company. The principal business address of GenAm Financial is One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, New York 11101. GenAm Financial is a limited liability company with MetLife serving as its Manager. The directors and executive officers of MetLife are listed above.

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Set forth below is the name and present principal occupation or employment of each director and executive officer of GenAm Life. GenAm Life is an insurance company. The principal business address of GenAm Life is 13045 Tesson Ferry Road, St. Louis, Missouri 63128. Unless otherwise noted, the business address for each of the directors and executive officers is c/o MetLife, Inc. Each person listed below is a citizen of the United States.

Name and Business Address	Principal Occupation or Employment
Michael K. Farrell	Executive Vice President, MetLife; Director,
10 Park Avenue	GenAm Life
Morristown, New Jersey 07962
Ruth A. Fattori	Executive Vice President and Chief Administrative Officer, MLINC and MetLife; Director, GenAm Life
James L. Lipscomb	Executive Vice President and General Counsel, MLINC and MetLife; Director, GenAm Life
William J. Mullaney	President, Institutional Business, MLINC and MetLife; Director, GenAm Life
Joseph J. Prochaska, Jr.	Executive Vice President and Chief Accounting Officer, MLINC, MetLife and GenAm Life
Eric T. Steigerwalt	Senior Vice President and Treasurer, MLINC, MetLife and GenAm Life; Director, GenAm Life
Stanley J. Talbi	Executive Vice President, MetLife; Director, GenAm Life
Michael J. Vietri	Executive Vice President, MetLife; Director, GenAm Life
Lisa M. Weber	President, Individual Business, MLINC and MetLife; Chairman of the Board, President, Chief Executive Officer and Director, GenAm Life
William J. Wheeler	Executive Vice President and Chief Financial Officer, MLINC and MetLife; Director, GenAm Life

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EX-99.9

EXHIBIT 9

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the Securities Exchange Act of 1934, the persons or entities below agree to the joint filing on behalf of each of them of the Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Reinsurance Group of America, Incorporated, and agree that such statement is, and any amendments thereto filed by any of them will be, filed on behalf of each of them, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

Dated: November 5, 2008

METLIFE, INC.
By:	/s/ Joseph J. Prochaska, Jr.
	Name:	Joseph J. Prochaska, Jr.
	Title:	Executive Vice President and Chief Accounting Officer
METROPOLITAN LIFE INSURANCE COMPANY
By:	/s/ Joseph J. Prochaska, Jr.
	Name:	Joseph J. Prochaska, Jr.
	Title:	Executive Vice President and Chief Accounting Officer
GENAMERICA FINANCIAL, LLC
By:	Metropolitan Life Insurance Company, its Manager
By:	/s/ Joseph J. Prochaska, Jr.
	Name:	Joseph J. Prochaska, Jr.
	Title:	Executive Vice President and Chief Accounting Officer
GENERAL AMERICAN LIFE INSURANCE COMPANY
By:	/s/ Joseph J. Prochaska, Jr.
	Name:	Joseph J. Prochaska, Jr.
	Title:	Executive Vice President and Chief Accounting Officer

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