UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No.1 )*

Paula Financial
________________________________________
(Name of Issuer)

Common Stock
________________________________________
(Title of Class of Securities)

703588103
_________________________
(CUSIP Number)

July 2, 2001
________________________________________
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

	[X] Rule 13d-1(b)

	[ ] Rule 13d-1(c)

	[ ] Rule 13d-1(d)

*  The remainder of the 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 the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose 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).



1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	MetLife, Inc.
	(I.R.S. NO. 13-4075851)

2.	Check the Appropriate Box if a Member of a Group
	(a)  [   ]  Not applicable
	(b)  [   ]  Not applicable

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	A Delaware corporation

				5.	SOLE VOTING POWER
						-0-
	NUMBER OF
	SHARES			6.	SHARED VOTING POWER
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER
	PERSON WITH			-0-

				8.	SHARED DISPOSITIVE POWER
						-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				-0-

10. 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     	CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		0%

12.	TYPE OF REPORTING PERSON
	HC



1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	Metropolitan Life Insurance Company
	(I.R.S. NO. 13-5581829)

2.	Check the Appropriate Box if a Member of a Group
	(a)  [   ]  Not applicable
	(b)  [   ]  Not applicable

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	A New York corporation

				5.	SOLE VOTING POWER
						-0-
	NUMBER OF
	SHARES			6.	SHARED VOTING POWER
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER
	PERSON WITH			-0-

				8.	SHARED DISPOSITIVE POWER
						-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				-0-

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     	CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		0%

12.	TYPE OF REPORTING PERSON
	IC



1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	GenAmerica Financial Corporation
	(I.R.S. NO. 43-1779470)

2.	Check the Appropriate Box if a Member of a Group
	(a)  [   ]  Not applicable
	(b)  [   ]  Not applicable

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	A Missouri corporation

				5.	SOLE VOTING POWER
						-0-
	NUMBER OF
	SHARES			6.	SHARED VOTING POWER
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER
	PERSON WITH			-0-

				8.	SHARED DISPOSITIVE POWER
						-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				-0-

10.   	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     	CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		0%

12.	TYPE OF REPORTING PERSON
	HC, CO







1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	General American Life Insurance Company
	(I.R.S. NO. 43-0285930)

2.	Check the Appropriate Box if a Member of a Group
	(a)  [   ]  Not applicable
	(b)  [   ]  Not applicable

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	A Missouri corporation

				5.	SOLE VOTING POWER
						-0-
	NUMBER OF
	SHARES			6.	SHARED VOTING POWER
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER
	PERSON WITH			-0-

				8.	SHARED DISPOSITIVE POWER
						-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				-0-

10.   	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     	CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		0%

12.	TYPE OF REPORTING PERSON
	HC, IC, CO







1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	GenAm Holding Company
	(I.R.S. NO. 43-1872679)

2.	Check the Appropriate Box if a Member of a Group
	(a)  [   ]  Not applicable
	(b)  [   ]  Not applicable

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	A Delaware corporation

				5.	SOLE VOTING POWER
						-0-
	NUMBER OF
	SHARES			6.	SHARED VOTING POWER
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER
	PERSON WITH			-0-

				8.	SHARED DISPOSITIVE POWER
						-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				-0-

10.   	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     	CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		0%

12.	TYPE OF REPORTING PERSON
	HC, CO







1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	Metropolitan Tower Corp.
	(I.R.S. NO. 22-2094447)

2.	Check the Appropriate Box if a Member of a Group
	(a)  [   ]  Not applicable
	(b)  [   ]  Not applicable

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	A Delaware corporation

				5.	SOLE VOTING POWER
						-0-
	NUMBER OF
	SHARES			6.	SHARED VOTING POWER
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER
	PERSON WITH			-0-

				8.	SHARED DISPOSITIVE POWER
						-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				-0-

10.   	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     	CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		0%

12.	TYPE OF REPORTING PERSON
	HC







1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	MetLife CC Holding Company
	(I.R.S. NO. 13-4106332)

2.	Check the Appropriate Box if a Member of a Group
	(a)  [   ]  Not applicable
	(b)  [   ]  Not applicable

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	A Delaware corporation

				5.	SOLE VOTING POWER
						-0-
	NUMBER OF
	SHARES			6.	SHARED VOTING POWER
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING		7.	SOLE DISPOSITIVE POWER
	PERSON WITH			-0-

				8.	SHARED DISPOSITIVE POWER
						-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				-0-

10.  	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     	CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		0%

12.	TYPE OF REPORTING PERSON
	HC







Item 1
(a).  Name of Issuer
	Paula Financial

(b).  Address of Issuer's Principal Executive Offices:
	300 North Lake Avenue
	Pasadena, CA 91101

Item 2
(a).  Name of Person(s) Filing
	MetLife, Inc. ("MetLife")
	By: Gwenn L. Carr, Vice-President and Secretary

	Metropolitan Life Insurance Company ("MLIC")
	By: Dorothy L. Murray, Assistant Vice-President

	GenAmerica Financial Corporation ("GenAm")
	By: Matthew P. McCauley, Vice-President

	General American Life Insurance Company ("GALIC")
	By: Matthew P. McCauley, Vice-President

	GenAm Holding Company ("GHC")
	By: Matthew P. McCauley, Vice-President

	Metropolitan Tower Corp. ("MetTower")
	By: Joseph J. Massimo, Controller

	MetLife CC Holding Company ("Met CC")
	By: Hugh G. McCrory Jr., Vice-President and Secretary

(b).  Address of Principal Business Office
	For: MetLife, MLIC, MetTower and Met CC
	One Madison Avenue
	New York, New York 10010-3690

	For: GenAm, GALIC and GHC
	700 Market Street
	St. Louis, Missouri 63101

(c).  Citizenship
	MetLife, GHC, MetTower and Met CC are Delaware corporations.

	MLIC is a New York corporation.

	GenAm and GALIC are Missouri corporations.



(d).  Title of Class of Securities
	Common Stock("Common Stock")

(e).  CUSIP Number
	703588103


Item 3.  If this statement is filed pursuant to sections
         240.13d-1(b) or 240.13d-2(b) or (c), check whether
         the person filing is a:
     (a) [ ]   Broker or dealer registered under section 15 of
               the Act (15 U.S.C.78o);
     (b) [ ]   Bank as defined in section 3(a)(6) of the Act (15
               U.S.C. 78c);
     (c) [X]   Insurance company as defined in section 3(a)(19)
               of the Act (15 U.S.C. 78c);*
     (d) [ ]   Investment company registered under section 8 of
        	the Investment Company Act of 1940 (15 U.S.C.
        	80a-8);
     (e) [ ]   An investment adviser in accordance with section
        	240.13d-1(b)(1)(ii)(E);
     (f) [ ]   An employee benefit plan or endowment fund in
          	Accordance with section 240.13d-1(b)(1)(ii)(F);
     (g) [X]   A parent holding company or control person in
          	accordance with section 240.13d-1(b)(1)(ii)(G);*
     (h) [ ]   A savings association as defined in section 3(b)
               of the Federal Deposit Insurance Act (12 U.S.C.
               1813);
     (I) [ ]   A church plan that is excluded from the definition
          	of an investment company under section 3(c)(14)
          	of the Investment Company Act of 1940 (15 U.S.C.
          	80a-3); or
     (j) [ ]   Group, in accordance with section 240.13d-1(b)(1)
          	(ii)(J).

* See Item 7



Item	 4.	Ownership:

Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.

(a) Amount Beneficially Owned:
		MetLife						-0-
		MLIC						-0-
		GenAm						-0-
		GALIC						-0-
		GHC						-0-
		MetTower					-0-
		Met CC						-0-

(b) Percent of Class:
		MetLife						0%
		MLIC						0%
		GenAm						0%
		GALIC						0%
		GHC						0%
		MetTower					0%
		Met CC						0%

	(c)	Number of shares as to which such person has

		(i)	sole power to vote or to direct the
			vote:
			MetLife						-0-
			MLIC						-0-
			GenAm						-0-
			GALIC						-0-
			GHC						-0-
			MetTower					-0-
			Met CC						-0-

		(ii)	shared power to vote or to direct the
			vote:
			MetLife						-0-
			MLIC						-0-
			GenAm						-0-
			GALIC						-0-
			GHC						-0-
			MetTower					-0-
			Met CC						-0-


		(iii)sole power to dispose or to direct the
			disposition of:
			MetLife						-0-
			MLIC						-0-
			GenAm						-0-
			GALIC						-0-
			GHC						-0-
			MetTower					-0-
			Met CC						-0-

		(iv)	shared power to dispose or to direct
			the disposition of:
			MetLife						-0-
			MLIC						-0-
			GenAm						-0-
			GALIC						-0-
			GHC						-0-
			MetTower					-0-
			Met CC						-0-


Item 5.   Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following  [X].

On July 2, 2001, MetLife sold its entire interest in one of its
subsidiaries.  As a result of this sale, MetLife, MLIC, GenAm,
GALIC, GHC, MetTower, and Met CC each disposed of their entire
interest in the Common Stock.


Item 6.	Ownership of More than Five Percent on Behalf of
          Another Person: (NOT APPLICABLE.)


Item 7.	Identification and Classification of the Subsidiary
          Which Acquired the Security Being Reported on By the
          Parent Holding Company:

See Exhibit A

Item 8.	Identification and Classification of Members of the
          Group: (NOT APPLICABLE.)


Item 9.	Notice of Dissolution of Group: (NOT APPLICABLE.)


Item 10.	Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and were
held in the ordinary course of business and were not acquired and
were not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and were not held in connection with or as a
participant in any transaction having that purpose or effect.


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.


Date: 			July 24, 2001

MetLife, Inc.

By:        /S/Gwenn L. Carr
       Title: Vice-President and Secretary

Metropolitan Life Insurance Company

By:        /S/Dorothy L. Murray
       Title: Assistant Vice-President

GenAmerica Financial Corporation

By:        /S/Matthew P. McCauley
       Title: Vice-President


General American Life Insurance Company

By:        /S/Matthew P. McCauley
       Title: Vice-President


GenAm Holding Company

By:        /S/Matthew P. McCauley
       Title: Vice-President

Metropolitan Tower Corp.

By:        /S/Joseph J. Massimo
       Title: Controller

MetLife CC Holding Company

By:        /S/Hugh G. McCrory Jr.
       Title: Vice-President and Secretary



Exhibit Index
Exhibit A:	Identification and Classification of the Subsidiary
		which Acquired the Security Being Reported on by the
		Parent's Holding Company
Exhibit B:	Joint Filing Agreement under Rule 13d-1(k)(1)


Exhibit A:	Identification and Classification of the Subsidiary
		which Acquired the Security Being Reported on by the
		Parent's Holding Company

MetLife is a parent holding company that is filing this statement
pursuant to Rule 13d-1(b)(1)(ii)(G). MLIC, a wholly-owned
subsidiary of MetLife, is an insurance company as defined in
Section 3(a)(19) of the Act (15 U.S.C. 78c).

GenAm, GALIC, GHC, MetTower, and Met CC are each parent holding
companies or control persons in the holding company structure
structure and are each ultimately wholly-owned by MetLife through
MLIC.




Exhibit B:	Joint Filing Agreement under Rule 13d-1(k)(1)


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 13G (including any and all amendments
thereto) with respect to the Common Stock of Paula Financial, 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.

In evidence thereof the undersigned hereby execute this Agreement
this 24th day of July, 2001.


					MetLife, Inc.

					By: /S/Gwenn L. Carr
					Title: Vice-President and
						Secretary


					Metropolitan Life Insurance
					Company

					By: /S/Dorothy L. Murray
					Title: Assistant Vice-
  						President


					GenAmerica Financial
					Corporation

					By: /S/Matthew P. McCauley
					Title: Vice-President


					General American Life
					Insurance Company

					By: /S/Matthew P. McCauley
					Title: Vice-President


					GenAm Holding Company

					By: /S/Matthew P. McCauley
					Title: Vice-President


					Metropolitan Tower Corp.

					By: /S/Joseph J. Massimo
					Title: Controller


					MetLife CC Holding Company

					By: /S/Hugh G. McCrory Jr.
					Title: Vice-President and
					Secretary

SCHEDULE 13G		CUSIP No. 703588103
				  703588103