8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported)  September 28, 2004

                                  MetLife, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

            1-15787                                      13-4075851
- --------------------------------------------------------------------------------
    (Commission File Number)                   (IRS Employer Identification No.)


      200 Park Avenue, New York, New York                         10166
- --------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                    (Zip Code)

                                  212-578-2211
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              (Registrant's Telephone Number, Including Area Code)

                                       N/A
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





Item 1.01 Entry into a Material Definitive Agreement.

On September 28, 2004, the Board of Directors of MetLife, Inc. (the "Company"),
approved the terms of an Agreement, Waiver and General Release (the "Agreement")
between Stewart G. Nagler and MetLife Group, Inc., a wholly-owned subsidiary of
the Company, regarding the cessation of Mr. Nagler's employment.

Mr. Nagler has been Vice Chairman of the Board of the Company since September
1999, and Vice Chairman of the Board of Metropolitan Life Insurance Company, a
wholly-owned subsidiary of the Company, since July 1998. Pursuant to the
Agreement, Mr. Nagler's employment and his directorships with such entities have
been terminated effective August 31, 2004.

Under the Agreement, the Board of the Company will recommend that Mr. Nagler
receive a lump sum payment of $800,000 under the Company's Annual Variable
Incentive Plan ("AVIP"), which would be paid at the next time payments are made
to all other participants in the AVIP. The Agreement also provides for (i) a
lump sum payment of $223,334 and (ii) an enhancement to his total pension
benefit aggregating approximately $243,000, resulting from calculating such
benefit as if he had reached age 62 at the time of retirement rather than his
actual age at the time of retirement, age 61 and 7 months, both amounts payable
shortly after the date the Board approved the Agreement.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

     (b)  The text of Item 1.01 of this Current Report on Form 8-K is
          incorporated in its entirety into this Item 5.02 by reference thereto.

Item 8.01 Other Events.

On September 28, 2004, MetLife, Inc., a Delaware corporation, issued a press
release announcing that the Board of Directors had declared an annual dividend
for 2004 of $0.46 per common share. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.






Item 9.01 Financial Statements and Exhibits.

(a)      Not applicable

(b)      Not applicable

(c)      Exhibits.

         99.1     Press release of MetLife, Inc., dated September 28, 2004,
                  announcing the declaration of the annual dividend on its
                  common stock.





                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                METLIFE, INC.

                                By:   /s/ Gwenn L. Carr
                                      ------------------------------------------
                                      Name: Gwenn L. Carr
                                      Title: Senior Vice-President and Secretary

Date: September 30, 2004






                                  EXHIBIT INDEX
                                  -------------


Exhibit
Number        Exhibit
- -------       -------

99.1          Press release of MetLife, Inc., dated September 28, 2004,
              announcing the declaration of the annual dividend on its common
              stock.

EX-99.1

METLIFE                                                    NEWS
                                                           FOR IMMEDIATE RELEASE
PUBLIC RELATIONS
Metlife, Inc.
1 Metlife Plaza
27-01 Queens Plaza North
Long Island City, NY  11101




Contacts:         For Media:        John Calagna
                                    (212) 578-6252

                  For Investors:    Tracey Dedrick
                                    (212) 578-5140


                METLIFE DECLARES ANNUAL DIVIDEND ON COMMON STOCK

NEW YORK, September 28, 2004 - The board of directors of MetLife, Inc. (NYSE:
MET) today declared an annual dividend for 2004 of $0.46 per common share
payable on December 13, 2004 to shareholders of record as of November 5, 2004.
This year's annual dividend is a 100% increase from the 2003 annual dividend of
$0.23 per common share.

"We are pleased to announce this sizable increase in our 2004 annual dividend,"
said Robert H. Benmosche, chairman and chief executive officer of MetLife, Inc.
"As we continue to focus on generating positive results through top-line growth
across our businesses, we are also committed to leveraging MetLife's financial
strength and delivering value for all of our shareholders."

The company today also reaffirmed its previously announced 2004 operating
earnings guidance.

MetLife, Inc., through its subsidiaries and affiliates, is a leading provider of
insurance and other financial services to individual and institutional
customers. The MetLife companies serve individuals in approximately 13 million
households in the U.S. and provide benefits to 37 million employees and family
members through their plan sponsors. Outside the U.S., the MetLife companies
serve approximately 8 million customers through direct insurance operations in
Argentina, Brazil, Chile, China, Hong Kong, India, Indonesia, Mexico, South
Korea, Taiwan and Uruguay. For more information about MetLife, please visit the
company's Web site at www.metlife.com.

                                      # # #

This release contains statements which constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to trends in the company's operations and
financial results and the business and the products of the company and its
subsidiaries, as well as other statements including words such as "anticipate,"
"believe," "plan," "estimate," "expect," "intend" and other similar expressions.
Forward-looking statements are made based upon management's current expectations
and beliefs concerning future




developments and their potential effects on the company. Such forward-looking
statements are not guarantees of future performance.

Actual results may differ materially from those included in the forward-looking
statements as a result of risks and uncertainties including, but not limited to
the following: (i) changes in general economic conditions, including the
performance of financial markets and interest rates; (ii) heightened
competition, including with respect to pricing, entry of new competitors and the
development of new products by new and existing competitors; (iii) unanticipated
changes in industry trends; (iv) the company's primary reliance, as a holding
company, on dividends from its subsidiaries to meet debt payment obligations and
the applicable regulatory restrictions on the ability of the subsidiaries to pay
such dividends; (v) deterioration in the experience of the "closed block"
established in connection with the reorganization of Metropolitan Life Insurance
Company; (vi) catastrophe losses; (vii) adverse results or other consequences
from litigation, arbitration or regulatory investigations; (viii) regulatory,
accounting or tax changes that may affect the cost of, or demand for, the
company's products or services; (ix) downgrades in the company's and its
affiliates' claims paying ability, financial strength or credit ratings; (x)
changes in rating agency policies or practices; (xi) discrepancies between
actual claims experience and assumptions used in setting prices for the
company's products and establishing the liabilities for the company's
obligations for future policy benefits and claims; (xii) discrepancies between
actual experience and assumptions used in establishing liabilities related to
other contingencies or obligations; (xiii) the effects of business disruption or
economic contraction due to terrorism or other hostilities; (xiv) the company's
ability to identify and consummate on successful terms any future acquisitions,
and to successfully integrate acquired businesses with minimal disruption; and
(xv) other risks and uncertainties described from time to time in the company's
filings with the Securities and Exchange Commission, including its S-1 and S-3
registration statements. The company specifically disclaims any obligation to
update or revise any forward-looking statement, whether as a result of new
information, future developments or otherwise.