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)  December 14, 2004

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

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

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


      200 Park Avenue, New York, New York                      10166-0188
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   (Address of Principal Executive Offices)                    (Zip Code)

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

                                       N/A
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          (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 December 14, 2004, the MetLife, Inc. board of directors (the "Board")
approved the MetLife Leadership Deferred Compensation Plan (the "Leadership
Plan"). The Leadership Plan allows officers and certain other employees of
MetLife, Inc. affiliates to defer the receipt of salary, annual incentive
compensation, and long-term incentive compensation payable in cash on and after
January 1, 2005, and to defer the receipt of long-term incentive compensation
payable in shares of MetLife, Inc. common stock on and after April 15, 2005,
thereby deferring payment by participant of federal and most state income taxes
on those amounts. Amounts deferred, once chosen, may not be changed by a
participant, except in cases of hardship. Metlife, Inc. will match the value of
participants' deferred compensation to the same extent that such compensation
would have been matched under applicable savings and investment plans had it not
been deferred under the Leadership Plan. Interest or simulated investment
returns on deferred compensation is not determined on an above-market basis. The
Leadership Plan is intended to comply with Section 409A of the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"). Amounts deferred under
the Leadership Plan are unsecured obligations of MetLife, Inc.

     On December 14, 2004, the Board also approved the MetLife Non-Management
Director Deferred Compensation Plan (the "Directors' Plan"). The Directors' Plan
allows directors, other than those who are employees of MetLife, Inc. or its
affiliates, to defer the receipt of director fees, including compensation
payable in shares of MetLife, Inc. common stock, payable on and after January 1,
2005, thereby deferring payment by the participant of federal and most state
income taxes on those amounts. Amounts deferred, once chosen, may not be changed
by a participant except in cases of hardship. Interest or simulated investment
returns on deferred compensation is not determined on an above-market basis. The
Directors' Plan is intended to comply with Section 409A of the Internal Revenue
Code. Amounts deferred under the Directors' Plan are unsecured obligations of
MetLife, Inc.

     On December 14, 2004, the Board also adopted a performance measure, from a
selection of performance measures provided under Article 5 of the MetLife Annual
Variable Incentive Plan ("AVIP"), which will govern the eligibility for awards
under the AVIP of the Chief Executive Officer and each of MetLife, Inc.'s other
officers subject to the reporting requirements of Section 16 of the Securities
Exchange Act of 1934, as amended (the "Section 16 Officers"). The Board
selected as the performance measure for awards under the AVIP, MetLife, Inc.'s
net income excluding after-tax net investment gains  and losses,excluding
settlement payments on derivative instruments not  qualifying for hedge
accounting treatment, and the cumulative effect of a  change in accounting,
determined according to generally accepted accounting  principles, subject to
the maximum award limit under the AVIP. The Compensation Committee of  the
Board retains the discretion to reduce the AVIP awards for the Chief  Executive
Officer and Section 16 Officers below the amount determined pursuant to the
selected performance measure.

Item 8.01 Other Events.

     On December 17, 2004, MetLife, Inc. issued a press release regarding an
inquiry by the Securities and Exchange Commission at its subsidiary, New
England Life Insurance Company. 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) 99.1 Press release of MetLife, Inc. dated December 17, 2004 regarding
an inquiry by the Securities and Exchange Commission at its subsidiary, New
England Life Insurance Company.



                                   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: December 20, 2004







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

Exhibit
Number           Exhibit
- -------          -------
99.1             Press release of MetLife, Inc. dated December 17, 2004
                 regarding an inquiry by the Securities and Exchange Commission
                 at its subsidiary, New England Life Insurance Company.

EX-99.1

                                                                    Exhibit 99.1

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

           For Investors:  Tracey Dedrick
                           (212) 578-5140


                SEC INQUIRY AT NEW ENGLAND LIFE INSURANCE COMPANY

NEW YORK, December 17, 2004 - MetLife, Inc. (NYSE: MET) announced today that its
subsidiary, New England Life Insurance Company (NELICO), received a Wells Notice
in connection with a previously disclosed SEC investigation regarding a $31
million after-tax charge taken in the 2nd Quarter of 2003 resulting from certain
improperly deferred expenses at NELICO. The Wells Notice provides notice that
the SEC staff is considering recommending that the SEC bring a civil action
alleging violations of the U.S. securities laws. Under the SEC procedures, a
recipient can respond to the SEC staff before the staff makes a formal
recommendation regarding whether any action alleging violations of the U.S.
securities laws should be considered. MetLife continues to cooperate fully with
the SEC in its investigation.

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.