8-K

                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): March 20, 2006

                                  METLIFE, INC.
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        (Exact Name of Registrant as Specified in Its Charter)

         Delaware                  1-15787                     13-4075851
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(State or Other Jurisdiction      (Commission                  (IRS Employer
      of Incorporation)           File Number)               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 5.03  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
            CHANGES IN FISCAL YEAR.

     Effective March 20, 2006, MetLife, Inc. (the "Company") amended Section
2.03 of its Amended and Restated  By-Laws to add a new subsection (b) on
majority voting in director elections. Section 2.03(b) provides that in an
uncontested election of Directors, any incumbent Director who receives a greater
number of votes "withheld" from his or her election than votes "for" his or her
election will be required to promptly tender his or her resignation. The
Governance Committee of the Board will recommend to the Board whether to accept
the resignation and the Board will decide whether to accept the resignation
within 90 days following certification of the shareholder vote. The Board's
decision, and, if applicable, the reasons for rejecting the resignation, will be
disclosed in a Report on Form 8-K filed with the Securities and Exchange
Commission. The provisions of Section 2.03(b) have been and remain in the
Company's Corporate Governance Guidelines. In addition, the Company amended
Section 2.11 of the Amended and Restated By-Laws to conform the provisions
regarding Director resignations contained in such section to Section 2.03(b).
The foregoing description of Sections 2.03(b) and 2.11 is not complete and is
qualified in its entirety by reference to the text of such sections filed as
Exhibit 3.1 hereto, which is incorporated by reference into this Item 5.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

   (a)          Not applicable

   (b)          Not applicable

   (c)          Not applicable

   (d)          Exhibits.

         3.1    Text of Amended Section's of Amended and Restated By-Laws of the
                Company, effective March 20, 2006.


                                   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: March 24, 2006



                                  EXHIBIT INDEX

 EXHIBIT
 NUMBER                                    EXHIBIT
- --------                                   -------

  3.1          Text of Amended Sections of Amended and Restated By-Laws of the
               Company, effective March 20, 2006.

EX-3.1

                TEXT OF AMENDED SECTIONS OF AMENDED AND RESTATED BYLAWS
                          OF METLIFE, INC., EFFECTIVE
                                 MARCH 20, 2006

     Section 2.03 of the MetLife, Inc. Amended and Restated By-Laws was
amended to add the following subsection (b):

     Section 2.03. Director Elections.

     (b) Majority Voting Standard in Director Elections. (i) The Company has
established a majority voting standard in uncontested elections of Directors. In
an uncontested election of Directors (i.e., an election where the only nominees
are those recommended by the Board of Directors), following certification of the
shareholder vote, any nominee for election as Director who received a greater
number of votes "withheld" from his or her election than votes "for" his or her
election shall promptly tender his or her resignation to the Chairman of the
Board. The Chairman of the Board shall inform the Chairman of the Governance
Committee of such tender of resignation, and the Governance Committee shall
promptly consider such resignation and recommend to the Board whether to accept
the tendered resignation or reject it. In deciding upon its recommendation, the
Governance Committee shall consider all relevant factors including, without
limitation, the length of service and qualifications of the Director who has
tendered his or her resignation and the Director's contributions to the
Corporation and the Board.

     (ii) The Board of Directors shall act on the Governance Committee's
recommendation no later than 90 days following certification of the shareholder
vote. The Board shall consider the factors considered by the Governance
Committee and such additional information and factors the Board deems relevant.
The Corporation shall promptly publicly disclose the Board's decision and, if
applicable, the reasons for rejecting the tendered resignation, in a Report on
Form 8-K filed with the Securities and Exchange Commission.

     (iii) If a Director's resignation is accepted by the Board, the Governance
Committee shall recommend to the Board whether to fill the vacancy created by
such resignation or to reduce the size of the Board. Any Director who tenders
his or her resignation as provided above shall not participate in the Governance
Committee's or Board's consideration of whether or not to accept his or her
tendered resignation.

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     (iv) If a majority of the members of the Governance Committee were required
to tender their resignations as described above, the Directors whom the Board
has affirmatively determined to be independent in accordance with applicable
stock exchange listing standards and who were not required to tender their
resignations shall appoint a special committee of the Board to consider the
tendered resignations and whether to accept or reject them.

     (v) This provision shall be summarized or set forth in its entirety in each
proxy statement relating to an election of Directors of the Corporation.


     Section 2.11 of the MetLife, Inc. Amended and Restated By-Laws was amended
to read in its entirety as follows:

     Section 2.11. Resignations. Any Director may resign at any time by
delivering a written notice of resignation, signed by such Director, to the
Chairman or the Secretary. Unless otherwise specified in such notice, and
subject to Section 2.03(b) of these By-Laws, such resignation shall take effect
upon delivery.



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