Date:    06/13/2000  7:28 PM

Subject: File No. S7-10-00

     
Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549-0609
     
     RE:  Comments on Proposed Rules regarding Electronic Filing by Investment
Advisers; SEC Release              IA-1862 (File No. S7-10-00)
     
Dear Mr. Katz:
     
This comment letter is submitted on behalf of Metropolitan Life Insurance 
Company ("MetLife") and MetLife Securities, Inc. ("MSI"), registered investment 
advisers under the Investment Advisers Act of 1940 and registered broker-dealers
under the Securities and Exchange Act of 1934.  MetLife and MSI applaud the 
Securities and Exchange Commission's ("SEC") efforts in developing an electronic
filing system for investment advisers.  This electronic system, if devised 
correctly, should help reduce the administrative burden on our organization, 
while providing our clients with easier access to important information.  As a 
dual registrant, we are particularly pleased with the proposal to link Form ADV 
to Form BD and hope that this initiative will be explored and implemented to its
maximum potential.  A regulatory system should strive to be devoid of 
duplication whenever possible.
     
While many of the SEC's proposals will ease our administrative burdens, some 
unfortunately will greatly increase our responsibilities.  It is our belief that
reasonable alternatives are available in such situations which will meet the 
SEC's concerns, while not imposing such huge responsibilities and costs on our 
organization.  Rather than going through each item point by point, we thought it
most useful to just discuss the issue that is most important to us.  We are 
aware that other industry organizations such as the Securities Industry 
Association (of which MetLife Securities is a member) and the Investment Company
Institute are filing comments as well.  We have read drafts of some of these 
filings and are confident that many of our concerns are addressed in these 
letters.  Therefore, we will only discuss the issue which concerns us the most 
-- the Proposed Brochure Supplement (Part 2B).
     
As you know, the SEC's proposal includes a requirement that investment advisers 
prepare, maintain and deliver to clients, a brochure supplement containing 
detailed information for every supervised person who formulates or regularly 
communicates investment advice to clients.  This brochure must be delivered at 
the start of the advisory relationship, whenever information in the brochure 
becomes materially inaccurate, and annually if the clients requests.   Producing
and updating these brochures, and monitoring compliance  with this requirement 
would be an enormous task both administratively and financially.   While the 
SEC's intent is undoubtedly a good one, the costs and burdens it would impose on
MetLife, MSI, and other investment advisers would be tremendous.  These costs 
almost certainly will be passed on to our advisory clients. While we agree with 
other commenters that for a variety of reasons this requirement is altogether 
unnecessary, it is particularly unjustified in our particular situation.
     
For investment advisers such as MetLife and MSI who are dual registrants, 
information regarding all of our investment adviser representatives are 
currently available to the public through the NASD's public disclosure program. 
As you know, the NASD spent an enormous amount of time and money to develop this
program.  Additionally, MetLife and MSI already spend a significant amount of 
money and resources to comply with the NASD's requirements associated with it. 
This is a perfect opportunity to utilize a system that the industry has already 
developed, rather than impose duplicative, costly and burdensome requirements 
that many clients may not desire.
     
Instead of imposing more costs and burdens on dual registrants, the SEC could 
simply choose to utilize the NASD's existing public disclosure program.  In lieu
of providing clients with a brochure supplement, investment advisers could 
provide clients with instructions in their firm brochure on how a client may 
obtain information concerning his/her investment adviser representative. 
Specifically, the firm brochure could contain the NASD's public disclosure 
program phone number, address and web site.  The brochure could also provide the
client with a firm contact from which the client could also obtain such 
information.
     
Generally, we believe this proposal is a major step forward in streamlining the 
process for investment adviser registration.  If the brochure supplement 
proposal is eliminated or significantly modified, this new electronic system 
will be good for the public, the regulators and the investment advisory firms. 
We appreciate the time and effort the SEC has put into developing this system 
and believe that it will ultimately be a positive reflection on our industry.
     
If you have any questions regarding this comment letter, please contact me at 
(212) 578-0594.
     
     
Marc A. Cohn
Assistant Compliance Director
Metropolitan Life Insurance Company