MetLife Insurance Co USA – ‘8-K’ for 9/29/05

On:  Wednesday, 10/5/05, at 4:12pm ET   ·   For:  9/29/05   ·   Accession #:  950123-5-11885   ·   File #:  33-03094

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     14K 
 2: EX-16.1     Letter Regarding Change in Certifying Accountant       1      7K 

8-K   —   Current Report
Document Table of Contents

8-K
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================================================================================

 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): September 29, 2005

The Travelers Insurance Company 
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Connecticut   
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)

     33-03094                                   06-0566090
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        (Commission File Number)               (IRS Employer Identification No.)

One Cityplace, Hartford, Connecticut                       06103-3415       
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(Address of Principal Executive Offices)                   (Zip Code)           

    860-308-1000
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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))                                  

================================================================================

8-K
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT                         

(a)  As a result of the acquisition on July 1, 2005 of The Travelers Insurance  
Company (the "Company") by MetLife, Inc., on September 29, 2005, the  
 Company dismissed KPMG LLP ("KPMG") as its independent auditors for all
 periods subsequent to June 30, 2005. This dismissal was approved by the
Company's Board of Directors.                                         

  KPMG's audit report on the Company's financial statements for the fiscal
   years ended December 31, 2004 and 2003 did not contain an adverse opinion
  or disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope, or accounting principles.                

   During the two most recent fiscal years and any subsequent interim period
 preceding September 29, 2005, there were no (i) disagreements with KPMG
  on any matter of accounting principles or practices, financial statement
   disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of KPMG, would have caused it to make    
   reference to the subject matter of the disagreement(s) in connection with
    its reports, and (ii) "reportable events," as defined in Item 304(a)(i)(v)
  of Regulation S-K under the Securities Exchange Act of 1934, as amended.

A letter from KPMG to the U.S. Securities and Exchange Commission is  
attached as Exhibit 16.1 to this Form 8-K.                            

(b)  On September 29, 2005, the Company engaged Deloitte & Touche LLP ("D&T")   
to serve as its independent auditors for all interim periods in 2005  
subsequent to June 30, 2005 and for the year ended December 31, 2005. 
   During the two most recent fiscal years and any subsequent interim period
    preceding September 29, 2005, neither the Company nor anyone on its behalf
    consulted D&T regarding either the application of accounting principles to
     a specified transaction, either completed or proposed, or the type of audit
   opinion that might be rendered on the Company's financial statements, nor
   has D&T provided to the Company a written report or oral advice regarding
such principles or audit opinion.                                     

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS                                     

(c) 16.1 Letter regarding change in certifying accountant.                      

8-K
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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.                                           

                         THE TRAVELERS INSURANCE COMPANY

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

Date: October 5, 2005                                                           

8-K
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EXHIBIT INDEX 
--------------  

Exhibit                             Exhibit                                     
Number                             ---------                                    
-------                                                                         
16.1           Letter regarding change in certifying accountant               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		12/31/05		2					10-K
Filed on:		10/5/05		3
For Period End:		9/29/05		1		2
		7/1/05		2					424B3,  8-K
		6/30/05		2					10-Q,  13F-NT,  S-2,  S-2/A
		12/31/04		2					10-K,  13F-NT,  5,  5/A
		12/31/03		2					10-K,  13F-NT,  5
									List all Filings