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Metropolitan Life Separate Account E – ‘485BPOS’ on 4/3/98

As of: Friday, 4/3/98 · Effective: 4/3/98 · Accession #: 950130-98-1736 · File #s: 2-90380, 811-04001

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/03/98  Metropolitan Life Sep Account E   485BPOS     4/03/98   12:964K                                   Donnelley R R & S… 02/FA

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Metropolitan Separate Account E                      281   1.50M 
12: EX-13.A     Powers of Attorney                                     3     11K 
 2: EX-99.3DI   Supp Service Agreements                                5     30K 
 3: EX-99.4S    Form of Endorsement                                    2     11K 
 4: EX-99.4SI   Form of Endorsement                                    2     11K 
 5: EX-99.4SII  Form of Endorsement                                    2     11K 
 6: EX-99.4SIII  Form of Endorsement                                   3     13K 
 7: EX-99.4SIV  Form of Amendment                                      3     13K 
 8: EX-99.4SV   Form of Amendment                                      3     13K 
 9: EX-99.4T    Form of Group Annuity                                 15     57K 
10: EX-99.4U    Form of Endorsement                                    1      7K 
11: EX-99.4V    Endorsements                                           2     11K

485BPOS — Metropolitan Separate Account E
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Accumulation Unit Values for Each Investment Division Administration Amendment to your IRA Contract Annuity Unit Value Appendix Are There Annual Contract Charges? Are There Any Limits on Subsequent Purchase Payments? Are There Deductions for Annuity Taxes? Are There Deductions for Annuity Taxes and When Are They Paid? Are There Special Charges That Apply If Your Retirement Plan Terminates Its Contract Or Takes Other Action? Are There Special Provisions That Apply If You Are A Participant in A Plan Subject to Erisa? Are There Special Rules Concerning the First Payment and Other Administrative Details That You Should Know? Assumed Investment Rate Calvert Social Balanced Portfolio Can Minimum Distribution Payments Be Made on A Periodic Basis? Can We Cancel Your Contract or Income Annuity? Can We Change the Provisions of Your Contract or Income Annuity? Can You Make Changes by Telephone? Can You Make Payments Directly to Other Investments on A Tax-Free Basis? Can You Make Systematic Withdrawals? Can You Make Transfers? Can You Make Transfers by Telephone? Can You Make Withdrawals and Transfers? Can You Make Withdrawals Or Transfers From The Enhanced TSA, Enhanced 403(a), Enhanced Non-Qualified, Enhanced PEDC And Enhanced IRA Preference Plus Contracts Without Early Withdrawal Charges? Can Your Voting Instructions Be Disregarded? Certain Income Annuities Death Benefit Death Benefit (except unallocated Keogh) Deductions and Charges Determining the Value of Variable Income Payments Determining the Value of Your Separate Account Investment Directors and Officers of the Depositor Disability Distribution of Certificates and Interests in the Contracts and Income Annuities Does Metlife Advertise the Performance of the Separate Account? Early Withdrawal Charge Enhanced Non-Qualified Contracts Enhanced Unallocated Keogh Contract Equity Generator Sm, The Exemptions from Early Withdrawal Charges Fidelity Financial Statements Financial Statements and Exhibits Free Corridor Free Look From Which Investment Divisions Will Withdrawals Be Made for Swip Payments? General Hardship How Are Purchase Payments Allocated? How Do Federal Income Taxes Affect Your Deferred Contract? How Do Federal Income Taxes Affect Your Income Annuity? How is an accumulation unit value calculated? How is an annuity unit value calculated? How Is A Variable Income Payment Determined and What Is the Air? How Is the Purchase Payment Allocated? How Small or Large Can Your Purchase Payment Be? Income Division Income Options Indemnification Independent Auditors Index Index of Special Terms Is There A Free Look? Janus Mid Cap Portfolio Keogh Contracts Loomis Sayles High Yield Bond Portfolio Management Services Mandated Withdrawals under Federal law May the Contracts Be Affected by Your Retirement Plan? May the Income Annuity Be Affected by Your Retirement Plan? MetLife Stock Index Portfolio Non-Qualified Non-Qualified Contracts Non-Qualified Income Annuities Number of Contractowners Nursing Home or Terminal Illness Other Expenses PEDC Contract Performance Performance Data Persons Controlled by or Under Common Control With the Depositor or Registrant Plan Termination Pre-Approved Investment Vehicles Pre-Approved Plan Provison Principal Underwriters Purchase Payments Retirement Scudder Global Equity Portfolio Section Ii: Income Annuities Described in This Prospectus Section Iii: Other Deferred Contract and Income Annuity Provisions Section Iv: Taxes Separation from Service SEP Contracts Services Simple Iras Special Tax Considerations for Non-Qualified Contract for (S)457(e)(11) Severance and Death Benefit Plans Special Tax Considerations for Non-Qualified Income Annuity for (S)457(e)(11) Severance and Death Benefit Plans State Street Research Aggressive Growth Portfolio State Street Research Diversified Portfolio State Street Research Growth Portfolio State Street Research Income Portfolio State Street Research International Stock Portfolio Systematic Termination Systematic Withdrawal Table below summarizes the Contract expenses described on the previous page for the year ending December 31, 1997, The Table of Contents Table of Contents of the Statement of Additional Information The Equity Generator Sm The table below summarizes the Contract expenses described on the previous page for the year ending December 31, 1997 Total Annual Total Annual Total Annual Examples: Total Insurance Investment- Charges Annual Expenses Charge Related Charges as of the End of Investment Option 1 Year 10 Years Transfers Transfers among investment divisions or to or from the Fixed Interest Account Transfers among investment divisions or to the Fixed Interest Account T. Rowe Price Small Cap Growth Portfolio TSA Contracts Undertakings Variable Income Payments What Administrative Details Should You Know? What Are Charges For General Administrative Expenses And The Mortality And Expense Risk And How Much Are They? What Are Income Annuities? What Are The Contracts? What Are the Investment Choices? What Are the Investment Choices and How Do We Provide Them? What Are Your Voting Rights Regarding Portfolio Shares? What Is An Accumulation Unit Value? What Is An Annuity Unit Value? What Is the Contract Fee? What Is the Death Benefit? What Is The Early Withdrawal Charge For The Enhanced TSA, Enhanced 403(a), Enhanced Non-Qualified, Enhanced PEDC and Enhanced IRA Preference Plus Contracts? What is the early withdrawal charge (sales load)? What Is the Separate Account? What Restrictions Apply to Texas Optional Retirement Program Participants? What Restrictions Apply to Tsa Contracts? What Types of Income Options Are Available? What Variable Income Types Are Available? When and to Whom Will the Death Benefit Be Paid? When Are Variable Income Payments Determined and How Often Will They Change? When Are Your Requests Effective? When Will Transfers Be Processed? When Will Withdrawals or Transfers Be Processed? Who Is Metlife? Who Sells Your Contract or Income Annuity and Do You Pay A Commission on the Purchase of Your Contract or Income Annuity? Will We Confirm Your Transactions? Will You Pay An Early Withdrawal Charge (Sales Load) When You Receive A Swip Payment? Withdrawals and Transfers Withdrawals that represent purchase payments made over seven years ago Your Investment Choices 403(a) Contracts
1	1st Page - Filing Submission
7	The table below summarizes the Contract expenses described on the previous page for the year ending December 31, 1997
"	Total Annual Total Annual Total Annual Examples: Total Insurance Investment- Charges Annual Expenses Charge Related Charges as of the End of Investment Option 1 Year 10 Years
10	The Equity Generator Sm
13	Table of Contents
14	Index of Special Terms
15	Other Expenses
17	Early Withdrawal Charge
"	Item 1 -- . Transfers among investment divisions or to or from the Fixed Interest Account
"	Item 2 -- . Withdrawals that represent purchase payments made over seven years ago
"	Item 3. Free Corridor
"	Item 4. Free Look
"	Item 5 -- . Certain Income Annuities
"	Item 6. Death Benefit
"	Item 7 -- . Mandated Withdrawals under Federal law
"	Item 9. Nursing Home or Terminal Illness
"	Item 10 -- . Amendment to your IRA Contract
18	Accumulation Unit Values for Each Investment Division
19	Financial Statements
20	Who Is Metlife?
"	What Is the Separate Account?
21	What Are The Contracts?
"	May the Contracts Be Affected by Your Retirement Plan?
"	Your Investment Choices
"	What Are the Investment Choices and How Do We Provide Them?
22	State Street Research Income Portfolio
"	State Street Research Diversified Portfolio
"	MetLife Stock Index Portfolio
"	State Street Research Growth Portfolio
"	Janus Mid Cap Portfolio
"	Loomis Sayles High Yield Bond Portfolio
"	State Street Research Aggressive Growth Portfolio
"	T. Rowe Price Small Cap Growth Portfolio
"	Scudder Global Equity Portfolio
"	State Street Research International Stock Portfolio
23	Purchase Payments
"	Are There Special Rules Concerning the First Payment and Other Administrative Details That You Should Know?
24	How Small or Large Can Your Purchase Payment Be?
"	How Are Purchase Payments Allocated?
"	Are There Any Limits on Subsequent Purchase Payments?
"	Determining the Value of Your Separate Account Investment
"	What Is An Accumulation Unit Value?
"	How is an accumulation unit value calculated?
25	Withdrawals and Transfers
"	Can You Make Withdrawals and Transfers?
"	When Will Withdrawals or Transfers Be Processed?
"	Can You Make Payments Directly to Other Investments on A Tax-Free Basis?
"	Can You Make Changes by Telephone?
"	Can You Make Systematic Withdrawals?
26	From Which Investment Divisions Will Withdrawals Be Made for Swip Payments?
"	Will You Pay An Early Withdrawal Charge (Sales Load) When You Receive A Swip Payment?
"	Can Minimum Distribution Payments Be Made on A Periodic Basis?
"	Deductions and Charges
"	Are There Annual Contract Charges?
"	Are There Deductions for Annuity Taxes and When Are They Paid?
27	What is the early withdrawal charge (sales load)?
"	Exemptions from Early Withdrawal Charges
28	What Is the Death Benefit?
"	When and to Whom Will the Death Benefit Be Paid?
29	Income Options
"	What Types of Income Options Are Available?
30	Section Ii: Income Annuities Described in This Prospectus
"	What Are Income Annuities?
"	May the Income Annuity Be Affected by Your Retirement Plan?
"	What Are the Investment Choices?
"	Administration
"	What Administrative Details Should You Know?
"	How Is the Purchase Payment Allocated?
31	Determining the Value of Variable Income Payments
"	What Is An Annuity Unit Value?
"	How is an annuity unit value calculated?
"	How Is A Variable Income Payment Determined and What Is the Air?
"	When Are Variable Income Payments Determined and How Often Will They Change?
"	Transfers
"	Can You Make Transfers?
"	When Will Transfers Be Processed?
"	Can You Make Transfers by Telephone?
32	What Is the Contract Fee?
"	Are There Deductions for Annuity Taxes?
"	What Variable Income Types Are Available?
33	Is There A Free Look?
34	Section Iii: Other Deferred Contract and Income Annuity Provisions
"	Can We Cancel Your Contract or Income Annuity?
"	Are There Special Provisions That Apply If You Are A Participant in A Plan Subject to Erisa?
"	When Are Your Requests Effective?
"	Will We Confirm Your Transactions?
"	Can We Change the Provisions of Your Contract or Income Annuity?
35	What Are Your Voting Rights Regarding Portfolio Shares?
"	Can Your Voting Instructions Be Disregarded?
36	Who Sells Your Contract or Income Annuity and Do You Pay A Commission on the Purchase of Your Contract or Income Annuity?
"	Does Metlife Advertise the Performance of the Separate Account?
38	Section Iv: Taxes
"	General
"	How Do Federal Income Taxes Affect Your Deferred Contract?
40	SEP Contracts
"	Simple Iras
"	Non-Qualified Contracts
41	How Do Federal Income Taxes Affect Your Income Annuity?
42	Non-Qualified Income Annuities
43	Table of Contents of the Statement of Additional Information
44	Appendix
"	Non-Qualified
45	Index
62	Calvert Social Balanced Portfolio
63	Item 6 -- . Death Benefit (except unallocated Keogh)
"	Item 8. Systematic Termination
"	Item 9. Disability
"	Item 10. Retirement
"	Item 11. Separation from Service
"	Item 12. Plan Termination
"	Item 13. Hardship
"	Item 14. Pre-Approved Investment Vehicles
71	What Restrictions Apply to Texas Optional Retirement Program Participants?
"	What Restrictions Apply to Tsa Contracts?
87	TSA Contracts
88	Keogh Contracts
"	PEDC Contract
89	403(a) Contracts
103	Item 1 -- . Transfers among investment divisions or to the Fixed Interest Account
104	Item 8 -- . Systematic Withdrawal
105	Income Division
127	Enhanced Unallocated Keogh Contract
"	Enhanced Non-Qualified Contracts
148	Item 15 -- . Pre-Approved Plan Provison
159	Performance
163	What Are Charges For General Administrative Expenses And The Mortality And Expense Risk And How Much Are They?
"	What Is The Early Withdrawal Charge For The Enhanced TSA, Enhanced 403(a), Enhanced Non-Qualified, Enhanced PEDC and Enhanced IRA Preference Plus Contracts?
164	Can You Make Withdrawals Or Transfers From The Enhanced TSA, Enhanced 403(a), Enhanced Non-Qualified, Enhanced PEDC And Enhanced IRA Preference Plus Contracts Without Early Withdrawal Charges?
175	Are There Special Charges That Apply If Your Retirement Plan Terminates Its Contract Or Takes Other Action?
182	Special Tax Considerations for Non-Qualified Contract for (S)457(e)(11) Severance and Death Benefit Plans
185	Special Tax Considerations for Non-Qualified Income Annuity for (S)457(e)(11) Severance and Death Benefit Plans
193	Independent Auditors
"	Services
"	Distribution of Certificates and Interests in the Contracts and Income Annuities
"	Variable Income Payments
"	Assumed Investment Rate
194	Annuity Unit Value
195	Performance Data
223	Fidelity
256	Item 24. Financial Statements and Exhibits
262	Item 25. Directors and Officers of the Depositor
265	Item 26. Persons Controlled by or Under Common Control With the Depositor or Registrant
276	Item 27. Number of Contractowners
"	Item 28. Indemnification
"	Item 29. Principal Underwriters
277	Item 31. Management Services
"	Item 32. Undertakings

485BPOS 1st Page of 281 TOC ↑Top Previous Next ↓Bottom Just 1st
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1998

REGISTRATION NOS. 2-90380/811-4001

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------
FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT NO. [_]

[X]
POST-EFFECTIVE AMENDMENT NO. 23

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

[X]
AMENDMENT NO. 22

----------------

METROPOLITAN LIFE SEPARATE ACCOUNT E
(EXACT NAME OF REGISTRANT)

METROPOLITAN LIFE INSURANCE COMPANY
(EXACT NAME OF DEPOSITOR)

1 Madison Avenue, New York, New York 10010
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(212) 578-5364
(DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)

----------------

GARY A. BELLER, ESQ.

Senior Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(NAME AND ADDRESS OF AGENT FOR SERVICE)

----------------

Copies to:
JOHN A. DUDLEY, ESQ.
Sullivan & Worcester LLP
1025 Connecticut Avenue, N.W.
Washington, D.C. 20036

----------------

IT IS PROPOSED THAT THE FILING WILL BECOME EFFECTIVE:

[_] immediately upon filing pursuant to paragraph (b) of Rule 485

[X] on May 1, 1998 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485

[_] on (date) pursuant to paragraph (a)(1) of Rule 485
[_] on the seventy-fifth day after filing pursuant to paragraph (a)(2) of
Rule 485
[_] on (date) pursuant to paragraph (a)(2) of Rule 485

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities. Registrant's Rule
24f-2 Notice for the year ended December 31, 1997 was filed with the Commission
on March 27, 1998.

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485BPOS 2nd Page of 281 TOC 1st Previous Next ↓Bottom Just 2nd
METROPOLITAN LIFE SEPARATE ACCOUNT E

FORM N-4
UNDER
THE SECURITIES ACT OF 1933 AND
THE INVESTMENT COMPANY ACT OF 1940

----------------

CROSS REFERENCE SHEET
(PURSUANT TO RULE 481(A))

[Download Table]

N-4
ITEM NO. PROSPECTUS HEADING
-------- ------------------

1. Cover Page.................... Cover Page
2. Definitions................... Index of Special Terms
3. Synopsis...................... Tables of Expenses, Summary
4. Condensed Financial Condensed Financial Information; Does
Information.................. MetLife Advertise the Performance of
the Separate Account?
5. General Description of
Registrant, Depositor, and Our Company and the Separate Account;
Portfolio Companies.......... Your Investment Choices; What Are
Your Voting Rights Regarding
Portfolio Shares?
6. Deductions and Expenses....... Deductions and Charges; Exemptions
from Early Withdrawal Charges; Your
Investment Choices; Who Sells Your
Contract and Do You Pay a Commission
on the Purchase of Your Contract?;
Can MetLife Change The Provisions of
Your Contract?
7. General Description of
Variable Annuity Contract.... Summary; The Contracts Described in
this Prospectus; Purchase Payments
8. Annuity Period................ Income Plan Options; The Variable
Payout Annuities Described in this
Prospectus
9. Death Benefit................. Death Benefit
10. Purchases and Contract Values. Purchase Payments; Determining the
Value of Your Separate Account
Investment; Who Sells Your Contract
and Do You Pay a Commission on the
Purchase of Your Contract?
11. Redemptions................... Withdrawals and Transfers; Other
Contract Provisions--Can We Cancel
Your Contract?
12. Taxes......................... Taxes
13. Legal Proceedings............. Not Applicable
14. Table of Contents of the
Statement of Additional Table of Contents of the Statement of
Information.................. Additional Information
15. Cover Page.................... Cover Page
16. Table of Contents............. Table of Contents

I-1

485BPOS 3rd Page of 281 TOC 1st Previous Next ↓Bottom Just 3rd
[Download Table]

N-4
ITEM NO. PROSPECTUS HEADING
-------- ------------------

17. General Information and
History...................... Not Applicable
18. Services...................... Independent Auditors; Distribution of
Certificates and Interests in the
Contracts
19. Purchase of Securities Being
Offered...................... Not Applicable
20. Underwriters.................. Distribution of Certificates and
Interests in the Contracts; Early
Withdrawal Charge
21. Calculation of Performance
Data......................... Performance Data
22. Annuity Payments.............. Variable Income Payments
23. Financial Statements.......... Financial Statements of the Separate
Account; Financial Statements of
Metropolitan Life

I-2

485BPOS 4th Page of 281 TOC 1st Previous Next ↓Bottom Just 4th
Preference Plus(R) Account Profile

Individual Retirement Annuities

Roth Individual Retirement Annuities

SIMPLE Individual Retirement Annuities

Non-Qualified Annuities

Simplified Employee Pensions

May 1, 1998

[LOGO] MetLife(R)
Retirement & Savings Center

485BPOS 5th Page of 281 TOC 1st Previous Next ↓Bottom Just 5th
METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN LIFE SEPARATE ACCOUNT E

PROFILE OF THE PREFERENCE PLUS(R) ACCOUNT DEFERRED INDIVIDUAL AND GROUP
INDIVIDUAL RETIREMENT ANNUITIES ("IRAS"), ROTH INDIVIDUAL RETIREMENT ANNUITIES
("ROTH IRAS"), SIMPLE INDIVIDUAL RETIREMENT ANNUITIES ("SIMPLE IRAS"), NON-
QUALIFIED ANNUITIES AND SIMPLIFIED EMPLOYEE PENSIONS ("SEPS") VARIABLE ANNUITY
CONTRACTS ("CONTRACTS").
................................................................................

This Profile is a summary of the more important points that you should know and
consider before purchasing a Contract or investing under a Contract. The Con-
tract is more fully described in the full prospectus which accompanies this
Profile. Please read the prospectus carefully.

1. THE ANNUITY CONTRACT

After you or your employer or the trustee makes the first purchase payment
on your behalf, an account is set up for you under the Contract. You will
receive a contract which is a legal agreement between you and Metropolitan
Life Insurance Company (MetLife) or a certificate which summarizes the
relevant provisions of a group contract between MetLife and the employer
or trustee. If purchase payments are made under a retirement plan, the
Contract may provide that all or some of your rights described in this
Profile are subject to the terms of the plan. The Contract consists of two
phases: the accumulation or "pay-in" phase and the annuity or "pay-out"
phase. By making one or more purchase payments, you accumulate money in
your account during the pay-in phase. MetLife will hold your money and
credit any investment returns as long as the money remains in your ac-
count. The pay-out phase begins when you either take all of your money out
of the account or elect to receive "income" payments that MetLife makes
using the money from your account. The number and the amount of the income
payments you receive depend on the pay-out option you choose and the
amount used to provide your income payments.

The Contract is called an "annuity" because you can elect income payments.
The Contract is a "variable annuity" because, based on the performance of
the investment options you choose, your account value may go up or down.
Since the investment performance is not guaranteed, your money is at risk.
The degree of risk will depend on the investment options you choose. There
is also a fixed interest rate option called the Fixed Interest Account.
The Fixed Interest Account provides interest rates guaranteed by MetLife
and is not described in this Profile. While there is a possible loss of
principal in the investment options, they offer the opportunity for
greater returns than the interest rate guaranteed under the Fixed Interest
Account.

You may transfer money in your account among the investment options and
between the investment options and the Fixed Interest Account as often as
you like. There is no minimum amount required to make a transfer nor is
there a charge for transfers.

2. ANNUITY PAYMENTS

The pay-out phase begins when you elect either to take out all the money
in your account or you start to receive income payments that MetLife makes
using the money from your account. You can choose income payments that are
fixed, variable or both. If the payments are fixed, MetLife guarantees the
amount of each payment. If the payments are variable, the amount is not
guaranteed and can go up or down based upon the performance of the invest-
ment options you have chosen. Income payments can be received monthly,
quarterly, semi-annually or annually. MetLife can guarantee income pay-
ments to last for a fixed period of time, for your lifetime, or for as
long as either you or a person you choose is living. Other pay-out choices
are available.

485BPOS 6th Page of 281 TOC 1st Previous Next ↓Bottom Just 6th
3. PURCHASE

You, your employer, or the trustee of a retirement plan can purchase a
contract through your MetLife representative or a representative of other
firms MetLife has selected. You must indicate that you want to invest un-
der a contract by filling out the appropriate forms.

There is no minimum purchase payment amount. (MetLife may cancel the Con-
tract if your account value falls below certain minimums.) You can put
more money in your account, but MetLife may reject purchase payments over
$500,000.

WHO SHOULD BUY A CONTRACT? Contracts are appropriate for individuals sav-
ing for retirement. The Non-Qualified Contract is called "non-qualified"
because it does not meet the requirements or "qualify" under the Federal
income tax laws for retirement plans or IRAs. Purchase payments for Non-
Qualified Contracts are not tax-deductible. Purchase payments for the
other Contracts qualify under the Federal income tax laws for retirement
plans or are IRAs. For the IRA Contract, purchase payments may be totally,
partially, or not tax-deductible, depending on your situation. Purchase
payments made under qualified retirement plans or arrangements under SIM-
PLE IRAs or SEP Contracts are generally fully tax-deductible or made on a
pre-tax basis. Purchase payments for a Roth IRA are not tax deductible. If
certain requirements are met, withdrawals of earnings under Roth IRAs are
tax free.

4. INVESTMENT OPTIONS

The investment options are:

. Income . Loomis Sayles High Yield Bond
. Diversified . Aggressive Growth
. Stock Index . T. Rowe Price Small Cap Growth
. Growth . Scudder Global Equity
. Janus Mid Cap . International Stock

Money in the investment options are invested in the Metropolitan Series
Fund, Inc., an underlying mutual fund that invests in stocks, bonds and
other investments. Not all options are available in all states.

5. EXPENSES

There are two types of charges you pay while you have money in an invest-
ment option. The first is an insurance-related charge that on an annual
basis will not exceed 1.25% of the average daily value of the amount you
have in each investment option. This charge is used to pay MetLife for
general administrative expenses and for mortality and expense risks of the
Contract. MetLife guarantees that the insurance-related charge will never
increase while you have a contract or certificate. The second charge is
investment-related. It pays the investment manager for managing amounts in
the investment options and pays for investment operating expenses. For the
Income, Diversified, Stock Index, Growth, Aggressive Growth, Loomis Sayles
High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth, Scudder
Global Equity, and International Stock investment options, the investment-
related charges range on an annual basis from .33% to 1.12% of the average
daily value of the amount you have in an investment option, depending on
the options you select.

PROFILE 2

485BPOS 7th Page of 281 TOC 1st Previous Next ↓Bottom Just 7th
If you decide to take all or part of a purchase payment out of your ac-
count within seven years of when you made it, a withdrawal charge of up to
7% of the purchase payment withdrawn may also be imposed as follows:

DURING PURCHASE PAYMENT YEAR

[Download Table]

1 2 3 4 5 6 7 8 & Later

7% 6% 5% 4% 3% 2% 1% 0

There are no annual Contract charges. (For the IRA, Non-Qualified, Roth
IRA and SEP Contracts, there is a $20 charge applied against any amounts
in the Fixed Interest Account only if your account value is less than
$20,000 and you are not enrolled in MetLife's payroll deduction or bank
authorization programs. For the SIMPLE IRA Contract, there is a $20 charge
applied against any amounts in the Fixed Interest Account only if your ac-
count value is less than $20,000 and if you fail to make purchase payments
during the year.)

The table below summarizes the Contract expenses described on the previous
page for the year ending December 31, 1997.

. The first two columns are the insurance-related and investment-re-
lated charges per investment option and the third column is the to-
tal. The total annual investment related charges column reflects all
expense reimbursements and fee waiver arrangements.

. The last two columns indicate the amount you would pay, including any
withdrawal charges, on a hypothetical $1,000 investment in each in-
vestment option if you took your money out of the account as of the
end of the first year or as of the end of the tenth year. (There are
no numbers for some of the options for the "10 years" example, be-
cause the investment options are new.)

. These examples also assume a 5% investment return each year and that
10% of the account value is free of withdrawal charges. The table as-
sumes that annuity taxes are 0%.

[Enlarge/Download Table]

TOTAL ANNUAL TOTAL ANNUAL TOTAL ANNUAL EXAMPLES: TOTAL
INSURANCE INVESTMENT- CHARGES ANNUAL EXPENSES
CHARGE RELATED CHARGES AS OF THE END OF
INVESTMENT
OPTION 1 YEAR 10 YEARS
................................................................................

Income 1.25% .43% 1.68% $80 $200
Diversified 1.25% .50% 1.75% $81 $208
Stock Index 1.25% .33% 1.58% $79 $189
Growth 1.25% .56% 1.81% $81 $214
Janus Mid Cap 1.25% .89% 2.14% $85 --
Loomis Sayles High Yield
Bond 1.25% .90% 2.15% $85 --
Aggressive Growth 1.25% .79% 2.04% $84 $239
T. Rowe Price Small Cap
Growth 1.25% .73% 1.98% $83 --
Scudder Global Equity 1.25% 1.12% 2.37% $87 --
International Stock 1.25% 1.03% 2.28% $86 $264

PROFILE 3

485BPOS 8th Page of 281 TOC 1st Previous Next ↓Bottom Just 8th
The complete Table of Expenses can be found in the prospectus for the Con-
tracts.

6. TAXES

Generally, you will not be taxed on any earnings from your account until
you make a withdrawal. If you take money out of your account before age 59
1/2, you may also have to pay a 10% (or 25%) Federal income tax penalty on
the portion of the withdrawal which is taxable. (The Federal income tax
penalty is 25% for the first two years of a SIMPLE IRA and 10% for all
other withdrawals.)

For tax purposes, withdrawals from the Non-Qualified Contract are normally
treated as coming from taxable earnings first and then from non-taxable
purchase payments.

For the IRA Contract, the tax treatment of a withdrawal will depend on
whether your purchase payment was tax-deductible or not deductible and the
number and size of any other IRAs you own.

If your purchase payment under the IRA, SEP or SIMPLE IRA Contract was
fully tax-deductible or made on a pre-tax basis, all withdrawals will be
subject to ordinary income tax.

Roth IRA contributions are not deductible and may be limited depending
upon your adjusted gross income. Generally, withdrawals of earnings from a
Roth IRA are tax free if certain requirements are met. If withdrawals of
earnings do not meet the requirements, the earnings will be subject to in-
come tax and an additional 10% tax penalty may apply. Conversions from ex-
isting IRAs to Roth IRAs are permitted if you meet certain requirements,
however, your money will be subject to income tax on all converted amounts
which were not previously taxed.

Income payments are subject to different tax rules. Some jurisdictions may
also tax amounts in annuities. MetLife does not deduct annuity taxes from
your account until the pay-out phase of the Contract. Annuity taxes cur-
rently range up to 5%.

7. ACCESS TO YOUR MONEY

When you want to take money out of your account, you may request a with-
drawal of at least $500 or your account value, if less. A withdrawal
charge of up to 7% that declines to zero over a seven year period applies
to each purchase payment and may be deducted from your account. The amount
of the withdrawal charge depends upon how long the withdrawn purchase pay-
ments were in your account. Whether or not a contract withdrawal charge
applies, withdrawals may be subject to income taxes, as well as a 10% tax
penalty if you are age 59 1/2 or less. (The tax penalty is 25% for the
first two years of a SIMPLE IRA, and 10% for all other withdrawals.) Under
proposed legislation, additional tax penalties may apply to individuals
under certain circumstances for Roth IRAs.

You do not pay a contract withdrawal charge if:

A. The withdrawal is the first in a contract year and is up to 10% of
the value of your account.

B. The amount withdrawn is from purchase payments made over seven years
ago.

PROFILE 4

485BPOS 9th Page of 281 TOC 1st Previous Next ↓Bottom Just 9th
C. You elect to purchase a lifetime income option or an income that
will be paid for at least five years without the right to cancel the
payment method.

D. You die during the pay-in phase of the Contract.

E. You notify us in writing that you want to cancel the Contract within
10 days of receipt of your Contract. (Your rights to cancel may vary
in some states.)

F. You or your spouse (i) is a resident in certain nursing home facili-
ties for at least 90 consecutive days or (ii) has been diagnosed as
terminally ill and is expected to die within 12 months. (May not be
available in all states.)

G. The withdrawal is required to avoid Federal income tax penalties or
to satisfy Federal income tax rules or Department of Labor regula-
tions that apply to IRA, SIMPLE IRA or SEP Contracts.

H. You accept an amendment to your IRA Contract approved in your state,
which converts your total account value to a Roth IRA Contract.

Transfers from certain MetLife contracts "rolled over" to these Contracts
have different withdrawal charges.

8. PERFORMANCE HISTORY

The following chart shows the percentage change in unit values (total re-
turn) for the investment options for certain time periods. (Unit values
are the bookkeeping measure MetLife uses to track account values.) The
unit values reflect the insurance-related charges and investment-related
charges. The total return history below does not reflect withdrawal
charges. If they were included, the total return figures would have been
lower. Past performance does not guarantee future results.

[Enlarge/Download Table]

INVESTMENT OPTION 1/1/91- 1/1/92- 1/1/93- 1/1/94- 1/1/95- 1/1/96- 1/1/97-
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
................................................................................

Income 15.94% 5.61% 9.94% -4.34% 18.10% 2.30% 8.49%
Diversified 23.42% 8.09% 11.42% -4.24% 25.46% 13.06% 19.09%
Stock Index 28.11% 6.11% 8.21% -0.07% 35.18% 21.11% 30.54%
Growth 31.48% 10.25% 12.98% -4.47% 31.48% 20.67% 26.81%
Aggressive Growth 64.38% 9.00% 21.09% -3.11% 27.93% 6.35% 5.38%
International Stock -11.31% 46.01% 3.71% -0.42% -2.96% -3.56%

Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Se-
ries Fund, Inc., other than management fees, brokerage commissions, taxes,
interest and any extraordinary or non-recurring expenses.

PROFILE 5

485BPOS 10th Page of 281 TOC 1st Previous Next ↓Bottom Just 10th
9. DEATH BENEFIT

10. OTHER INFORMATION

A. The Non-Qualified, IRA and Roth IRA Contracts described in this Pro-
file are individual contracts. You, as purchaser of the contract,
have all rights under the contract. The SEP Contract is a group con-
tract. The SIMPLE IRA Contract may be either an individual or group
contract.
B. Metropolitan's Easy Telephone Service: Account information is avail-
able 24 hours a day on our toll-free line. Requests may also be made
during business hours.

C. Payroll deduction/bank authorization: You may be able to make pur-
chase payments conveniently by authorizing deductions from your sal-
ary or transfers from your bank account.

D. MetLife's Automated Investment Strategies: Although no investment
strategy can guarantee a profit or protect against loss, you can se-
lect an automated investment strategy to help make investing easy.
When you choose an automated investment strategy, MetLife will make
scheduled transfers among the Fixed Interest Account and the invest-
ment options that help you follow the strategies described below:

THE EQUITY GENERATOR SM: An amount equal to the interest earned
in the Fixed Interest Account is transferred monthly to the Stock
Index or Aggressive Growth investment option.

THE EQUALIZER SM: Amounts in the Fixed Interest Account and in
the Stock Index or Aggressive Growth investment options are
transferred quarterly from one to the other in order to make the
amounts in each equal.

THE REBALANCER SM: Amounts in the investment options and the
Fixed Interest Account are transferred each quarter in order to
bring the percentage of your account value in each option back to
the original allocation that you choose.

THE ALLOCATOR SM: A dollar amount you choose is transferred
monthly from the Fixed Interest Account into any of the invest-
ment options. You select the day of the month and the period dur-
ing which the transfers will occur.

11. INQUIRIES

Please contact MetLife at:
Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Attention: Retirement & Savings Center
1-800-553-4459

PROFILE 6

485BPOS 11th Page of 281 TOC 1st Previous Next ↓Bottom Just 11th
Preference Plus(R) Account Prospectus

Individual Retirement Annuities

Roth Individual Retirement Annuities

SIMPLE Individual Retirement Annuities
Non-Qualified Annuities

Simplified Employee Pensions

May 1, 1998

[LOGO] MetLife(R)

Retirement & Savings Center

485BPOS 12th Page of 281 TOC 1st Previous Next ↓Bottom Just 12th
METROPOLITAN LIFE SEPARATE ACCOUNT E

PREFERENCE PLUS
GROUP AND INDIVIDUAL ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes individual and group non-qualified annuities,
individual retirement annuities, Savings Incentive Match Plan for Employees
individual retirement annuities, Roth individual retirement annuities and
simplified employee pensions Preference Plus Contracts ("Contracts") and
individual and group non-qualified annuities, individual retirement annuities,
Savings Incentive Match Plan for Employees individual retirement annuities,
Roth individual retirement annuities and simplified employee pensions
Preference Plus Income Annuities ("Income Annuities").

Group Contracts and Income Annuities may only be purchased through your
employer, or a group, association or trust of which you are a member or
participant.

You decide where your purchase payments are directed. The choices depend on
what is available under your Contract or Income Annuity and may include the
Fixed Interest Account, and, through Metropolitan Life Separate Account E, the
State Street Research Income, State Street Research Diversified, MetLife Stock
Index, State Street Research Growth, Janus Mid Cap, Loomis Sayles High Yield
Bond, State Street Research Aggressive Growth, T. Rowe Price Small Cap Growth,
Scudder Global Equity and State Street Research International Stock Portfolios
of the Metropolitan Series Fund, Inc. ("Metropolitan Fund").

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

INTERESTS IN THE SEPARATE ACCOUNT AND THE FIXED INTEREST ACCOUNT ARE NOT
DEPOSITS OR OBLIGATIONS OF, OR INSURED, OR GUARANTEED BY THE U.S. GOVERNMENT,
ANY BANK OR OTHER DEPOSITORY INSTITUTION. UNITS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION, ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL AMOUNT INVESTED.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, WHICH CONTAINS ADDITIONAL INFORMATION AND WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The Prospectus sets forth information about the Contracts and Income
Annuities and Separate Account E that you should know before investing.
Additional information about the Contracts and Income Annuities and Separate
Account E has been filed with the Securities and Exchange Commission in a
Statement of Additional Information which is incorporated herein by reference
and which is available upon request without charge from Metropolitan Life
Insurance Company, Retirement and Savings Center, Area 2H, One Madison Avenue,
New York, NY 10010 Attention: Alan DeMichele. Inquiries may be made to
Metropolitan Life Insurance Company, One Madison Avenue, New York, New York
10010, Attention: Retirement and Savings Center; telephone number (800) 553-
4459. The table of contents of the Statement of Additional Information appears
on page A-PPA-32.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1998.

485BPOS 13th Page of 281 TOC 1st Previous Next ↓Bottom Just 13th
TABLE OF CONTENTS

[Download Table]

PAGE
--------

INDEX OF SPECIAL TERMS................................................. A-PPA- 3
TABLE OF EXPENSES...................................................... A-PPA- 4
SUMMARY................................................................ A-PPA- 6
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION.................. A-PPA- 7
FINANCIAL STATEMENTS................................................... A-PPA- 8
OUR COMPANY AND THE SEPARATE ACCOUNT................................... A-PPA- 9
DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS........................ A-PPA-10
YOUR INVESTMENT CHOICES.............................................. A-PPA-10
PURCHASE PAYMENTS.................................................... A-PPA-12
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ A-PPA-13
WITHDRAWALS AND TRANSFERS............................................ A-PPA-14
DEDUCTIONS AND CHARGES............................................... A-PPA-15
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. A-PPA-16
DEATH BENEFIT........................................................ A-PPA-17
INCOME OPTIONS....................................................... A-PPA-18
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... A-PPA-19
ADMINISTRATION....................................................... A-PPA-19
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... A-PPA-20
TRANSFERS............................................................ A-PPA-20
DEDUCTIONS AND CHARGES............................................... A-PPA-21
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS.................. A-PPA-23
TAXES.................................................................. A-PPA-27
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... A-PPA-32
APPENDIX............................................................... A-PPA-33
INDEX.................................................................. A-PPA-34

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. METLIFE DOES NOT AUTHORIZE ANY
INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS OR ANY ATTACHED
PROSPECTUS OR ANY SUPPLEMENT THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL
AUTHORIZED BY METLIFE.

A-PPA-2

485BPOS 14th Page of 281 TOC 1st Previous Next ↓Bottom Just 14th
INDEX OF SPECIAL TERMS

[Download Table]

TERMS PAGE
----- --------

Account Balance........................................................ A-PPA- 6
Accumulation Units..................................................... A-PPA-13
Annuity Units.......................................................... A-PPA-20
Assumed Investment Rate................................................ A-PPA-20
Contract Year.......................................................... A-PPA-15
Contracts.............................................................. A-PPA- 1
Designated Office...................................................... A-PPA-12
Early Withdrawal Charge................................................ A-PPA-16
Experience Factor...................................................... A-PPA-13
Free Corridor.......................................................... A-PPA-16
Income Annuities....................................................... A-PPA- 1
Preference Plus Contracts.............................................. A-PPA- 1
Preference Plus Income Annuities....................................... A-PPA- 1
Separate Account....................................................... A-PPA- 6
Systematic Withdrawal Income Program................................... A-PPA-14
Valuation Period....................................................... A-PPA-13

A-PPA-3

485BPOS 15th Page of 281 TOC 1st Previous Next ↓Bottom Just 15th
TABLE OF EXPENSES--PREFERENCE PLUS CONTRACTS AND INCOME ANNUITIES

The following table illustrates Separate Account and Metropolitan Fund
expenses for the fiscal year ending December 31, 1997:

[Download Table]

CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS
CURRENTLY OFFERED
Sales Load Imposed on Purchases................................... None
Deferred Sales Load............................................... From 0% to
(as a percentage of the purchase payment funding the withdrawal 7%(a)
during the accumulation period)
Exchange Fee...................................................... None
Surrender Fee..................................................... None
ANNUAL CONTRACT FEE................................................ None(b)
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Charge............................ .50%(c)
Mortality and Expense Risk Charge................................. .75%(c)
Total Separate Account Annual Expenses............................ 1.25%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
[Download Table]

OTHER EXPENSES
MANAGEMENT AFTER EXPENSE
FEES REIMBURSEMENT TOTAL
---------- -------------- -----

State Street Research Income
Portfolio(d)(e)(f)........................... .33 .10 .43
State Street Research Diversified
Portfolio(d)(e)(f)........................... .44 .06 .50
MetLife Stock Index Portfolio(d).............. .25 .08 .33
State Street Research Growth
Portfolio(d)(e)(f)........................... .49 .07 .56
Janus Mid Cap Portfolio(e)(g)................. .75 .14 .89
Loomis Sayles High Yield Bond Portfolio(g).... .70 .20 .90
State Street Research Aggressive Growth
Portfolio(d)(e)(f)........................... .71 .08 .79
T. Rowe Price Small Cap Growth
Portfolio(e)(g).............................. .55 .18 .73
Scudder Global Equity Portfolio(e)(g)......... .90 .22 1.12
State Street Research International Stock
Portfolio(d)(e)(f)........................... .75 .28 1.03

EXAMPLE

[Download Table]

If you surrender your Contract at the end of
the applicable time period:
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on 1 YEAR 3 YEARS 5 YEARS 10 YEARS
assets: ------ ------- ------- --------
Income Division............................. $80 $ 98 $118 $200
Diversified Division........................ 81 100 122 208
Stock Index Division........................ 79 95 113 189
Growth Division............................. 81 102 125 214
Janus Mid Cap Division...................... 85 112 -- --
Loomis Sayles High Yield Bond Division...... 85 113 -- --
Aggressive Growth Division.................. 84 109 137 239
T. Rowe Price Small Cap Growth Division..... 83 107 -- --
Scudder Global Equity Division.............. 87 119 -- --
International Stock Division................ 86 117 150 264
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(h):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $17 $53 $ 92 $200
Diversified Division........................ 18 56 96 208
Stock Index Division........................ 16 50 87 189
Growth Division............................. 19 57 99 214
Janus Mid Cap Division...................... 22 68 -- --
Loomis Sayles High Yield Bond Division...... 22 68 -- --
Aggressive Growth Division.................. 21 65 111 239
T. Rowe Price Small Cap Growth Division..... 20 63 -- --
Scudder Global Equity Division.............. 24 75 -- --
International Stock Division................ 23 72 123 264

A-PPA-4

485BPOS 16th Page of 281 TOC 1st Previous Next ↓Bottom Just 16th
-------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges," page
A-PPA-15) does not apply to 10% of the Account Balance. Under certain
other circumstances, the deferred sales load does not apply at all.

(b) A one time contract fee of $350 may be imposed under certain Income
Annuities. (See "Income Annuities--Deductions and Charges," page A-PPA-
21.)

(c) Although total Separate Account annual expenses will not exceed 1.25% of
average account values, the allocation of these expenses between general
administrative expenses and the mortality and expense risk charges is only
an estimate. (See "Deductions and Charges," page A-PPA-15.)
(d) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.

(e) The marginal rate of the investment management fee for these Portfolios
will decrease when the dollar amount in each Portfolio reaches certain
threshold amounts.

(f) Reflects 1997 management fees, restated to assume changes in management
fees effective August 1997, had been in effect for the entire year.

(g) These Portfolios commenced operations on March 3, 1997. MetLife has agreed
to bear all expenses (other than management fees, brokerage commissions,
taxes, interest and any extraordinary or non-recurring expenses) in excess
of .20% of the average net assets for each of the Loomis Sayles High Yield
Bond, T. Rowe Price Small Cap Growth, Janus Mid Cap and Scudder Global
Equity Portfolios until each Portfolio's total net assets are at least
$100 million, or until March 2, 1999, whichever is earlier. Absent such
expense reimbursement, the other expenses would have been 0.39% for the
Loomis Sayles High Yield Bond Portfolio and 0.31% for the Scudder Global
Equity Portfolio. MetLife ceased subsidizing such expenses for the Janus
Mid Cap Portfolio as of December 31, 1997, and the T. Rowe Price Small Cap
Growth Portfolio as of January 23, 1998.

(h) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges," page A-PPA-16).

The purpose of the above table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. The table
reflects expenses of the Separate Account and the Metropolitan Fund. It
assumes that there are no other transactions. The Example is intended for
illustrative purposes only; it should not be considered a representation of
past or future expenses. Actual expenses may be higher or lower than those
shown. Annuity taxes are not reflected in the table. See "Deductions and
Charges," page A-PPA-15, for a more detailed description of the charges and
expenses imposed upon the assets in the Separate Account.

A-PPA-5

485BPOS 17th Page of 281 TOC 1st Previous Next ↓Bottom Just 17th
...............................................................
SUMMARY
...............................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

YOUR INVESTMENT CHOICES (PAGES A-PPA-10-12)

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). This
Prospectus does not describe that account and will mention the Fixed Interest
Account only where necessary to explain how the "Separate Account" works. Each
Contract also offers a choice of investment options under which values can go
up or down based upon investment performance. See "Determining the Value of
Your Separate Account Investment," page A-PPA-13, for a description of
accumulation units and how these values are determined based upon investment
performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES A-PPA-10-11. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN
THE BACK OF THIS PROSPECTUS.

TAXES (PAGES A-PPA-27-31)

A variable annuity receives special treatment under the Federal income tax
laws. Please refer to the pages above for information concerning how the
Federal tax laws affect purchase payments and withdrawals in each particular
tax market.

PURCHASE PAYMENTS; WITHDRAWALS AND TRANSFERS (PAGES A-PPA-12-13; A-PPA-14-15)

The Contracts allow you to make new purchase payments, to transfer money
among investment options and between the Separate Account and the Fixed
Interest Account and to withdraw money credited to you ("Account Balance").
(See "Withdrawals and Transfers," page A-PPA-14.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and your Contract. (See "Withdrawals and Transfers," page A-PPA-14,
"Deductions and Charges," page A-PPA-15.)

DEDUCTIONS AND CHARGES (PAGES A-PPA-15-16)

Your Contract is subject to various charges.

Annual Contract Fees: There is no annual Contract fee. (There is a $20
annual Contract fee imposed on certain Fixed Interest Account balances.)

General Administrative Expenses and Mortality and Expense Risk Charge: 1.25%
on an annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received.

Metropolitan Series Fund, Inc.: Management fees and other expenses.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES A-PPA-16-17)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

Item 1--Transfers among investment divisions or to or from the Fixed
Interest Account

Item 2--Withdrawals that represent purchase payments made over seven years
ago

Item 3--Free Corridor

Item 4--Free Look

Item 5--Certain Income Annuities

Item 6--Death Benefit

Item 7--Mandated Withdrawals under Federal law

Item 8--Transfer from other MetLife Contracts

Item 9--Nursing Home or Terminal Illness

Item 10--Amendment to your IRA Contract

DEATH BENEFIT (PAGE A-PPA-17)

Each Contract offers a death benefit that guarantees certain payments in
case of your death even if the Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGES A-PPA-19-22)

You may use your money to obtain payments guaranteed for life or for certain
other periods (an annuity). These payments may be either for specified, fixed
amounts or for amounts that can go up or down based on the investment
performance of a choice of investment options in the Separate Account
("variable income option"). You may purchase an Income Annuity if you did not
have a Contract during the accumulation period. Your Income Annuity is subject
to various charges. (See "Income Annuities--Deductions and Charges," page A-
PPA-21.)

A-PPA-6

485BPOS 18th Page of 281 TOC 1st Previous Next ↓Bottom Just 18th
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

The following information has been derived from the Separate Account's full
financial statements, which statements are annually audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing with the
full financial statements and related notes in the Statement of Additional
Information or as previously stated in earlier reports.

[Enlarge/Download Table]

ACCUMULATION ACCUMULATION NUMBER OF ACCUMULATION
UNIT VALUE UNIT VALUE END UNITS END OF YEAR
PREFERENCE PLUS CONTRACTS YEAR BEGINNING OF YEAR OF YEAR (IN THOUSANDS)
------------------------- ---- ----------------- -------------- ----------------------

Income Divi-
sion 1997 $16.49 $17.89 16,307
1996 $16.12 16.49 16,604
1995 13.65 16.12 15,252
1994 14.27 13.65 13,923
1993 12.98 14.27 14,631
1992 12.29 12.98 5,918
1991 10.60 12.29 1,210
1990 10.00(a) 10.60 32
Diversified
Division 1997 19.22 22.89 62,604
1996 17.00 19.22 52,053
1995 13.55 17.00 42,712
1994 14.15 13.55 40,962
1993 12.70 14.15 31,808
1992 11.75 12.70 7,375
1991 9.52 11.75 1,080
1990 10.00(a) 9.52 44
Stock Index
Division 1997 22.43 29.28 58,817
1996 18.52 22.43 43,141
1995 13.70 18.52 29,883
1994 13.71 13.70 23,458
1993 12.67 13.71 18,202
1992 11.94 12.67 8,150
1991 9.32 11.94 1,666
1990 10.00(a) 9.32 55
Growth Divi-
sion 1997 21.37 27.10 60,102
1996 17.71 21.37 49,644
1995 13.47 17.71 38,047
1994 14.10 13.47 32,563
1993 12.48 14.10 24,608
1992 11.32 12.48 9,432
1991 8.61 11.32 2,824
1990 10.00(a) 8.61 178
Janus Mid Cap
Division 1997 10.00(b) 12.69 7,417
Loomis Sayles
High 1997 10.00(b) 10.51 2,375
Yield Bond Di-
vision
Aggressive
Growth 1997 23.77 25.05 43,359
Division 1996 22.35 23.77 43,962
1995 17.47 22.35 33,899
1994 18.03 17.47 26,890
1993 14.89 18.03 17,094
1992 13.66 14.89 5,747
1991 8.31 13.66 1,060
1990 10.00(a) 8.31 49
T. Rowe Price 1997 10.00(b) 11.76 6,932
Small Cap
Growth Divi-
sion
Scudder Global
Equity Divi-
sion 1997 10.00(b) 10.85 4,826
International
Stock 1997 13.77 13.28 15,865
Division 1996 14.19 13.77 17,780
1995 14.25 14.19 17,553
1994 13.74 14.25 16,674
1993 9.41 13.74 6,921
1992 10.61 9.41 966
1991 10.00(c) 10.61 92

In addition to the above mentioned Accumulation Units, there were
cash reserves of $14,503,548 as of December 31, 1997 applicable to
Income Annuities (including those not described in this Prospectus)
receiving annuity payouts.

(a) Inception Date July 2, 1990

(b) Inception Date March 3, 1997

A-PPA-7

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[CHART DEPICTING PREFERENCE PLUS CONTRACTS ENDING ACCUMULATION UNIT VALUES]

Financial Statements

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from MetLife.

A-PPA-8

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...............................................................
OUR COMPANY AND THE SEPARATE ACCOUNT
................................................................................

WHO IS METLIFE?

We are a mutual life insurance company whose principal office is at One
Madison Avenue, New York, N.Y. 10010. We were formed in 1868 in New York and
operate as a life insurance company in all 50 states, the District of Columbia,
Puerto Rico and all provinces of Canada. MetLife, serving millions of people,
is one of the largest financial services companies in the world with many of
the largest United States corporations for its clients. As of December 31,
1997, we had approximately $330.3 billion in assets under management.

WHAT IS THE SEPARATE ACCOUNT?

We organized the Separate Account on September 27, 1983. It is an investment
account that we maintain separate from our other assets. It is registered with
the Securities and Exchange Commission as a unit investment trust under the
1940 Act. All income, gains and losses, whether or not realized, from the
Separate Account's assets are credited to or charged against the Separate
Account, without regard to our other business. In other words, the Separate
Account's assets are solely for the benefit of those who invest in the Separate
Account and no one else, including our creditors. Our obligation to honor all
of our promises under the Contracts and Income Annuities is not limited by the
amount of assets in the Separate Account.

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SECTION I: DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS
...................................
............................

WHAT ARE THE CONTRACTS?

The Contracts offer you the choice of an account that pays interest
guaranteed by MetLife (the Fixed Interest Account) or an account offering a
range of investment choices where performance is not guaranteed. The Contracts
are called "annuities" since they offer a variety of payment options,
including guaranteed income for life.

We offer many types of Preference Plus Contracts to meet your individual
needs. These include contracts meeting the tax requirements under the
following provisions of the Internal Revenue Code ("Code"): (1) Individual
Retirement Annuities (IRAs) under (S)408(b); (2) Roth Individual Retirement
Annuities (Roth IRAs) under ((S))408A; (3) Simplified Employee Pensions (SEPs)
under (S)408(k); (4) Savings Incentive Match Plan for Employees Individual
Retirement Annuities (SIMPLE IRAs) under (S)408(p); (5) Tax Sheltered
Annuities (TSAs) under (S)403(b); (6) Public Employee Deferred Compensation
(PEDC) under (S)457; (7) Keogh plans under (S)401; (8) Qualified Annuity Plans
(403(a)) under (S)403(a); and (9) Non-Qualified Annuities under (S)72. Our
Contracts may be individual or group (offered to an employer, association,
trust or other group for its employees, members or participants). Group
Contracts may be issued to a bank that does nothing but hold them as
contractholder. Contracts are either allocated (we keep records of your
Account Balance) or unallocated (we keep Account Balance records only for the
plan as a whole). Some contracts have a reduced general administrative
expenses and mortality and expense risk charge as a result of reduced
administration expenses.

This Prospectus describes five types of Contracts: IRAs, Roth IRAs, SIMPLE
IRAs, SEPs and Non-Qualified.

The Prospectus will occasionally refer to the Fixed Interest Account.
However, this Prospectus does not describe that account.

MAY THE CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the
Contract may provide that all or some of your rights as described in this
Prospectus are subject to the terms of the plan. You should consult the plan
document to determine whether there are any provisions under your plan that
may limit or affect the exercise of your rights under the Contract. Rights
that may be affected include those concerning purchase payments, withdrawals,
transfers, the death benefit and income annuity types. For example, if part of
your Account Balance represents non-vested employer contributions, you may not
be permitted to withdraw these amounts and the early withdrawal charge
calculations may not include all or part of the employer contributions. The
Contract may provide that a plan administrative fee will be paid by making a
withdrawal from your Account Balance. The Contract may require that you or
your beneficiary obtain a signed authorization from your employer or plan
administrator to exercise certain rights. Your Contract will indicate under
which circumstances this is the case. We may rely on your employer's or plan
administrator's statements to us as to the terms of the plan or your
entitlement to any amounts. We will not be responsible for determining what
your plan says.

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments are the Income, Diversified, Stock Index,
Growth, Aggressive Growth, and International Stock Divisions. If approved in
your state, the Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price
Small Cap Growth, and Scudder Global Equity Divisions are also available. If
you are covered under a group Contract, your employer, association or group
may have limited the number of available divisions. Your Contract will
indicate the divisions available to you when we issued it. We may add or
eliminate divisions for some or all persons.

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund as shown on page
1. All dividends declared by any of the portfolios are earned by the Separate
Account and reinvested. Therefore, no dividends are distributed under the
Contracts. No sales or redemption charges apply to our purchase or sale
through the Separate Account of these mutual fund shares. These mutual funds
are available only through the purchase of annuities and life insurance
policies and are never sold directly to the public. These mutual funds are
"series" types of funds registered with the Securities and Exchange Commission
as "open-end management investment companies" under the 1940 Act. Except for
the Janus Mid Cap Portfolio, each fund is "diversified" under the 1940 Act.
Each division invests in shares of a comparably named portfolio.

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A summary of the investment objectives of the currently available portfolios
is as follows:

State Street Research Income Portfolio: To achieve the highest possible total
return, by combining current income with capital gains, consistent with
prudent investment risk and preservation of capital, by investing primarily in
fixed-income, high-quality debt securities.

State Street Research Diversified Portfolio: To achieve a high total return
while attempting to limit investment risk and preserve capital by investing in
equity securities, fixed-income debt securities, or short-term money market
instruments, or any combination thereof, at the discretion of State Street
Research & Management Company (a subsidiary of ours).

MetLife Stock Index Portfolio: To equal the performance of the Standard &
Poor's 500 composite stock price index (adjusted to assume reinvestment of
dividends) by investing in the common stock of companies which are included in
the index.

State Street Research Growth Portfolio: To achieve long-term growth of capital
and income, and moderate current income, by investing primarily in common
stocks that are believed to be of good quality or to have good growth
potential or which are considered to be undervalued based on historical
investment standards.

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

Loomis Sayles High Yield Bond Portfolio: To achieve high total investment
return through a combination of current income and capital appreciation. The
Portfolio will normally invest at least 65% of its assets in fixed income
securities of below investment grade quality.

State Street Research Aggressive Growth Portfolio: To achieve maximum capital
appreciation by investing primarily in common stocks (and equity and debt
securities convertible into or carrying the right to acquire common stocks) of
emerging growth companies, undervalued securities or special situations.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

Scudder Global Equity Portfolio: To achieve long-term growth of capital
through a diversified portfolio of marketable securities, primarily equity
securities, including common stocks, preferred stocks and debt securities
convertible into common stocks. The Portfolio invests on a worldwide basis in
equity securities of companies which are incorporated in the U.S. or in
foreign countries. It also may invest in the debt securities of U.S. and
foreign issuers. Income is an incidental consideration.

State Street Research International Stock Portfolio: To achieve long-term
growth of capital by investing primarily in common stocks and equity-related
securities of non-United States companies.

Each of the currently available Metropolitan Fund Portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee. For
providing investment management services to the State Street Research Growth
Portfolio, we receive monthly compensation from the Portfolio at an annual
rate of .55% of the average daily value of the aggregate net assets of the
Portfolio up to $500 million, .50% of such assets on the next $500 million and
.45% of such assets on amounts over $1 billion. For providing investment
management services to the State Street Research Income Portfolio, we receive
monthly compensation from the Portfolio at an annual rate of .35% of the
average daily value of the aggregate net assets up to $250 million, .30% of
such assets on the next $250 million and .25% of such assets on amounts over
$500 million. For providing investment management services to the State Street
Research Diversified Portfolio, we receive monthly compensation from the
Portfolio at an annual rate of .50% of the average daily value of the
aggregate net assets of the Portfolio up to $500 million, .45% of such assets
on the next $500 million and .40% of such assets on amounts over $1 billion.
For providing investment management services to the State Street Research
International Stock Portfolio and the State Street Research Aggressive Growth
Portfolio, we receive monthly compensation at an annual rate of .75% of the
average daily value of the aggregate net assets of each such Portfolio up to
$500 million, .70% of such assets on the next $500 million and .65% of such
assets on amounts over $1 billion. We pay State Street Research & Management
Company, one of our subsidiaries, to provide us with sub-investment management
services for the State Street Research Growth, State Street Research Income,
State Street Research Diversified, State Street Research Aggressive Growth and
State Street Research International Stock Portfolios.

GFM International Investors, Inc. is the sub-sub-investment manager and has
day-to-day investment responsibility for the State Street Research
International Stock Portfolio. GFM International Investors, Inc.'s fees for
sub-sub-investment management services are paid by State Street Research.

For providing investment management services to the Loomis Sayles High Yield
Bond Portfolio, we receive

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...............................................................
monthly compensation from the Portfolio at an annual rate of .70% of the
average daily value of the aggregate net assets of the Portfolio. Loomis Sayles
& Company, L.P., whose general partner is indirectly owned by MetLife, is the
sub-investment manager with respect to the Loomis Sayles High Yield Bond
Portfolio. For providing investment management services to the Janus Mid Cap
Portfolio, we receive monthly compensation from the Portfolio at an annual rate
of .75% of the average daily value of the aggregate net assets of the Portfolio
up to $100 million, .70% of such assets on the next $400 million and .65% of
such assets on amounts in excess of $500 million. Janus Capital Corporation is
the sub-investment manager for the Janus Mid Cap Portfolio. For providing
investment management services to the T. Rowe Price Small Cap Growth Portfolio,
we receive monthly compensation from the Portfolio at an annual rate of .55% of
the average daily value of the aggregate net assets of the Portfolio up to $100
million, .50% of such assets on the next $300 million and .45% of such assets
in excess of $400 million. T. Rowe Price Associates, Inc. is the sub-investment
manager for the T. Rowe Price Small Cap Growth Portfolio.

For providing investment management services to the Scudder Global Equity
Portfolio, we receive monthly compensation from the Portfolio at an annual rate
of .90% of the average daily value of the aggregate net assets of the Portfolio
up to $50 million, .55% of such assets on the next $50 million, .50% of such
assets on the next $400 million and .475% of such assets on amounts in excess
of $500 million. Scudder Kemper Investments, Inc. (formerly Scudder, Stevens &
Clark, Inc.) is the sub-investment manager for the Scudder Global Equity
Portfolio.

Sub-investment management services are provided to us and we pay fees for
such services according to contracts between us and each of the sub-investment
managers. Sub-investment management fees are solely our responsibility, not
that of the Metropolitan Fund.

The Metropolitan Fund is more fully described in its prospectus and the
Statement of Additional Information that the prospectus refers to. The
Metropolitan Fund's prospectus is attached at the end of this prospectus. The
Statement of Additional Information is available upon request.

PURCHASE PAYMENTS
................................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Yes. All purchase payments and all requests you may have concerning the
Contracts, like a change in beneficiary, should be sent to one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses for
these Offices. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have a purchase payment credited to
you, we must receive it and completed documentation. We will provide the
appropriate forms. Under certain group Contracts, your employer, or the group
in which you are a participant or member must also identify you to us on their
reports to us and tell us how your purchase payments should be allocated among
the investment divisions and the Fixed Interest Account.

Your first purchase payment is normally credited to you within two days of
receipt at our Designated Office. However, if you fill out our forms
incorrectly or incompletely or other documentation is not completed properly,
we have up to five business days to credit the payment. If the problem cannot
be resolved by the fifth business day, we will notify you and give you the
reasons for the delay. At that time, you will be asked whether you agree to let
us keep the purchase payment until the problem is remedied. If you do not agree
or we cannot reach you by the fifth business day, your purchase payment will be
returned immediately.

For IRA, Roth IRA and Non-Qualified Contracts, your purchase payments may
also be made "automatically" through procedures that we call "automatic payroll
deduction" and "check-o-matic." With automatic payroll deduction, your employer
deducts an amount from your salary and makes the purchase payment for you. With
check-o-matic, your bank deducts monies from your bank checking account and
makes the purchase payment for you.

Purchase payments, including check-o-matic payments, are effective and valued
as of 4:00 p.m. Eastern time, on the day we receive them at our Designated
Office, except when they are received (1) on a day when the accumulation unit
value (discussed later in this Prospectus) is not calculated or (2) after 4:00
p.m., Eastern time. In those cases, the purchase payments will be effective the
next day the accumulation unit value is calculated.

Under certain circumstances, we may be able to electronically submit your
complete initial application to

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...............................................................

our Designated Office. For the purpose of crediting and valuing any purchase
payment electronically submitted with your initial application we may, for
certain Contracts, treat the electronic purchase payment as a payment received
at our Designated Office if: (1) the electronic purchase payment is received at
the Designated Office accompanied by a correct and complete electronic
application record; and (2) your actual purchase payment, application and other
documentation are received in good order at our Designated Office within five
business days following the transmission of the electronic record. In such
case, the sales representative or local office will electronically transmit a
record of your purchase payment and application and then forward your actual
purchase payment, application and other documentation to our Designated Office.
Generally, the electronic record is received at our Designated Office the
business day following its transmission by the sales representative or local
office. If, however, your purchase payment and application are received at our
Designated Office before the electronic record, then your purchase payment will
be credited and valued as of the date it is received.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There is no minimum purchase payment. We may reject purchase payments over
$500,000. Your purchase payments may also be limited by the Federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

You decide how a purchase payment is allocated among the Fixed Interest
Account and the investment divisions of the Separate Account available to your
Contract. Allocation changes for new purchase payments will be made upon our
receipt of your notification of changes. You may also specify a day as long as
it is within 30 days after we receive the request.

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the Federal tax laws.

You may continue to make purchase payments while you receive Systematic
Withdrawal Income Program payments, as described later in this Prospectus,
except if purchase payments are made through automatic payroll deduction,
check-o-matic, salary reduction or salary deduction.

In order to comply with regulatory requirements in Washington and Oregon, we
may limit the ability of a resident of either state to make purchase payments
(1) after the Contract has been held for more than three years, if the Contract
was issued after age 60 or (2) after age 63, if the Contract was issued before
age 61.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
................................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units." When you make purchase payments or transfers into an
investment division, you are credited with accumulation units. When you request
a withdrawal or a transfer of money from an investment division, accumulation
units are liquidated. In either case, the number of accumulation units you gain
or lose is determined by taking the amount of the purchase payment, transfer or
withdrawal and dividing it by the value of an accumulation unit on the date the
transaction occurs. For example, if an accumulation unit is $10.00 and a $500
purchase payment is made, the number of accumulation units credited is 50 ($500
divided by $10 = 50). We calculate accumulation units separately for each
investment division of the Separate Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

We calculate accumulation unit values once a day on every day the New York
Stock Exchange is open for trading. We call the time between two consecutive
accumulation unit value calculations the "Valuation Period." We have the right
to change the basis for the Valuation Period, on 30 days' notice, as long as it
is consistent with the law. All purchase payments, transfers and withdrawals
are valued as of the end of the Valuation Period during which the transaction
occurred. The accumulation unit values can increase or decrease, based on the
investment performance of the corresponding underlying portfolios. If the
investment performance is positive, after payment of Separate Account expenses,
accumulation unit values will go up. Conversely, if the investment performance
is negative, after payment of Separate Account expenses, accumulation unit
values will go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation Period
to Valuation Period to reflect the upward or downward performance of the assets
in the underlying portfolios. The experience factor is calculated as of the end
of each Valuation Period using the net asset value per share of the underlying
portfolio.The net asset value includes the per share amount of any dividend or
capital gain distribution paid by the portfolio during the current Valuation
Period, and subtracts any per share charges for taxes and reserve for taxes. We
then divide that amount by the net asset value per share as of the end of the
last Valuation Period to obtain a factor that reflects investment performance.
We then subtract a charge not

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to exceed .000034035 (the daily equivalent of an effective annual rate of
1.25%) for the Contracts for each day in the Valuation Period. This charge is
to cover the general administrative expenses and the mortality and expense risk
we assume under the Contracts.

To calculate an accumulation unit value we multiply the experience factor for
the Valuation Period by the last previously calculated accumulation unit value.
For example, if the last previously calculated accumulation unit value is
$12.00 and the experience factor for the period was 1.05, the new accumulation
unit value is $12.60 ($12.00 X 1.05). On the other hand, if the last previously
calculated accumulation unit value is $12.00 and the experience factor for the
period was .95, the new accumulation unit value is $11.40 ($12.00 X .95).

WITHDRAWALS AND TRANSFERS
................................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Contract or transfer it from one investment division to another or to the Fixed
Interest Account.

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of transfers. Your request must tell us the percentage
or dollar amount to be withdrawn or transferred and we may require that this
request be made on the form we provide for this purpose. If we agree, you may
also submit an authorization directing us to make transfers on a continuing
periodic basis from one investment division to another or to and from the Fixed
Interest Account. We may require that you maintain a minimum Account Balance in
investment divisions from which amounts are transferred based upon an
authorization.

WHEN WILL WITHDRAWALS OR TRANSFERS BE PROCESSED?

Generally, we will process withdrawals or transfers as of the end of the
Valuation Period during which we receive your request at our Designated Office.
We will make it as of a later date if you request. If you die before the
requested date, we will cancel the request and pay the death benefit instead.
If the withdrawal is made to provide income payments, it will be made as of the
end of the Valuation Period ending most recently before the date the income
annuity is purchased.

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, you can make payments directly to other investments on a tax-
free basis, if you so request, but only if all applicable requirements of the
Code are met, and we receive all information necessary for us to make the
payment.

CAN YOU MAKE CHANGES BY TELEPHONE?

Yes. You can request transfers, change your allocation of future investments
and make changes to transfers made on a continuing periodic basis from one
investment division to another or to and from the Fixed Interest Account by
telephone unless prohibited by state law. If we agree and you complete the form
we supply, you may also authorize your sales representative to request
transfers, change your allocation of future investments and make changes to
transfers made on a continuing periodic basis from one investment division to
another or to and from the Fixed Interest Account on your behalf by telephone.
Whether you or your sales representative make such requests by telephone, you
are authorizing us to act upon the telephone instructions of any person
purporting to be you or, if applicable, your sales representative, assuming our
procedures have been followed, to make these requests which affect both your
Fixed Interest and Separate Account Balances. We have instituted reasonable
procedures to confirm that any instructions communicated by telephone are
genuine. All telephone calls making such requests will be recorded. You (or the
sales representative) will be asked to produce your personalized data prior to
our initiating any requests by telephone. Additionally, as with other
transactions, you will receive a written confirmation of your transaction.
Neither we nor the Separate Account will be liable for any loss, expense or
cost arising out of any requests that we or the Separate Account reasonably
believe to be genuine. In the unlikely event that you have trouble reaching us,
requests should be made to the Designated Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for IRA, Roth IRA, SIMPLE
IRA, SEP and Non-Qualified Contracts, you may request us to make "automatic"
withdrawals for you on a periodic basis through our Systematic Withdrawal
Income Program ("SWIP"). SWIP payments are not payments made under an income
option or under an Income Annuity, as described later in this Prospectus. You
may choose to receive SWIP payments for either a specific dollar amount or a
percentage of your Account Balance. Each SWIP payment must be at least $50.
Your payment date is the date we make payment, which is not the date you
receive it. You should allow approximately 10 business days for processing your
request. If we do not receive the request at least 10 business days in advance
of the SWIP payment start date, we will process your first SWIP payment the
following month. If you do not specify

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a payment date, payments will commence 30 days from the date we receive your
request. The date of the first SWIP payment is your SWIP anniversary date.
Requests to commence SWIP payments may not be made by telephone. Changes to
the specified dollar amount or percentage or to alter the timing of payments
may be made once a year effective on the SWIP anniversary date. Requests for
such changes must be made at least 30 days prior to the SWIP anniversary date.
You may cancel your SWIP request at any time by telephone or by writing us at
the Designated Office.

FROM WHICH INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Each SWIP payment will be taken on a pro rata basis from the Fixed Interest
Account and investment divisions of the Separate Account in which you then
have money. If your Account Balance is insufficient to make a requested SWIP
payment, the remaining Account Balance will be paid to you. On or about July
1, 1998, you will be able to select the percentage to be withdrawn from each
investment division and/or the Fixed Interest Account based on your
preference. If you do not specify percentages or if there are insufficient
amounts in one or more of your selected investment divisions or the Fixed
Interest Account, then your SWIP payment will automatically be taken on a pro
rata basis from the Fixed Interest Account and investment divisions in which
you then have money.

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments comprise the first withdrawal of the Contract Year and are
within the 10% Free Corridor, calculated for this purpose as 10% of the
Account Balance on the SWIP anniversary date, no SWIP payment will be subject
to an early withdrawal charge. (Depending on underwriting and plan
requirements, the first Contract Year is the initial three to fifteen month
period the Contract is in force; thereafter, it is each subsequent twelve
month period). SWIP payments in excess of the 10% Free Corridor and SWIP
payments that comprise the second or later withdrawal of the Contract Year
will be subject to an early withdrawal charge unless the payments are from
other amounts to which an early withdrawal charge no longer applies. See
"Deductions and Charges," pages A-PPA 15-16.

SWIP payments are treated as withdrawals for Federal income tax purposes.
All or a portion of the amounts withdrawn under SWIP will be subject to
Federal income tax. If you are under age 59 1/2, tax penalties may also apply.
See "Taxes," pages A-PPA-27-31.

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

Yes. Rather than receiving your minimum distribution in one annual payment,
you may request that we make minimum distribution payments to you on a
periodic basis. However, you may be required to meet certain total Account
Balance minimums at the time you request periodic minimum distribution
payments.

DEDUCTIONS AND CHARGES
...............................................................................

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges. (There is a $20
annual Contract fee imposed on certain Fixed Interest Account balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Contract
purchasers and participants may live for a longer period of time than we
estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay
will be larger than the Account Balance. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Contracts will be greater than we estimated.

These charges do not reduce the number of accumulation units credited to
you. These charges are calculated and paid every time we calculate the value
of accumulation units. (See "How is an accumulation unit value calculated?" on
A-PPA-13.)

The sum of these charges on an annual basis (computed and payable each
Valuation Period) will not exceed 1.25% of the average value of the assets in
each investment division. Of this charge, we estimate that .50% is for
administrative expenses and .75% is for the mortality and expense risk.

During 1997, these charges were $87,711,107 for all contracts in Separate
Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

Some jurisdictions tax what are called "annuity considerations." These may
include purchase payments,

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account balances and death benefits. In most jurisdictions, we currently do not
deduct any money from purchase payments, Account Balances or death benefits to
pay these taxes. Our practice generally is to deduct money to pay annuity taxes
only when you purchase an income annuity. In Mississippi, Wyoming, South
Dakota, Kentucky and Washington, D.C., we may also deduct money to pay annuity
taxes on lump sum withdrawals or when you purchase an income annuity. We may
deduct an amount to pay annuity taxes sometime in the future since the laws and
the interpretation of the laws relating to annuities are subject to change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page A-PPA-33.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The following paragraphs describe how the early withdrawal charge is
determined. The early withdrawal charge reimburses us for our costs in selling
the Contracts. We may use any of our profits derived from the mortality and
expense risk charge to pay for any of our costs in selling the Contracts that
exceed the revenues generated by the early withdrawal charge. However, we
believe that our sales expenses may exceed revenues generated by the early
withdrawal charge and, in such event, we will pay such excess out of our
surplus.

To determine the early withdrawal charge for Preference Plus Contracts, we
treat your Fixed Interest Account and Separate Account as if they were a single
account and ignore both your actual allocations and what account or investment
division the withdrawal is actually coming from. To do this, we first assume
that your withdrawal is from amounts (other than earnings) that can be
withdrawn without an early withdrawal charge, then from other amounts (other
than earnings) and then from earnings, each on a "first-in-first-out" basis.
Once we have determined the amount of the early withdrawal charge, we will
actually withdraw it from each investment division in the same proportion as
the withdrawal is being made. In determining what the withdrawal charge is, we
do not include earnings, although the actual withdrawal to pay it may come from
earnings.

For partial withdrawals from an investment division, the early withdrawal
charge is determined by dividing the amount that is subject to the early
withdrawal charge by 100% minus the applicable percentage shown below. Then we
will make the payment directed, and withdraw the early withdrawal charge from
that investment division.

For a full withdrawal from an investment division we multiply the amount to
which the withdrawal charge applies by the percentage shown below, keep the
result as an early withdrawal charge and pay you the rest. We will treat your
request as a request for a full withdrawal from an investment division if your
Account Balance in that investment division is not sufficient to pay both the
requested withdrawal and the early withdrawal charge.

For the Contracts, withdrawal charges are imposed on amounts (other than
earnings) for the first seven years after the purchase payment is received as
shown in the table below.

DURING PURCHASE PAYMENT YEAR

[Download Table]

[8 &
1 2 3 4 5 6 7 BEYOND]

7% 6% 5% 4% 3% 2% 1% 0%

As required by the Federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. When no allocations or
transfers are made to the Separate Account, except in connection with the
Equity Generator SM investment strategy, withdrawal charges will be calculated
as described above, but the charge imposed will not exceed earnings.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
................................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amounts
withdrawn may also be subject to Federal income tax, see "Taxes," pages A-PPA-
27-31. We may require proof satisfactory to us that any necessary conditions
have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to and from the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

3. A Free Corridor withdrawal: the Free Corridor is the first withdrawal of
up to 10% of your Account Balance during the Contract Year.

4. Free Look: You may cancel your Contract within 10 days (20 days in North
Dakota and Idaho) after you receive it by telling us in writing. We will then
refund all

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of your purchase payments (however for Contracts issued in New York, Illinois,
Minnesota and Pennsylvania we will instead pay you your Account Balance). The
Free Look is 30 days if the Contract was issued to you in California and you
are 60 years old or older. If you cancel the Contract, we will then refund
your Account Balance. If you purchased your Contract by mail, you may have
more time to return your Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

7. Except for Non-Qualified and Roth IRA Contracts, the withdrawal is
required to avoid Federal income tax penalties or to satisfy Federal income
tax rules or Department of Labor regulations that apply to the Contract from
which the withdrawal is made.

8. Transfer from other MetLife Contracts: (A) For transfers prior to January
1, 1996: If you rolled over amounts from other MetLife contracts we designate,
of the following two formulas, we will apply the one that is more favorable to
you:

(1) treat our other contract and this Contract as if they were one for
purposes of determining when a purchase payment was made, credit your purchase
payments with the time you held them under our other contract prior to the
time they were rolled over or

(2) subject the rollover amounts to a withdrawal charge determined as
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

[Download Table]

[6 &
1 2 3 4 5 BEYOND]

5% 4% 3% 2% 1% 0

(B) For transfers commencing on or after January 1, 1996:

(1) If you roll over amounts from other MetLife contracts we designate that
have been in force at least two years (except as covered in (2) below), we
will apply the one of the following two formulas that is more favorable to
you: (a) the same withdrawal charge schedule that would have applied to the
rollover amounts had they remained in your other MetLife contracts, however,
any exceptions or reductions to the basic withdrawal charge percentage that
this Contract does not provide for (such as a 0% charge at the end of an
interest rate guarantee period or a 3% charge at the third anniversary) will
not apply; or (b) subject the rollover amounts to a withdrawal charge
determined as described above in "What is the early withdrawal charge (sales
load)?" as follows:

DURING PURCHASE PAYMENT YEAR

[Download Table]

6 &
1 2 3 4 5 BEYOND

5% 4% 3% 2% 1% 0%

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

(2) If the other MetLife contracts have been in force less than two years or
provide for a separate withdrawal charge for each purchase payment, we will
treat the other contracts and this Contract as if they were one for purposes
of determining when a purchase payment was made by crediting under this
Contract your purchase payments with the time you held them under our other
contract prior to the date they were rolled over.

(C) We may instead, if provided for by this Contract, treat another contract
and this Contract as if they were one for purposes of determining when a
purchase payment was made by deeming your purchase payments to have been made
under this Contract on the dates they were made under the other contract.

9. Nursing Home or Terminal Illness: To the first withdrawal if you or your
spouse (A) is a resident in certain nursing home facilities for at least 90
consecutive days or (B) has been diagnosed as terminally ill and is expected
to die within twelve months, but only if this provision has been approved by
your state.

10. If permitted under the tax laws and approved in your state, you accept
an amendment to your IRA Contract, converting it to a Roth IRA Contract.

DEATH BENEFIT
...............................................................................

WHAT IS THE DEATH BENEFIT?

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

The death benefit will not be paid until we receive proof of death and
appropriate directions regarding the Account Balance. If we receive proof of
death without any appropriate directions, we will take no action with regard
to the Account Balance until we receive appropriate directions.

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You name your beneficiary.

The payee may take a lump sum cash payment or apply the death benefit (less
any applicable annuity taxes) to an income annuity from the types available
under your Contract.

INCOME OPTIONS
................................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your Account Balance and apply that
money (less any annuity taxes and applicable Contract charges that must be
paid) to an income annuity.

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis. Non-life contingent annuities are available which
guarantee payments for at least five years, but not more than 30 years.

Other life annuity options are available which have a refund feature or are
guaranteed for a period of time and are life contingent afterwards. The amount
of the initial payment under an income annuity must be at least $50 ($20 in
Massachusetts). You may defer receipt of income payments for up to 12 months
once an income annuity has been elected.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

Both fixed and variable income options are available. Under a fixed income
option, we guarantee a specified, fixed payment, which will depend on the
income option chosen, the age and sex of the annuitant and joint annuitant, if
applicable, (except where unisex rates are required by law) and the portion of
your Account Balance used to provide the fixed income option. If a currently
issued immediate annuity of the same type will provide greater income payments,
the immediate annuity rates will be used.

If you do not select an income option by the date the Contract specifies, you
have not withdrawn your entire Account Balance, and your Contract was not
issued under a retirement plan, you will be issued a life annuity with a ten
(10) year guarantee. In that case, if you do not tell us otherwise, your Fixed
Interest Account Balance will be used to provide a fixed income option and your
Separate Account Balance will be used to provide a variable income option.

More information concerning the variable income option, including investment
choices, determining the value of variable income payments, transfers,
deductions and charges, variable income option types and taxes are discussed
under "Income Annuities."

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SECTION II: INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
..............................................................

WHAT ARE INCOME ANNUITIES?

Income Annuities provide you with a series of payments for either a period
of time or life that are based upon the investment performance of the
investment divisions of the Separate Account. The amount of the payment will
fluctuate and is not guaranteed as to a specified amount. You may elect to
have a portion of your income payment under the fixed income option that is
guaranteed by MetLife's general account. That portion of the payment from the
fixed income option will not fluctuate and is fixed. You may purchase an
Income Annuity (except for Roth IRAs where this is not available) even if you
did not have a Contract during the accumulation period.

Income Annuities can be either group or individual and are offered as IRAs,
SIMPLE IRAs, SEPs, TSAs, PEDC, Keogh, 403(a) and Non-Qualified annuities. This
prospectus also describes Roth IRA Income Annuities which are available only
if purchased with the Account Balance of a Roth IRA Contract. Some income
annuities have a reduced general administrative expenses and mortality and
expense risk charge as a result of reduced administration expenses.

This Prospectus describes five types of Income Annuities: IRAs, Roth IRAs,
SIMPLE IRAs, SEPs and Non-Qualified Annuities.

MAY THE INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. Your Income Annuity may provide that your choice of income types is
subject to the terms of your retirement plan. Your Income Annuity will
indicate under which circumstances this is the case. We may rely on your
employer's or plan administrator's statements to us as to the terms of the
plan or your entitlement to any amounts. We will not be responsible for
determining what your plan says.

WHAT ARE THE INVESTMENT CHOICES?

The investment choices provided through the Separate Account are the Income,
Diversified, Stock Index, Growth, Aggressive Growth, International Stock
Divisions, and, if approved in your state, Loomis Sayles High Yield Bond,
Janus Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity
Divisions described earlier in Section 1 under "Your Investment Choices." If
you are covered under a group Income Annuity, the employer, association or
group may have limited the number of available divisions. Your Income Annuity
will indicate which divisions were available to you when we issued it. We may
add or eliminate divisions for some or all persons. In some states, you may be
limited to four investment divisions to provide the variable income payment or
up to three investment divisions if a fixed income option is also selected.

ADMINISTRATION
...............................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Income Annuities should be
sent to our Designated Office. We will provide you with the address for this
Office. All checks should be payable to "MetLife." You can also make certain
requests by telephone. In order to have the purchase payment for the Income
Annuity credited to you, we must receive your payment and complete
documentation. We will provide the appropriate forms. Under group Income
Annuities, your employer or the group in which you are an annuitant or member
must also identify you to us on their reports and tell us how the purchase
payment should be allocated among the investment divisions of the Separate
Account and the fixed income option.

Your purchase payment is normally credited to you within two days of receipt
at our Designated Office. However, if you fill out our forms incorrectly or
incompletely or other documentation is not completed properly, we have up to
five business days to credit the purchase payment. If the problem cannot be
resolved by the fifth business day, we will notify you and give you the
reasons for the delay. At that time, you will be asked whether you agree to
let us keep the purchase payment until the problem is remedied. If you do not
agree, your purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., Eastern time, on
the day we receive them at our Designated Office, except when they are
received (1) on a day when the annuity unit value (which will be discussed
later in this Prospectus) is not calculated or (2) after 4:00 p.m., Eastern
time. In those cases, the payment will be effective the next day the annuity
unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Income Annuity.

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...............................................................

DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
...............................................................................

WHAT IS AN ANNUITY UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"annuity units." These annuity units are similar to "accumulation units"
described earlier in Section I except that we deduct the contract fee (which
may be waived) and applicable annuity taxes from the purchase payment before
we determine the number of annuity units in each investment division chosen.

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

We calculate annuity unit values once a day on every day the New York Stock
Exchange is open for trading. We call the time between two consecutive annuity
unit value calculations the "Valuation Period." We have the right to change
the basis for the Valuation Period, on 30 days' notice, as long as it is
consistent with the law. All purchase payments and transfers are valued as of
the end of the Valuation Period during which the transaction occurred. The
annuity unit values can increase or decrease, based on the investment
performance of the corresponding underlying portfolios. If the investment
performance is positive, after payment of Separate Account expenses and the
deduction for the assumed investment rate ("AIR"), discussed later in this
Prospectus, annuity unit values will go up. Conversely, if the investment
performance is negative, after payment of Separate Account expenses and the
deduction for the AIR, annuity unit values will go down.

When we determine the annuity unit value for an investment division, we use
the same "experience factor" as that derived for the calculation of
accumulation units as described in Section I.

To calculate an annuity unit value, we first multiply the experience factor
for the period by a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (The AIR may be in the range of 3% to 6%, as defined in your Income
Annuity and the laws in your state.) The resulting number is then multiplied
by the last previously calculated annuity unit value to produce the new
annuity value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

Variable income payments can go up or down based upon the investment
performance of the investment divisions in the Separate Account. AIR is the
rate used to determine the first variable income payment and serves as a
benchmark against which the investment performance of the investment divisions
is compared. The higher the AIR, the higher the first variable income payment
will be. Subsequent variable income payments will increase only to the extent
that the investment performance of the investment divisions exceeds the AIR
(and Separate Account charges). Variable income payments will decline if the
investment performance of the Separate Account does not exceed the AIR (and
Separate Account charges). A lower AIR will result in a lower initial variable
income payment, but subsequent variable income payments will increase more
rapidly or decline more slowly as changes occur in the investment performance
of the investment divisions.

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

Variable income payments are determined as of the 10th day prior to the date
each variable income payment is to be paid or the issue date, if later. Each
variable income payment may vary from a prior payment, depending, as discussed
above, upon the investment performance of the investment divisions, the AIR
and Separate Account charges.

TRANSFERS
...............................................................................

CAN YOU MAKE TRANSFERS?

You can make transfers from one investment division to another or from an
investment division to a fixed income option as long as the total number of
investment divisions under your Income Annuity is no greater than four (or
three investment divisions if a fixed income option is chosen). You may make
an unlimited number of transfers. Your request must tell us the percentage to
be transferred. You may not make a transfer from the fixed income option to an
investment division.

WHEN WILL TRANSFERS BE PROCESSED?

Generally, we will process a transfer as of the end of the Valuation Period
during which we receive your request at our Designated Office. We will make it
as of a later date if you request. If you die before the requested date, we
will cancel the request and continue to make payments to your beneficiary
under a guarantee or a joint annuitant or pay your beneficiary a refund, if
you have chosen one of these income types.

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. If we agree, and you complete the form we supply, you may also authorize
your sales representative to make transfer requests on

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...............................................................
your behalf by telephone. All telephone transfers are subject to the same
procedures and limitations of liability as described earlier in Section I.

DEDUCTIONS AND CHARGES
................................................................................

WHAT IS THE CONTRACT FEE?

A one time $350 contract fee is taken from your purchase payment prior to
crediting annuity units and determining the amount of any fixed income
payments. This charge covers our administrative costs which include preparation
of the Income Annuities, review of applications and recordkeeping. If you
purchase an Income Annuity as the variable income option under your Contract
and you purchased the Contract at least two years earlier, the contract fee
will be waived.

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitants may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Income Annuity will be greater than we estimated.

These charges do not reduce the number of annuity units credited to you.
These charges are calculated and paid every time we calculate the value of
annuity units. (See "How is an annuity unit value calculated?" on A-PPA-20.)

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

Yes. Some jurisdictions tax what are called "annuity considerations." We
deduct money to pay annuity taxes when you make the purchase payment. A chart
that shows the states where annuity taxes are charged and the amount of these
taxes is on page A-PPA-33.

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Three persons figure in the description below: the owner of the Income
Annuity (the person with all rights under the Contract including the right to
direct who receives payments), the annuitant (the person whose life is the
measure for determining the timing and sometimes the amount of income payments)
and the beneficiary (the person who may receive benefits if no annuitants or
owners are living).

Your Lifetime Annuity--A variable income payable during the annuitant's life.

Your Lifetime with a Guaranteed Period Annuity--A variable income payable
during the annuitant's life. If, at the death of the annuitant, payments have
been made for less than the guarantee period, payments are made to the owner of
the annuity (or the beneficiary if the owner dies before the end of the
guarantee period) for the rest of the guarantee period.

Your Lifetime With a Refund Annuity--A variable income payable during the
annuitant's life. If, at the death of the annuitant, the total of all of our
payments is less than the purchase payment that we received, we will pay an
amount equal to the difference to the owner of the annuity (or to the
beneficiary if the owner is not alive) when the annuitant dies.

Income for Two Lives Annuity--A variable income payable while either of two
annuitants is alive. After one annuitant dies payments continue if the other
annuitant is alive, otherwise payments stop. Payments after one annuitant dies
may be the same as those paid while both were alive or may be a lower
percentage selected when the annuity is purchased (e.g. 75%, 66 2/3% or 50%).

Income for Two Lives with a Guaranteed Period Annuity--This is the same as
the Income for Two Lives Annuity described above, but we guarantee to pay the
full amount (not a reduced percentage) for the guarantee period even if one or
both annuitants die. If, at the death of both annuitants, payments have been
made for less than the guarantee period, payments are made to the owner of the
annuity (or the beneficiary if the owner dies before the end of the guarantee
period) for the rest of the guarantee period.

Income for Two Lives with a Refund Annuity--This is the same as the Income
for Two Lives Annuity described above but if, at the death of both annuitants,
the total of all of our payments is less than the purchase payment that we
received, we will pay an amount equal to the difference to the owner of the
annuity (or to the beneficiary if the owner is not alive) when the annuitant
dies.

Income for a Guaranteed Period Annuity--A variable income payable for a
guarantee period (5-30 years). Payments cease at the end of the guarantee
period (which is often called a "term certain" period) even if the annuitant is
still alive. If the annuitant dies prior to the end of the guarantee period,
payments are made to the owner of the annuity (or to the beneficiary if the
owner dies before the end of the guarantee period) for the rest of the
guarantee period.

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...............................................................

IS THERE A FREE LOOK?

Yes. There is a Free Look when you purchase an Income Annuity. There is no
Free Look when an Income Annuity is the variable income option under a
Contract. You may cancel your Income Annuity within 10 days (20 days in North
Dakota and Idaho) after you receive it by telling us in writing. We will then
refund your purchase payment (however, for Income Annuities issued in
Pennsylvania, Illinois and Minnesota we will instead pay you the value of your
annuity units). The Free Look is 30 days if the Income Annuity was issued in
California and you are 60 years old or older. If you cancel the Income
Annuity, we will then refund the value of your annuity units. If you purchased
your Income Annuity by mail, you may have more time to return your Income
Annuity.

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SECTION III: OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS
....................................
...........................

CAN WE CANCEL YOUR CONTRACT OR INCOME ANNUITY?

We may not cancel your Income Annuity.

We may cancel your Contract. If we do so for a Contract delivered in New
York, we will return the full Account Balance. In all other cases, you will
receive an amount equal to what you would have received if you had requested a
total withdrawal of your Account Balance. Early withdrawal charges may apply.

We will only cancel your Contract if we do not receive any purchase payments
for you for 36 consecutive months and your Account Balance is less than
$2,000. We will only do so to the extent allowed by law.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Yes. If your plan is subject to ERISA (the Employee Retirement Income
Security Act of 1974) and you are married, the income payments, withdrawal
provisions, and methods of payment of the death benefit under your Contract or
Income Annuity may be subject to your spouse's rights as described below.

Generally, the spouse must give qualified consent whenever you elect to:

a. choose income payments other than on a qualified joint and survivor
annuity basis ("QJSA") (one under which we make payments to you during
your lifetime and then make payments reduced by no more than 50% to your
spouse for his or her remaining life, if any); or choose to waive the
qualified pre-retirement survivor annuity benefit ("QPSA") (the benefit
payable to the surviving spouse of a participant who dies with a vested
interest in an accrued retirement benefit under the plan before payment
of the benefit has begun);

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary;

d. use your accrued benefit as security for a loan exceeding $5,000.

Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must meet
certain requirements, including that it be in writing that acknowledges the
identity of the designated beneficiary and the form of benefit selected,
dated, signed by your spouse, witnessed by a notary public or plan
representative and in a form satisfactory to us. The waiver of a QJSA
generally must be executed during the 90-day period ending on the date on
which income payments are to commence, or the withdrawal or the loan is to be
made, as the case may be. If you die before benefits commence, your surviving
spouse will be your beneficiary unless he or she has given a qualified consent
otherwise. The qualified consent to waive the QPSA benefit and the beneficiary
designation must be made in writing that acknowledges the designated
beneficiary, dated, signed by your spouse, witnessed by a notary public or
plan representative and in a form satisfactory to us. Generally, there is no
limit to the number of beneficiary designations as long as a qualified consent
accompanies each designation. The waiver of and the qualified consent for the
QPSA benefit generally may not be given until the plan year in which you
attain age 35. The waiver period for the QPSA ends on the date of your death.

If your benefit is worth $5,000 or less, your plan may provide for
distribution of your entire interest in a lump sum without spousal consent.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as check-o-matic, SWIP payments and pre-authorized
systematic purchase payments which are transfers from the Fixed Interest
Account, may be confirmed quarterly.

CAN WE CHANGE THE PROVISIONS OF YOUR CONTRACT OR INCOME ANNUITY?

Yes. We have the right to make certain changes to your Contract or Income
Annuity, but only as permitted by law. We make changes when we think they
would best serve the interest of all participants or would be appropriate in
carrying out the purposes of the Contract or Income Annuity. If the law
requires, we will also get your approval and that of any appropriate
regulatory authorities. Examples of the changes we may make include:

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...............................................................
1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

3. To transfer any assets in an investment division to another investment
division, or to one or more separate accounts, or to our general account, or
to add, combine or remove investment divisions in the Separate Account.

4. To substitute for the portfolio shares in any investment division, the
shares of another class of the Metropolitan Fund or the shares of another
investment company or any other investment permitted by law.

5. To change the way we assess charges, but without increasing the aggregate
amount charged to the Separate Account and any currently available portfolio
in connection with the Contracts or Income Annuities.

6. To make any necessary technical changes in the Contracts or Income
Annuities in order to conform with any of the above-described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an Account Balance, we will notify
you of the change. You may then make a new choice of investment divisions. For
Contracts issued in Pennsylvania (and Income Annuities where required by law),
we will ask your approval before any technical changes are made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are
deemed attributable to the Contract or Income Annuity) at regular and special
meetings of the shareholders of the portfolio based on instructions received
from those having the voting interest in corresponding investment divisions of
the Separate Account. However, if the 1940 Act or any rules thereunder should
be amended or if the present interpretation thereof should change, and as a
result we determine that we are permitted to vote the shares of the portfolios
in our own right, we may elect to do so.

Accordingly, you have voting interests under the Contracts or Income
Annuities. The number of shares held in each Separate Account investment
division deemed attributable to you is determined by dividing the value of
accumulation or annuity units attributable to you in that investment division,
if any, by the net asset value of one share in the portfolio in which the
assets in that Separate Account investment division are invested. Fractional
votes will be counted. The number of shares for which you have the right to
give instructions will be determined as of the record date for the meeting.

Portfolio shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies or
annuity contracts (including the Contracts and Income Annuities) and for which
no timely instructions are received will be voted in the same proportion as
the shares for which voting instructions are received by that separate
account. Portfolio shares held in the general accounts or unregistered
separate accounts of MetLife or its affiliates will be voted in the same
proportion as the aggregate of (i) the shares for which voting instructions
are received and (ii) the shares that are voted in proportion to such voting
instructions. However, if we or an affiliate determine that we are permitted
to vote any such shares, in our own right, we may elect to do so subject to
the then current interpretation of the 1940 Act or any rules thereunder.

You will be entitled to give instructions regarding the votes attributable
to your Contract or Income Annuity in your sole discretion.

You may give instructions regarding, among other things, the election of the
board of directors, ratification of the election of independent auditors, and
the approval of investment and sub-investment managers.

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or investment policies for any portfolio if required by any insurance
regulatory authority; (2) to refrain from making any change in the investment
policies or any investment adviser or principal underwriter or any portfolio
which may be initiated by those having voting interests or the Metropolitan
Fund's board of directors, provided MetLife's disapproval of the change is
reasonable and, in the case of a change in investment policies or investment
manager, based on a good faith determination that such change would be
contrary to state law or otherwise inappropriate in light of the portfolio's
objective and purposes; or (3) to enter into or refrain from entering into any
advisory agreement or underwriting contract, if required by any insurance
regulatory authority.

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In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR CONTRACT OR INCOME ANNUITY AND DO YOU PAY A COMMISSION ON THE
PURCHASE OF YOUR CONTRACT OR INCOME ANNUITY?

All Contracts and Income Annuities, certificates and interests in the
Contracts and Income Annuities are sold through individuals who are our
licensed sales representatives. We are registered with the Securities and
Exchange Commission as a broker-dealer under the Securities Exchange Act of
1934, and we are a member of the National Association of Securities Dealers,
Inc. They also are sold through other registered broker-dealers. They also may
be sold through the mail.

The licensed sales representatives and broker-dealers who sell Contracts and
Income Annuities and certificates and interests in the Contracts and Income
Annuities may be compensated for these sales by commissions that we pay. There
is no front-end sale load deducted from purchase payments to pay sales
commissions. The Separate Account also does not pay sales commissions. The
commissions we pay range from 0% to 6% depending on the age of the participant
or annuitant.

We also make payments to our licensed sales representatives based upon the
total Account Balances of the Contracts assigned to the sales representative.
Under the program, we pay an amount up to .12% of the total Account Balances
of the Contracts, other registered variable annuity contracts, certain mutual
fund account balances and cash values of certain life insurance policies.
These asset based commissions compensate the sales representative for
servicing the Contracts. These payments are not made for Income Annuities.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. This performance is stated in terms of either
"yield," "change in accumulation unit value," "change in annuity unit value"
or "average annual total return" or some combination of the foregoing. Yield,
change in accumulation unit value, change in annuity unit value and average
annual total return figures are based on historical earnings and are not
intended to indicate future performance. The yield figures quoted in
advertisements will refer to the net income generated by an investment in a
particular investment division for a thirty day period or month, which is
specified in the advertisement, and then expressed as a percentage yield of
that investment. This percentage yield is then compounded semiannually. Change
in accumulation unit value or change in annuity unit value refers to the
comparison between values of accumulation or annuity units over specified
periods in which an investment division has been in operation, expressed as a
percentage. Change in accumulation unit value or change in annuity unit value
may also be expressed as an annualized figure. In addition, change in
accumulation unit value or change in annuity unit value may be used to
illustrate performance for a hypothetical investment (such as $10,000) over
the time period specified. Yield and change in accumulation unit value figures
do not reflect the possible imposition of an early withdrawal charge of up to
7% of the amount withdrawn attributable to a purchase payment, which may
result in a lower figure being experienced by the investor. Average annual
total return differs from the change in accumulation unit value and change in
annuity unit value because it assumes a steady rate of return and reflects all
expenses and applicable early withdrawal charges. Performance figures will
vary among the various Contracts and Income Annuities as a result of different
Separate Account charges and early withdrawal charges. Performance may be
calculated based upon historical performance of the underlying portfolios of
the Metropolitan Fund and may assume that certain Contracts were in existence
prior to their inception date. After the inception date, actual accumulation
unit or annuity unit data is used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time, the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit
and savings accounts. The Separate Account may use the Consumer Price Index in
its advertisements as a measure of inflation for comparison purposes. From
time to time, the Separate Account may advertise its performance ranking among
similar investments or compare its performance to averages as compiled by
independent organizations such as Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS(R) and The Wall Street Journal. The Separate Account
may also advertise its performance in comparison to appropriate indices, such
as the Standard & Poor's 500 Index, the Standard & Poor's Mid Cap 400 Index,
the Standard & Poor's 600 Index, the Russell 2000 Growth Index, the Lehman
Brothers Government/ Corporate Bond Index, the Merrill Lynch High Yield Bond
Index, The Morgan Stanley Capital International All Country World Index and
The Morgan Stanley Capital International, Europe, Australia, Far East (EAFE)
Index.

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Performance may be shown for two investment strategies that are made
available under certain Contracts. The first is the "Equity Generator." Under
the "Equity Generator," an amount equal to the interest earned during a
specified interval (i.e., monthly, quarterly) in the Fixed Interest Account is
transferred to the Stock Index Division or the Aggressive Growth Division. The
second technique is the "EqualizerSM." Under this strategy, once during a
specified period (i.e., monthly, quarterly), a transfer is made from the Stock
Index Division or the Aggressive Growth Division to the Fixed Interest Account
or from the Fixed Interest Account to the Stock Index Division or Aggressive
Growth Division in order to make the account and the division equal in value.
An "Equity Generator Return," "Aggressive Equity Generator Return," "Equalizer
Return" or "Aggressive Equalizer Return" will be calculated by presuming a
certain dollar value at the beginning of a period and comparing this dollar
value with the dollar value, based on historical performance, at the end of
the period, expressed as a percentage. The "Return" in each case will assume
that no withdrawals have occurred. We may also show performance for the Equity
Generator and Equalizer investment strategies using any other investment
divisions for which these strategies are made available in the future. If we
do so, performance will be calculated in the same manner as described above,
using the appropriate account and/or investment divisions.

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SECTION IV: TAXES
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GENERAL

Federal tax laws are complex and are subject to frequent change as well as to
judicial and administrative interpretation. The following is a general summary
intended to point out what we believe to be some general rules and principles,
and not to give specific tax or legal advice. Failure to comply with the law
may result in significant penalties. For details or for advice on how the law
applies to your individual circumstances, consult your tax advisor or attorney.
You may also get information from the Internal Revenue Service.

In the opinion of our attorneys, the Separate Account and its operations will
be treated as part of MetLife, and not taxed separately. We are taxed as a life
insurance company. Thus, although the Contracts and Income Annuities allow us
to charge the Separate Account with any taxes or reserves for taxes attribut-
able to it, we do not expect that under current law we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR DEFERRED CONTRACT?

All contributions under the Contracts, other than contributions under Non-
Qualified and Roth IRA Contracts, non-deductible contributions under IRA
Contracts and certain other qualified Contracts, will be contributed on a
"before-tax" basis. This means that the purchase payments either reduce your
income, entitle you to a tax deduction or are not subject to current income
tax. To the extent contributions to your Contract were not subject to Federal
income tax, withdrawals of these contributions will be subject to Federal
income taxes. Earnings under your Contract are generally subject to income tax
when distributed. However, "qualified distributions" of earnings from a Roth
IRA are not subject to Federal income tax.

Contributions to Non-Qualified and Roth IRA Contracts, as well as non-
deductible contributions to an IRA Contract, are made on an "after-tax" basis
so that making purchase payments does not reduce the taxes you pay. Earnings
under Non-Qualified and IRA Contracts are normally not taxed until withdrawn,
if you, as the owner, are an individual. Thus, that portion of any withdrawal
that represents income is taxed when you receive it, but that portion that
represents purchase payments is not, to the extent previously taxed. For Roth
IRA Contracts, "qualified distributions" of earnings are not subject to Federal
income tax. Withdrawals of contributions are generally not subject to income
tax. (Under a bill currently pending before Congress, penalty taxes may apply
if certain requirements are not met.)

The IRA Contracts accept both purchase payments that entitle you or the owner
to a current tax deduction or to an exclusion from income and those that do
not. Taxation of withdrawals depends on whether or not you or the owner were
entitled to deduct or exclude the purchase payments from income in compliance
with the Code. Roth IRA Contracts only accept "after-tax" contributions.

All taxable distributions from the Contracts will be subject to Federal
income tax withholding unless the payee elects to have no withholding. The rate
of withholding is as determined by the Code and Regulations thereunder at the
time of payment.

Each type of Contract is subject to various tax limitations. Typically,
except for the Non-Qualified Contracts, the maximum amount of purchase payment
is limited under Federal tax law and there are limitations on how long money
can be left under the Contracts before withdrawals must begin. A 10% tax
penalty applies to certain taxable withdrawals from the Contract (or in some
cases from the plan or arrangement that purchased the Contract) before you are
age 59 1/2. Under a SIMPLE IRA, the tax penalty is increased to 25% for
withdrawals during the first two years of an employee's participation in the
SIMPLE IRA. The following paragraphs will briefly summarize some of the federal
tax rules on a Contract-by-Contract basis, but will make no attempt to mention
or explain every single rule that may be relevant to you. We are not
responsible for determining if your plan or arrangement satisfies the
requirements of the Code.

Traditional IRA Contracts. Annual contributions to all IRAs may not exceed
the lesser of $2,000 or 100% of your "compensation" as defined by the Code,
except "spousal IRAs" discussed in the next paragraph. Generally, no
contributions are allowed during or after the tax year in which you attain age
70 1/2. Contributions other than those allowed are subject to a 6% excess
contribution tax penalty. Special rules apply to withdrawals of excess
contributions. These dollar and age limits do not apply to tax-free "rollovers"
or transfers from other IRAs or from other tax-favored plans that the Code
allows.

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contributions are fully deductible if your adjusted gross income is $30,000 or
less ($50,000 for married couples filing jointly, however, never fully
deductible for a married person filing separately), not deductible if your
adjusted gross income is over $40,000 ($60,000 for married couples filing
jointly, $10,000 for a married person filing separately) and if your adjusted
gross income falls between these amounts your maximum deduction will be phased
out. For an individual who is not an "active participant" but whose spouse is,
the adjusted gross income limits for the nonactive participant spouse is
$150,000 for a full deduction (with a phase-out between $150,000 and $160,000).
If you file a joint return and you and your spouse are under age 70 1/2, you
and your spouse may be able to make annual IRA contributions of up to $4,000
($2,000 each) to two IRAs, one in your name and one in your spouse's. Neither
can exceed $2,000, nor can it exceed your joint compensation.

Taxable withdrawals (other than tax-free transfers or "rollovers" to other
individual retirement arrangements) before age 59 1/2 are subject to a 10% tax
penalty. This penalty does not apply to withdrawals (1) paid to a beneficiary
or your estate after your death; (2) due to your permanent disability (as
defined in the Code); (3) made in substantially equal periodic payments (not
less frequently than annually) over the life or life expectancy of you or you
and another person named by you as your beneficiary; (4) to pay deductible
medical expenses; (5) to enable certain unemployed persons to pay medical
insurance premiums; (6) made after December 31, 1997 to pay for qualified
higher education expenses; or (7) made after December 31, 1997 for qualified
first time home purchases. If you are under age 59 1/2 and are receiving SWIP
payments that you intend to qualify as a series of substantially equal periodic
payments under (S)72(t) of the Code and thus not subject to the 10% tax
penalty, any modifications to your SWIP payments before age 59 1/2 or five
years after beginning SWIP payments will result in the retroactive imposition
of the 10% tax penalty. You should consult with your tax adviser to determine
whether you are eligible to rely on any exceptions to the 10% tax penalty
before you elect to receive any SWIP payments or make any modifications to your
SWIP payments.

If you made both deductible and non-deductible contributions, a partial
withdrawal will be treated as a pro rata withdrawal of both, based on all of
your IRAs (not just the IRA Contracts). The portion of the withdrawal
attributable to non-deductible contributions (but not the earnings on them) is
a nontaxable return of principal, and the 10% tax penalty does not apply. You
must keep track of which contributions were deductible and which weren't, and
make annual reports to the IRS if non-deductible contributions were made.

Withdrawals may be transferred to another IRA without Federal tax
consequences if Code requirements are met. Your Contract is not forfeitable and
you may not transfer it.

Your entire interest in the Contract must be withdrawn or begun to be with-
drawn generally by April 1 of the calendar year following the year in which you
reach age 70 1/2 and a tax penalty of 50% applies to withdrawals which should
have been made but were not. Complex rules apply to the timing and calculation
of these withdrawals. Other complex rules apply to how rapidly withdrawals must
be made after your death. Generally, if you die before the required withdrawals
have begun, we must make payment of your entire interest within five years of
the year in which you died or begin payments under an income annuity allowed by
the Code to your beneficiary over his or her lifetime or over a period not be-
yond your beneficiary's life expectancy starting by the December 31 of the year
following the year in which you die. If your spouse is your beneficiary, and,
if your Contract permits, payments may be made over your spouse's lifetime or
over a period not beyond your spouse's life expectancy starting by the December
31 of the year in which you would have reached age 70 1/2, if later. If your
beneficiary is your spouse, he or she may elect to continue the Contract as his
or her own IRA Contract after your death. If you die after the required with-
drawal has begun, payments must continue to be made at least as rapidly as un-
der the method of distribution that was used as of the date of your death. The
IRS allows you to aggregate the amount required to be withdrawn from each indi-
vidual retirement arrangement you own and to withdraw this amount in total from
any one or more of the individual retirement arrangements you own.

Roth IRA Contracts: You may contribute up to the annual contribution limit to
a Roth IRA in 1998 if your adjusted gross income is not in excess of $95,000
($150,000 for married couples filing jointly). The contribution limits to a
Roth IRA are phased out ratably for individuals with income between $95,000 and
$110,000 and for married couples filing jointly with income between $150,000
and $160,000; and for married couples filing separately between $0 and $10,000.
Annual contributions to all IRAs, including Roth IRAs, may not exceed the
lesser of $2,000 or 100% of your "compensation" as defined by the Code, except
for "spousal IRAs." These limits on annual contributions do not apply to a
rollover from a Roth IRA to another Roth IRA or a conversion from an existing
IRA to a Roth IRA. You may make contributions to a Roth IRA after age 70 1/2.
Excess contributions are subject to a 6% excess contribution tax penalty. Spe-
cial rules apply to withdrawals of excess contributions.

You may convert/rollover an existing IRA to a Roth IRA if your adjusted gross
income does not exceed

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$100,000 in the year you convert. If you are married but file separately, you
may not convert a non-Roth IRA into a Roth IRA.

Except to the extent you have non-deductible IRA contributions, the amount
converted from a non-Roth IRA into a Roth IRA is taxable. Generally, the 10%
early withdrawal penalty does not apply to conversions/ rollovers. (See possi-
ble exception discussed below.) For conversions occurring in 1998, the taxable
amount will be included ratably in income over a four year period beginning in
1998.

Distributions from a Roth IRA are made first from contributions and then
from earnings. Generally, withdrawals from contributions are not subject to
tax. However, under a bill pending with Congress, withdrawals of contributions
attributable to a non-Roth IRA may be subject to the 10% premature penalty tax
if made within five taxable years from the year of the conversion and you are
under age 59 1/2. Additionally, to the extent the withdrawal relates to a con-
version that received the four year income inclusion treatment, an additional
10% tax penalty will apply if a distribution is made within five taxable years
from the year of the conversion.

Withdrawals of earnings will not be subject to tax if they are a "qualified
distribution." In order to be a qualified distribution, the withdrawal must
be: (a) made at least five taxable years from the year of the first contribu-
tion to the Roth IRA or the most recent rollover/ conversion, whichever is
later, and (b) made after age 59 1/2, or for death, disability, or a first-
time home purchase (up to $10,000).

The withdrawal of earnings not meeting the foregoing requirements will be
subject to income tax and possibly the 10% premature tax penalty.

Mandatory minimum distribution rules do not apply while you are alive. Gen-
erally, the after death distribution rules for traditional IRAs apply to a
Roth IRA.

Since the Roth IRA was signed into the tax law in August, 1997, and many
aspects of the law have yet to be clarified, you should consult your tax
advisor regarding developments concerning the tax treatment of Roth IRAs and
the appropriateness of the Roth IRA to your particular situation.

SEP Contracts. Partners and sole proprietors may make purchase payments
under SEPs for themselves and their employees, and corporations may make
purchase payments under SEPs for their employees. Complex rules apply to which
employees or other persons must be allowed to participate, and what
contributions may be made for each of them. Once a contribution is made, you
(not the employer) have all rights to it. Once contributions are made (under
these SEP rules), your SEP generally operates as if it were an IRA purchased
by you under the IRA rules discussed above. An employer is not permitted to
establish a salary reduction SEP plan ("SARSEP") after December 31, 1996.
However, you may make contributions, in accordance with your plan's
provisions, to your existing SARSEP contract if your employer's SARSEP plan
was established prior to January 1, 1997.

SIMPLE IRAs. If an employer has no more than 100 employees (who earn at
least $5,000) and the SIMPLE IRA is the exclusive tax-qualified plan of the
employer, employees may make contributions on a before-tax basis of up to
$6,000 (subject to indexing) and the employer must generally match employee
contributions dollar-for-dollar up to 3% of compensation. Under certain
circumstances, the employer can elect to make a lesser matching contribution
or make a contribution equal to 2% of compensation for all eligible employees.
SIMPLE IRAs are exempt from complex nondiscrimination, top-heavy and reporting
rules. Once a contribution is made, you (not the employer) have all rights to
it. Once contributions are made under these SIMPLE IRA rules, your SIMPLE IRA
generally operates as if it were an IRA purchased by you under the IRA rules
discussed above. (However, the tax penalty for early withdrawals is generally
increased for withdrawals within the first two years of an employee's
participating in the SIMPLE IRA.)

Non-Qualified Contracts. No limits apply under the Code to the amount of
purchase payments that you may make. Tax on income earned under the Contracts
is generally deferred until it is withdrawn only if you, as owner of the
Contract, are an individual (or are treated as a natural person under certain
other circumstances specified by the Code). The following discussion assumes
that this is the case.

Any withdrawal is generally treated as coming first from earnings (and thus
subject to tax) and next from your contributions (and thus a nontaxable return
of principal) only after all earnings are paid out. This rule does not apply
to payments made under income annuities, however. Such payments are subject to
an "exclusion ratio" which determines how much of each payment is a non-
taxable return of your contributions and how much is a taxable payment of
earnings. Once the total amount treated as a return of your contributions
equals the amount of such contributions, all remaining payments are fully
taxable. If you die before all contributions are returned, the unreturned
amount may be deductible on your final income tax return or deductible by your
beneficiary if payments continue after your death. We will tell the purchaser
of an income

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annuity what your contributions were and how much of each income payment is a
non-taxable return of contributions.

Taxable withdrawals (other than tax-free exchanges to other Non-Qualified
contracts) before you are age 59 1/2 are subject to a 10% tax penalty. This
penalty does not apply to withdrawals (1) paid to a beneficiary or your estate
after your death; (2) due to your permanent disability (as defined in the
Code); or (3) made in substantially equal periodic payments (not less
frequently than annually) over the life or life expectancy of you or you and
another person named by you as your beneficiary.

Your Non-Qualified Contract may be exchanged for another non-qualified
contract without incurring Federal income taxes if Code requirements are met.
Under the Code, withdrawals need not be made by a particular age. However, It
is possible that the Internal Revenue Service may determine that the Contract
must be surrendered or income payments must commence by a certain age, e.g., 85
or older. If you die before payment under an income annuity begins, we must
make payment of your entire interest in the Contract within five years of your
death or begin payments under an income annuity allowed by the Code to your
beneficiary within one year of your death. If your spouse is your beneficiary
or a co-owner of the Non-Qualified Contract, this rule does not apply. If you
die after income payments begin, payments must continue to be made at least as
rapidly as before your death in accordance with the income type selected.

The tax law treats all non-qualified contracts issued after October 21, 1988
by the same company (or its affiliates) to the same owner during any one
calendar year as one annuity contract. This may cause a greater portion of your
withdrawals from the Contract to be treated as income than would otherwise be
the case. Although the law is not clear, the aggregation rule may also
adversely affect the tax treatment of payments received under an income annuity
where the owner has purchased more than one non-qualified annuity during the
same calendar year from the same or an affiliated company after October 21,
1988, and is not receiving income payments from all annuities at the same time.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

All purchase payments under the Income Annuities, other than purchase pay-
ments under Non-Qualified and Roth IRA Income Annuities and purchase payments
consisting of non-deductible contributions under IRA Income Annuities, will be
on a "before-tax" basis. This means that the purchase payment was either a re-
duction from income, entitled you to a tax deduction or was not subject to cur-
rent income tax. Because of this, Federal income taxes are payable on the full
amount of money paid as income payments under the Income Annuity.

The Non-Qualified Income Annuities are issued on an "after-tax basis" so that
making a purchase payment does not reduce the taxes you pay. That portion of
any income payment that represents income is taxed when you receive it, but
that portion that represents the purchase payment is a nontaxable return of
principal. For the Roth IRA Income Annuity, "qualified distributions" of
earnings are not subject to tax. Withdrawals of contributions are generally not
subject to income tax. (Under a bill currently pending before Congress, penalty
taxes may apply.)

The IRA Income Annuities accept both purchase payments that have entitled you
as the owner to a current tax deduction or to a reduction in taxable income and
those that do not. Taxation of income payments depends on whether or not you as
the owner were entitled to deduct or exclude the purchase payments from income
in compliance with the Code. Roth IRA contracts only accept "after-tax"
contributions.

All taxable income payments will be subject to Federal income tax withholding
unless the payee elects to have no withholding. The rate of withholding is as
determined by the Code at the time of payment.

Income payments that are allowed before you are age 59 1/2 are generally
subject to an additional 10% tax penalty on the taxable portion of the income
payment. Under a SIMPLE IRA, the tax penalty is increased to 25% for
withdrawals during the first two years of an employee's participation in the
SIMPLE IRA. This penalty does not apply to income payments (1) paid to a
beneficiary or your estate after your death; (2) due to your permanent
disability (as defined in the Code); (3) made in substantially equal periodic
payments (not less frequently than annually) over the life or life expectancy
of you or you and another person named by you as your beneficiary; or (4) under
a Non-Qualified Income Annuity purchased with a single purchase payment which
provides for substantially equal payments (to be made not less frequently than
annually) commencing no later than one year from the purchase date. For IRAs,
SIMPLE IRAs and SEPs, the 10% tax penalty will not apply to income payments to
pay deductible medical expenses, (whether or not you actually itemize
deductions); to enable certain unemployed persons to pay medical insurance
premiums; made after December 31, 1997 to pay for qualified higher education
expenses; or made after December 31, 1997 for qualified first time home
purchases. There is a possibility that if you make transfers as described
earlier in this Prospectus before age 59 1/2 or within five years of the
purchase of the Income Annuity, the exercise of the transfer provision may
cause the retroactive imposition of this tax.

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Income payments from a Roth IRA Income Annuity generally will be tax-free to
the extent the payment represents the return of contributions. Distributions
from earnings will not be subject to income taxes if they are "qualified
distributions." To the extent your income payments relate to earnings that do
not meet the definition of "qualified distribution" they will be subject to
income tax and may be subject to the 10% tax penalty if you are under 59 1/2
and do not meet one of the exceptions previously described. Under a bill
currently pending before Congress, withdrawals of amounts that were converted
from non-Roth IRA contracts may be subject to the 10% early penalty tax if
made within five taxable years of the conversion/rollover. Moreover, if the
withdrawal relates to a conversion that has received four year income
treatment, it may be subject to an additional 10% recapture tax if made within
five taxable years of the conversion/rollover. Since the Roth IRA was signed
into the tax law in August, 1997, and since many aspects of the law have yet
to be clarified, you should consult with your tax advisor regarding
developments concerning the tax treatment of Roth IRAs and the appropriateness
of the Roth IRA Income Annuity to your particular situation. The following
paragraphs will briefly summarize some of the federal tax rules, but we will
make no attempt to mention or explain every single rule that may be relevant
to you. We are not responsible for determining if your plan or arrangement
satisfies the requirements of the Code.

You must generally begin receiving distributions under the IRA, SIMPLE IRA,
and SEP Income Annuities no later than the April 1 of the calendar year
following the year in which you reach age 70 1/2 and a tax penalty of 50%
applies to payments which should have been made but were not. This does not
apply to a Roth IRA Income Annuity. Complex rules apply to the timing and
calculation of these income payments. Other complex rules apply to how rapidly
income payments must be made after your death. If you die before income
payments begin under an Income Annuity, the Code generally requires that your
entire interest be paid within five years of the year in which you died. If
you die before income payments begin, we will pay your entire interest under
the Contract in a lump sum to your beneficiary after we receive proof of your
death. If you die after income payments begin, payments must continue to be
made in accordance with the income type selected. The Code requires that
payments of your remaining interest in the Contract be made at least as
rapidly as under the method of distribution that was used at the time of your
death.

Non-Qualified Income Annuities. The following discussion assumes that you
are an individual (or are treated as a natural person under certain other cir-
cumstances specified in the Code).

Income payments are subject to an "exclusion ratio" which determines how
much of each income payment is a non-taxable return of your purchase payment
and how much is a taxable payment of earnings. Generally, once the total
amount treated as a return of your purchase payment equals the amount of such
purchase payment, all remaining income payments are fully taxable. If you die
before the purchase payment is returned, the unreturned amount may be
deductible on your final income tax return or deductible by your beneficiary
if income payments continue after your death. We will tell you what your
purchase payment was and how much of each income payment is a non-taxable
return of your purchase payment.

If you die before income payments begin, the Code generally provides that we
must make payment of your entire interest in the Income Annuity within five
years of the date of your death. If you die before income payments begin under
your Income Annuity, we will pay your entire interest under your Income
Annuity in a lump sum to your beneficiary after we receive proof of your
death. If you die after income payments begin, payments must continue to be
made at least as rapidly as under the method of distribution before your death
in accordance with the income type selected.

The tax law treats two or more non-qualified contracts issued after October
21, 1988 by the same company (or its affiliates) to the same owner during any
one calendar year as one annuity contract. It is unclear whether this rule
adversely affects the tax treatment of income payments received under a
contract which was issued during the same calendar year in which you purchased
another annuity contract from the same company (or its affiliates) under which
you are not yet receiving income payments.

A-PPA-31

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TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

[Download Table]

Page

Cover Page................................................................ 1
Table of Contents......................................................... 1
Independent Auditors...................................................... 2
Services.................................................................. 2
Distribution of Certificates and Interests in the Contracts and Income An-
nuities.................................................................. 2
Early Withdrawal Charge................................................... 2
Variable Income Payments.................................................. 2
Performance Data.......................................................... 4
Financial Statements of the Separate Account.............................. 15
Financial Statements of MetLife........................................... 37

A-PPA-32

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APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

[Enlarge/Download Table]

NON-QUALIFIED
AND ROTH IRA
TSA CONTRACTS IRA, SIMPLE IRA AND KEOGH AND 403(A) PEDC CONTRACTS CONTRACTS AND
AND INCOME SEP CONTRACTS AND CONTRACTS AND AND INCOME INCOME
ANNUITIES INCOME ANNUITIES(1) INCOME ANNUITIES ANNUITIES(2) ANNUITIES
------------- ------------------- ---------------- -------------- -------------

California.............. 0.5% 0.5%(3) 0.5% 2.35% 2.35%
District of Columbia.... 2.25% 2.25% 2.25% 2.25% 2.25%
Kentucky(4)............. 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................... -- -- -- -- 2.0%
Nevada.................. -- -- -- -- 3.5%
Puerto Rico............. 1.0% 1.0% 1.0% 1.0% 1.0%
South Dakota............ -- -- -- -- 1.25%
U.S. Virgin Islands..... 5.0% 5.0% 5.0% 5.0% 5.0%
West Virginia........... 1.0% 1.0% 1.0% 1.0% 1.0%
Wyoming................. -- -- -- -- 1.0%

-------
(1) Annuity tax rates applicable to IRA, SIMPLE IRA and SEP Contracts and
Income Annuities purchased for use in connection with individual
retirement trust or custodial accounts meeting the requirements of
(S)408(a) of the Code are included under the column headed "IRA, SIMPLE
IRA and SEP Contracts and Income Annuities."
(2) Annuity tax rates applicable to Contracts and Income Annuities purchased
under retirement plans of public employers meeting the requirements of
(S)401(a) of the Code are included under the column headed "Keogh
Contracts and Income Annuities."
(3) With respect to Contracts and Income Annuities purchased for use in
connection with individual retirement trust or custodial accounts meeting
the requirements of (S)408(a) of the Code, the annuity tax rate in
California is 2.35% instead of 0.5%.

(4) The annuity tax in Kentucky is repealed effective January 1, 2000.

A-PPA-33

485BPOS 45th Page of 281 TOC 1st Previous Next ↓Bottom Just 45th
INDEX

[Download Table]

A-PPA

ACCOUNT BALANCE............................................ 6
ACCUMULATION UNIT VALUES................................... 7-8
Calculation............................................... 13
ANNUAL CONTRACT FEE........................................ 4, 6, 15
ANNUITY TAXES ............................................. 15
ANNUITY UNITS.............................................. 20
ASSUMED INVESTMENT RATE.................................... 20
AUTOMATIC PAYROLL DEDUCTION................................ 12
AVERAGE ANNUAL TOTAL RETURN................................ 25
CANCELLATION............................................... 23
CHANGE IN ACCUMULATION UNIT VALUE.......................... 25
CHANGE IN ANNUITY UNIT VALUE............................... 25
CHECK-O-MATIC.............................................. 12, 23
COMMISSION................................................. 25
CONFIRMATION............................................... 23
CONTRACTS.................................................. 1, 6, 10
CONTRACT YEAR.............................................. 15
DEATH BENEFIT.............................................. 6, 17
DESIGNATED OFFICE.......................................... 12
DIVIDENDS.................................................. 10
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD).............. 4, 6, 15
EQUALIZER SM .............................................. 26
EQUITY GENERATOR SM ....................................... 16, 25, 26
ERISA...................................................... 23
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES................... 6, 16-17
Amendment to IRA.......................................... 17
Certain Purchase Payments................................. 16
Death..................................................... 17
Federal Taxes............................................. 17
Free Corridor............................................. 16
Free Look................................................. 16
Income Annuity............................................ 17
Nursing Home or Terminal Illness.......................... 17
Transfers................................................. 16
Transfers from other MetLife Contracts.................... 17
EXPERIENCE FACTOR.......................................... 13,14
FIXED INCOME OPTION........................................ 18
FREE CORRIDOR.............................................. 16
FREE LOOK.................................................. 16, 17
GENERAL ADMINISTRATIVE EXPENSES CHARGE..................... 4, 6, 15
INCOME ANNUITIES........................................... 1, 6, 17, 18, 19-22
Administration............................................ 19
Annuity Unit Value........................................ 20
Annuity Taxes............................................. 21
Assumed Investment Rate................................... 20
Contract Fee.............................................. 21
Free Look................................................. 22
General Administrative Expenses Charge.................... 21
Income Types.............................................. 21
Investment Choices........................................ 19
Mortality and Expense Risk Charge......................... 21
Income for Two Lives Annuity.............................. 21
Income for Two Lives with a Guaranteed Period Annuity..... 21

A-PPA-34

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[Download Table]

A-PPA

Income for Two Lives with Refund Annuity................ 21
Your Lifetime Annuity................................... 21
Your Lifetime with a Guaranteed Period Annuity.......... 21
Your Lifetime with a Refund Annuity..................... 21
Income for a Guaranteed Period Annuity.................. 21
Purchase Payment........................................ 19
Transfers............................................... 20-21
Taxes................................................... 29-30
Valuation Period........................................ 20
INCOME OPTIONS............................................ 18
Fixed Income Option..................................... 18
Variable Income Option.................................. 18
INDIVIDUAL RETIREMENT ANNUITY CONTRACTS................... 1, 10, 12, 14, 17,
19, 27, 28, 29, 30,
31, 33
INVESTMENT CHOICES........................................ 4, 6, 10, 11, 12
Janus Mid Cap Portfolio................................. 1, 4, 11
Loomis Sayles High Yield Bond Portfolio................. 1, 4, 11
MetLife Stock Index Portfolio........................... 1, 4, 11
Scudder Global Equity Portfolio......................... 1, 4, 11
State Street Research Aggressive Growth Portfolio....... 1, 4, 11
State Street Research Diversified Portfolio............. 1, 4, 11
State Street Research Growth Portfolio.................. 1, 4, 11
State Street Research Income Portfolio.................. 1, 4, 11
State Street Research International Stock Portfolio..... 1, 4, 11
T. Rowe Price Small Cap Growth Portfolio................ 1, 4, 11
MANAGEMENT FEES........................................... 4, 11, 12
MORTALITY AND EXPENSE RISK CHARGE......................... 4
NON-QUALIFIED CONTRACT.................................... 1, 10, 12, 14, 19,
27, 29, 30, 31, 33
NURSING HOME OR TERMINAL ILLNESS.......................... 17
PERFORMANCE............................................... 25
PURCHASE PAYMENTS (CONTRIBUTIONS)......................... 6, 12-13
REBALANCER SM (withdrawals and transfers)................. 14
ROTH IRA.................................................. 1, 10, 12, 14, 17,
19, 27-29, 30, 31,
33
SALES LOAD................................................ 4, 15, 16, 25
SALES REPRESENTATIVES..................................... 25
SEPARATE ACCOUNT.......................................... 6, 9
SIMPLIFIED EMPLOYEE PENSION CONTRACT...................... 1, 10, 14, 19, 27,
28, 30, 32
SUMMARY................................................... 6
SYSTEMATIC WITHDRAWAL INCOME PROGRAM...................... 14, 15, 23, 28
TAXES..................................................... 6, 15, 16, 21, 27-31
General--all markets.................................... 27
IRA Contracts........................................... 27-30, 32
Non-Qualified Contracts................................. 28, 29, 30, 31, 33
27, 28, 29, 30, 31,
Roth IRA Contracts...................................... 33
SEP Contracts........................................... 28, 29, 30, 31, 33
27, 28, 29, 30, 31,
SIMPLE IRAs............................................. 32
TELEPHONE REQUESTS........................................ 14
TOTAL OPERATING EXPENSES.................................. 4
TRANSFERS................................................. 6, 14
VALUATION PERIOD.......................................... 13, 20
VOTING RIGHTS............................................. 24-25
WITHDRAWALS............................................... 14, 15, 16
YIELD..................................................... 25

A-PPA-35

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REQUEST FOR A STATEMENT OF ADDITIONAL
INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of
Additional Information, or have changed your address,
please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E,
Metropolitan Series Fund, Inc.

[_] I have changed my address. My CURRENT address is:

Name:
------------------------- -------------------------------------------------
(Contract Number) Address:
-------------------------------------------------

------------------------- -------------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY

ATTN: ALAN DEMICHELE
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010

485BPOS 48th Page of 281 TOC 1st Previous Next ↓Bottom Just 48th
LOGO
Metropolitan Life Insurance Company

Johnstown Office, 500 Schoolhouse Road

Johnstown, PA 15907-2914

ADDRESS SERVICE REQUESTED

Bulk Rate
U.S. Postage Paid
Rutland, VT
Permit 220

485BPOS 49th Page of 281 TOC 1st Previous Next ↓Bottom Just 49th
Preference Plus(R) Account Profile

Tax Sheltered Annuities
Qualified Annuity Plans under Section 403(a) of the Internal
Revenue Code
Public Employee Deferred Compensation
Keogh

May 1, 1998

[LOGO] MetLife(R)
Retirement & Savings Center

485BPOS 50th Page of 281 TOC 1st Previous Next ↓Bottom Just 50th
METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN LIFE SEPARATE ACCOUNT E
PROFILE OF THE PREFERENCE PLUS(R) ACCOUNT DEFERRED GROUP AND INDIVIDUAL TAX
SHELTERED ANNUITIES ("TSAS"), QUALIFIED ANNUITY PLANS UNDER SECTION 403(A) OF
THE INTERNAL REVENUE CODE, PUBLIC EMPLOYEE DEFERRED COMPENSATION ("PEDC") AND
KEOGH VARIABLE ANNUITY CONTRACTS ("CONTRACTS")
................................................................................

This Profile is a summary of the more important points that you should know and
consider before purchasing a Contract or investing under a Contract. The Con-
tracts are more fully described in the full prospectus which accompanies this
Profile. Please read the prospectus carefully.

1. THE ANNUITY CONTRACT

After you or your employer or the trustee makes the first purchase payment
on your behalf, an account is set up for you under the Contract. You will
receive a contract which is a legal agreement between you and Metropolitan
Life Insurance Company (MetLife) or a certificate which summarizes the
relevant provisions of a group contract between MetLife and the employer
or trustee. (If you invest under the PEDC Contract or most Keogh Con-
tracts, only your employer or the trustee will receive a Contract. In
these situations you do not receive a certificate.) If purchase payments
are made under a retirement plan, the Contract may provide that all or
some of your rights described in this Profile are subject to the terms of
the plan. The Contract consists of two phases: the accumulation or "pay-
in" phase and the annuity or "pay-out" phase. By making one or more pur-
chase payments, you accumulate money in your account during the pay-in
phase. MetLife will hold your money and credit any investment returns as
long as the money remains in your account. The pay-out phase begins when
you either take all of your money out of the account or elect to receive
"income" payments that MetLife makes using the money from your account.
The number and the amount of the income payments you receive depend on the
pay-out option you choose and the amount used to provide your income pay-
ments.

2. ANNUITY PAYMENTS

485BPOS 51st Page of 281 TOC 1st Previous Next ↓Bottom Just 51st
3. PURCHASE

You, your employer or other group purchaser or the trustee of a retirement
plan can purchase a contract through your MetLife representative or a rep-
resentative of other firms MetLife has selected. You must indicate that
you want to invest under a contract by filling out the appropriate forms.

There is no minimum purchase payment amount. (MetLife may cancel the con-
tract or certificate if the account value falls below certain minimums.)
You can put more money in your account, but MetLife may reject purchase
payments over $500,000.

WHO SHOULD INVEST? This investment is appropriate for individuals saving
for retirement. Because purchase payments are made under qualified retire-
ment plans or arrangements, all purchase payments are made on a tax-de-
ductible or pre-tax basis.

4. INVESTMENT OPTIONS

The investment options are:

. Income . Loomis Sayles High Yield Bond
. Diversified . Aggressive Growth

. Calvert Social Balanced
. T. Rowe Price Small Cap Growth
. Stock Index . Scudder Global Equity
. Growth . International Stock
. Janus Mid Cap

Money in the investment options is invested in the Metropolitan Series
Fund, Inc. or Calvert Variable Series, Inc., underlying mutual funds that
invest in stocks, bonds and other investments. Not all options are avail-
able in all states or under all Contracts.

5. EXPENSES

There are two types of charges you pay while you have money in an invest-
ment option. The first is an insurance-related charge that on an annual
basis will not exceed 1.25% of the average daily value of the amount you
have in each investment option. This charge is used to pay MetLife for
general administrative expenses and for mortality and expense risks of the
Contract. MetLife guarantees that the insurance-related charge will never
increase while you have a contract or certificate. The second charge is
investment-related. It pays the investment manager for managing amounts in
the investment options and pays for investment operating expenses. For the
Income, Diversified, Stock Index, Growth, Aggressive Growth, International
Stock, Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price Small
Cap Growth, Scudder Global Equity and Calvert Social Balanced investment
options, the investment-related charges are expected to range on an annual
basis from .33% to 1.12% of the average daily value of the amount you have
in an investment option, depending on the options you select.

If you decide to take all or part of a purchase payment out of your ac-
count within seven years of when you made it, a withdrawal charge of up to
7% of the purchase payment withdrawn may also be imposed as follows:

DURING PURCHASE
PAYMENT/CONTRACT YEAR

[Download Table]

1 2 3 4 5 6 7 8 & Later

7% 6% 5% 4% 3% 2% 1% 0

PROFILE 2

485BPOS 52nd Page of 281 TOC 1st Previous Next ↓Bottom Just 52nd
There are no annual Contract charges. (For all contracts except the Keogh
Contract and certain TSA contracts, there is a $20 charge applied against
any amounts in the Fixed Interest Account only if your account value is
less than $10,000 and if you fail to make purchase payments during the
year for all Contracts. The Keogh Contract with individual participant re-
cordkeeping has the $20 charge applied against any amounts in the Fixed
Interest Account; the Keogh Contract with no individual participant re-
cordkeeping has no such charge. There is no charge for certain TSA Con-
tracts.)

The table below summarizes the Contract expenses described on the previous
page for the year ending December 31, 1997,

. These examples also assume a 5% investment return each year and that
10% of the account value is free of withdrawal charges. The table as-
sumes that annuity taxes are 0%.

[Enlarge/Download Table]

Income 1.25% .43% 1.68% $80 $200
Diversified 1.25% .50% 1.75% $81 $208
Calvert Social Balanced 1.25% .81% 2.06% $84 $241
Stock Index 1.25% .33% 1.58% $79 $189
Growth 1.25% .56% 1.81% $81 $214
Janus Mid Cap 1.25% .89% 2.14% $85 --
Loomis Sayles High Yield
Bond 1.25% .90% 2.15% $85 --
Aggressive Growth 1.25% .79% 2.04% $84 $239
T. Rowe Price Small Cap
Growth 1.25% .73% 1.98% $83 --
Scudder Global Equity 1.25% 1.12% 2.37% $87 --
International Stock 1.25% 1.03% 2.28% $86 $264

The complete Table of Expenses can be found in the prospectus for the Con-
tracts.

6. TAXES

Generally, you will not be taxed until you make a withdrawal from your ac-
count. All withdrawals are subject to ordinary income taxes. Generally,
tax law prohibits most payments from TSAs before age 59 1/2. Distributions
under a PEDC arrangement are not available until the earlier of (1) the
year you reach 70 1/2; (2) the year you separate from service; or (3) the
year you are faced with an unforeseeable emergency. If you take money out
of your account under a TSA, Keogh plan, or 403(a) annuity before age 59
1/2, you may also have to pay a 10% Federal income tax penalty.

PROFILE 3

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Income payments are subject to different tax rules. Some jurisdictions may
also tax amounts in annuities. MetLife does not deduct annuity taxes from
your account until the pay-out phase of the Contract. Annuity taxes cur-
rently range up to 5%.

7. ACCESS TO YOUR MONEY

When you want to take money out of your account, you may request a with-
drawal of at least $500 or your account value, if less. Withdrawals are
restricted for TSA Contracts and Texas Optional Retirement Program partic-
ipants. A withdrawal charge of 7% that declines to zero over a seven year
period applies to each purchase payment and may be deducted from your ac-
count. The amount of the withdrawal charge depends upon how long the with-
drawn purchase payments were in your account. Whether or not a contract
withdrawal charge applies, withdrawals may be subject to income taxes, as
well as to a 10% tax penalty if you are age 59 1/2 or less.

You do not pay a contract withdrawal charge if:

A. The withdrawal is up to 10% or 20% (depending on the Contract) of
the value of your account. For the TSA Contract and the Keogh Con-
tract with no individual participant recordkeeping, this percentage
may be taken in an unlimited number of partial withdrawals during
the contract year. For all others, it applies only to the first
withdrawal during the contract year.

B. The amount withdrawn is from purchase payments made over seven years
ago.

C. You elect to purchase a lifetime income option or an income that
will be paid for at least five years without the right to cancel the
payment method.

D. You die during the pay-in phase of the Contract.

E. You notify us in writing that you want to cancel the Contract within
10 days of receipt of your Contract. (Your rights to cancel may vary
in some states.)

F. The withdrawal is required to avoid Federal income tax penalties or
to satisfy Federal income tax rules or Department of Labor regula-
tions that apply to the Contract.

G. You are disabled as defined by Federal Social Security law or as de-
fined in the plan.

H. A total withdrawal is taken in annual installments over five years.
(Certain Keogh and TSA Contracts only.)

I. You retire or terminate employment under certain circumstances. Min-
imum contract participation requirements may apply. Withdrawal
charges may apply to amounts transferred into contracts from other
investment vehicles on a tax-free basis.

J. The TSA or Keogh plan terminates and is rolled over into another an-
nuity contract MetLife issues.

K. You suffer a hardship. (Certain Keogh, PEDC and TSA Contracts only.)

L. You make a direct transfer out of a Keogh Contract to another in-
vestment that MetLife has preapproved or you are a restricted par-
ticipant under the Keogh Contract and you roll over your account to
another MetLife contract.

Transfers from certain MetLife contracts "rolled over" to these Contracts
have different withdrawal charges.

PROFILE 4

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8. PERFORMANCE HISTORY

[Enlarge/Download Table]

Income 15.94% 5.61% 9.94% -4.34% 18.10% 2.30% 8.49%
Diversified 23.42% 8.09% 11.42% -4.24% 25.46% 13.06% 19.09%
Calvert Social
Balanced 14.37% 6.28% 6.61% -4.38% 28.15% 11.19% 18.63%
Stock Index 28.11% 6.11% 8.21% -0.07% 35.18% 21.11% 30.54%
Growth 31.48% 10.25% 12.98% -4.47% 31.48% 20.67% 26.81%
Aggressive Growth 64.38% 9.00% 21.09% -3.11% 27.93% 6.35% 5.38%
International Stock -11.31% 46.01% 3.71% -0.42% -2.96% -3.56%

9. DEATH BENEFIT

If you or the person whose life determines when income payments are to be
made, if different, die before the pay-out phase begins, MetLife will pay
a death benefit that equals the greatest of: (1) your account value, (2)
your highest account value on December 31 of any fifth anniversary of your
purchase of the contract, less any later withdrawals and fees and (3) the
total of all purchase payments you made less withdrawals. In all cases,
the death benefit would also be reduced by outstanding loans. The amount
of the death benefit for the Keogh Contract with individual participant
recordkeeping is deemed to be the account value under your plan. There is
no death benefit for the Keogh Contract with no individual participant re-
cordkeeping.

10. OTHER INFORMATION

A. All the Contracts described in this Profile are group contracts ex-
cept for the TSA and Keogh Contracts which may be either group or
individual.

B. Metropolitan's Easy Telephone Service: Account information is avail-
able 24 hours a day on our toll-free line. Requests may also be made
during business hours.

PROFILE 5

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C. Payroll deduction: You may be able to make purchase payments conve-
niently by authorizing deductions from your salary.

THE EQUITY GENERATOR SM: An amount equal to the interest earned
in the Fixed Interest Account is transferred monthly to the Stock
Index or Aggressive Growth investment option.
THE EQUALIZER SM: Amounts in the Fixed Interest Account and in
the Stock Index or Aggressive Growth investment options are
transferred quarterly from one to the other in order to make the
amounts in each equal.

The strategies are not available under all Contracts.

11. INQUIRIES

Please contact MetLife at:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Attention: Retirement & Savings Center
1-800-553-4459

PROFILE 6

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Preference Plus(R) Account Prospectus

Tax Sheltered Annuities
Qualified Annuity Plans under Section 403(a) of the Internal
Revenue Code
Public Employee Deferred Compensation
Keogh

May 1, 1998

[LOGO] MetLife(R)
Retirement & Savings Center

485BPOS 57th Page of 281 TOC 1st Previous Next ↓Bottom Just 57th
METROPOLITAN LIFE SEPARATE ACCOUNT E

PREFERENCE PLUS
GROUP AND INDIVIDUAL ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes individual and group tax sheltered annuities,
qualified annuity plans under (S)403(a) of the Internal Revenue Code, Public
Employee Deferred Compensation, and Keogh Preference Plus Contracts
("Contracts") and individual and group tax sheltered annuities, qualified
annuity plans under (S)403(a) of the Internal Revenue Code, Public Employee
Deferred Compensation, and Keogh Preference Plus Income Annuities ("Income
Annuities").

Group Contracts and Income Annuities may only be purchased through your
employer, or a group, association or trust of which you are a member or
participant.

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus. The Prospectus for the Calvert Social Balanced Portfolio is
delivered separately to those whom this investment choice is offered.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, AND ACCOMPANIED BY THE CURRENT PROSPECTUS FOR CALVERT
SOCIAL BALANCED PORTFOLIO WHERE APPLICABLE, WHICH CONTAIN ADDITIONAL
INFORMATION AND WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1998.

485BPOS 58th Page of 281 TOC 1st Previous Next ↓Bottom Just 58th
TABLE OF CONTENTS

[Download Table]

PAGE
--------

INDEX OF SPECIAL TERMS................................................. B-PPA- 3
TABLE OF EXPENSES...................................................... B-PPA- 4
SUMMARY................................................................ B-PPA- 6
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION.................. B-PPA- 8
FINANCIAL STATEMENTS................................................... B-PPA- 9
OUR COMPANY AND THE SEPARATE ACCOUNT................................... B-PPA-10
THE DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS.................... B-PPA-11
YOUR INVESTMENT CHOICES.............................................. B-PPA-11
PURCHASE PAYMENTS.................................................... B-PPA-13
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ B-PPA-14
WITHDRAWALS AND TRANSFERS............................................ B-PPA-15
DEDUCTIONS AND CHARGES............................................... B-PPA-17
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. B-PPA-18
DEATH BENEFIT........................................................ B-PPA-20
INCOME OPTIONS....................................................... B-PPA-20
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... B-PPA-22
ADMINISTRATION....................................................... B-PPA-22
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... B-PPA-23
TRANSFERS............................................................ B-PPA-23
DEDUCTIONS AND CHARGES............................................... B-PPA-24
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS.................. B-PPA-26
TAXES.................................................................. B-PPA-30
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... B-PPA-35
APPENDIX............................................................... B-PPA-36
INDEX.................................................................. B-PPA-37

B-PPA-2

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INDEX OF SPECIAL TERMS

[Download Table]

TERMS PAGE
----- -----------

Account Balance..................................................... B-PPA- 6
Accumulation Units.................................................. B-PPA-14
Annuity Units....................................................... B-PPA-23
Assumed Investment Rate............................................. B-PPA-23
Contract Year....................................................... B-PPA-14
Contracts........................................................... B-PPA- 1
Designated Office................................................... B-PPA-13
Early Withdrawal Charge............................................. B-PPA-17
Experience Factor................................................... B-PPA-15
Free Corridor....................................................... B-PPA-18
Income Annuities.................................................... B-PPA- 1
Preference Plus Contracts........................................... B-PPA- 1
Preference Plus Income Annuities.................................... B-PPA- 1
Separate Account.................................................... B-PPA- 6
Systematic Termination.............................................. B-PPA-18
Systematic Withdrawal Income Program................................ B-PPA-16
Valuation Period.................................................... B-PPA-14-15

B-PPA-3

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TABLE OF EXPENSES--PREFERENCE PLUS CONTRACTS AND INCOME ANNUITIES

The following table illustrates Separate Account, Metropolitan Fund and
Calvert Social Balanced Portfolio expenses for the fiscal year ending December
31, 1997:

[Download Table]

OTHER EXPENSES
MANAGEMENT AFTER EXPENSE
FEES REIMBUSEMENT TOTAL
---------- -------------- -----

[Download Table]

CALVERT SOCIAL BALANCED PORTFOLIO ANNUAL
EXPENSES(H)
(as a percentage of average net assets)

OTHER EXPENSES
MANAGEMENT AFTER EXPENSE
FEES REIMBURSEMENT TOTAL
---------- -------------- -----

.69 .12 .81

EXAMPLE

[Download Table]

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

B-PPA-4

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[Download Table]

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Stock Index Division......................... $16 $50 $87 $189
Growth Division.............................. 19 57 99 214
Janus Mid Cap Division....................... 22 68 -- --
Loomis Sayles High Yield Bond Division....... 22 68 -- --
Aggressive Growth Division................... 21 65 111 239
T. Rowe Price Small Cap Growth Division...... 20 63 -- --
Scudder Global Equity Division............... 24 75 -- --
International Stock Division................. 23 72 123 264
Calvert Social Balanced Division............. 21 65 112 241

-------

(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges," page
B-PPA-17) does not apply to 10% or 20% of the Account Balance. Under
certain other circumstances, the deferred sales load does not apply at
all.

(b) A one time contract fee of $350 may be imposed under certain Income
Annuities. (See "Income Annuities--Deductions and Charges," page B-PPA-
24).

(c) Although total Separate Account annual expenses will not exceed 1.25% of
average account values, the allocation of these expenses between general
administrative expenses and the mortality and expense risk charges is only
an estimate. (See "Deductions and Charges," page B-PPA-17.)
(d) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.

(e) The marginal rate of the investment management fee for these Portfolios
will decrease when the dollar amount in each Portfolio reaches certain
threshold amounts.

(f) Reflects 1997 management fees, restated to assume changes in management
fees effective August 1997, had been in effect for the entire year.

(g) The Portfolios commenced operations on March 3, 1997. MetLife has agreed
to bear all expenses (other than management fees, brokerage commissions,
taxes, interest and any extraordinary or non-recurring expenses) in excess
of .20% of the average net assets for each of the Loomis Sayles High Yield
Bond, T. Rowe Price Small Cap Growth, Janus Mid Cap and Scudder Global
Equity Portfolios until a Portfolio's total net assets are at least $100
million, or until March 2, 1999, whichever is earlier. Absent such expense
reimbursement, the other expenses would have been 0.39% for the Loomis
Sayles High Yield Bond Portfolio and 0.31% for the Scudder Global Equity
Portfolio. MetLife ceased subsidizing such expenses for the Janus Mid Cap
Portfolio as of December 31, 1997, and the T. Rowe Price Small Cap Growth
Portfolio as of January 23, 1998.

(h) The management fees of the Calvert Social Balanced Portfolio are subject
to a performance adjustment which could cause this fee to be as high as
0.85% or as low as 0.55%, depending on the Portfolio's performance. The
figures are based on expenses for fiscal year 1997, and have been restated
to reflect an increase in transfer agency expenses of 0.01% for the
Portfolio expected to be incurred in 1998. "Other Expenses" reflects an
indirect fee. Net fund operating expenses after reductions for fees paid
indirectly (again, restated) would be 0.78% for the Portfolio.

(i) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges," page B-PPA-18).

The purpose of the above table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. The table
reflects expenses of the Separate Account, the Metropolitan Fund and the
Calvert Social Balanced Portfolio. It assumes that there are no other
transactions. The Example is intended for illustrative purposes only; it
should not be considered a representation of past or future expenses. Actual
expenses may be higher or lower than those shown. Annuity taxes are not
reflected in the table. See "Deductions and Charges," page B-PPA-17, for a
more detailed description of the charges and expenses imposed upon the assets
in the Separate Account.

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...............................................................
SUMMARY
................................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

This Prospectus describes variable accumulation and income annuity contracts
issued by Metropolitan Life Insurance Company ("MetLife", "we", "us" or "our").
The term "Contracts" and "Income Annuities" also includes certificates issued
under certain group arrangements. Income Annuities are described separately
beginning on page B-PPA-22. "You" as used in this Prospectus means the
participant or annuitant for whom money is invested in a Contract or Income
Annuity. Under the Contracts and Income Annuities issued for Public Employee
Deferred Compensation Plans, the employer or trustee retains all rights to
control the money under the Contract or Income Annuity. For these Contracts or
Income Annuities, where we refer to giving instructions or making payments to
us, "you" means such employer. Under the Contracts issued for Keogh Plans, the
trustee retains all rights to control the money under the Contract. For these
Contracts, where we refer to giving instructions or making payments to us,
"you" means such trustee. For those Public Employee Deferred Compensation or
Keogh Plans where the Contract or Income Annuity allows the participant or
annuitant to choose among investment options, where we refer to giving
instructions as to investment options for those contracts, "you" means such
participant or annuitant.

YOUR INVESTMENT CHOICES (PAGES B-PPA-11-13)

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). This
Prospectus does not describe that account and will mention the Fixed Interest
Account only where necessary to explain how the "Separate Account" works. Each
Contract also offers a choice of investment options under which values can go
up or down based upon investment performance. See "Determining the Value of
Your Separate Account Investment," page B-PPA-14, for a description of
accumulation units and how these values are determined based upon investment
performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES B-PPA-11-13. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN THE
BACK OF THIS PROSPECTUS AND THE CALVERT SOCIAL BALANCED PORTFOLIO PROSPECTUS,
WHICH IS DELIVERED SEPARATELY.

TAXES (PAGES B-PPA-30-34)

PURCHASE PAYMENTS; WITHDRAWALS AND TRANSFERS (PAGES B-PPA-13; B-PPA-15-17)

The Contracts allow you to make new purchase payments, to transfer money
among investment options and between the Separate Account and the Fixed
Interest Account, and to withdraw money credited to you ("Account Balance").
(See "Withdrawals and Transfers," pages B-PPA 15-17.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances and
your Contract. (See "Withdrawals and Transfers," pages B-PPA-15-17, and
"Deductions and Charges," pages B-PPA-17-18.)

DEDUCTIONS AND CHARGES (PAGES B-PPA-17-18)

Your Contract is subject to various charges.

Annual Contract Fees: There is no annual Contract fee. (There is a $20 annual
Contract fee imposed on certain Fixed Interest Account balances.)

General Administrative Expenses and Mortality and Expense Risk Charge: 1.25%
on an annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received.

Metropolitan Series Fund, Inc.: Management fees and other expenses.

Calvert Social Balanced Portfolio: Management fees and other expenses.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES B-PPA-18-20)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

(a) Withdrawals or Transfers without a Charge for All Markets:

Item 1--Transfers among investment divisions or to or from the Fixed
Interest Account

Item 2--Withdrawals that represent purchase payments made over seven years
ago

Item 3--Free Corridor

Item 4--Free Look

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...............................................................

Item 5--Certain Income Annuities

Item 6--Death Benefit (except unallocated Keogh)

Item 7--Mandated Withdrawals under Federal law

(b) Withdrawals or Transfers Without a Charge for the Tax Sheltered Annuity
Market--(in addition to (a) above):

Item 8--Systematic Termination

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

(c) Withdrawals of Transfers Without a Charge for Qualified Annuity Plans
Market under (S)403(a) of the Internal Revenue Code--(in addition to (a)
above):

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

(d) Withdrawals or Transfers Without a Charge for the Keogh Market--(in
addition to (a) above):

Item 8--Systematic Termination

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

(e) Withdrawals or Transfers Without a Charge for the Public Employee Deferred
Compensation Market--(in addition to (a) above):

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 13--Hardship

DEATH BENEFIT (PAGE B-PPA-20)

Each Contract (other than the unallocated Keogh Contract) offers a death
benefit that guarantees certain payments in case of your death even if the
Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGE B-PPA-22)

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ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

[Enlarge/Download Table]

Income Division 1997 $16.49 $17.89 16,307
1996 16.12 16.49 16,604
1995 13.65 16.12 15,252
1994 14.27 13.65 13,923
1993 12.98 14.27 14,631
1992 12.29 12.98 5,918
1991 10.60 12.29 1,210
1990 10.00(a) 10.60 32
Diversified Division 1997 19.22 22.89 62,604
1996 17.00 19.22 52,053
1995 13.55 17.00 42,712
1994 14.15 13.55 40,962
1993 12.70 14.15 31,808
1992 11.75 12.70 7,375
1991 9.52 11.75 1,080
1990 10.00(a) 9.52 44
Stock Index Division 1997 22.43 29.28 58,817
1996 18.52 22.43 43,141
1995 13.70 18.52 29,883
1994 13.71 13.70 23,458
1993 12.67 13.71 18,202
1992 11.94 12.67 8,150
1991 9.32 11.94 1,666
1990 10.00(a) 9.32 55
Growth Division 1997 21.37 27.10 60,102
1996 17.71 21.37 49,644
1995 13.47 17.71 38,047
1994 14.10 13.47 32,563
1993 12.48 14.10 24,608
1992 11.32 12.48 9,432
1991 8.61 11.32 2,824
1990 10.00(a) 8.61 178
Janus Mid Cap Division 1997 10.00(b) 12.69 7,417
Loomis Sayles High Yield 1997 10.00(b) 10.51 2,375
Bond Division
Aggressive Growth Division 1997 23.77 25.05 43,359
1996 22.35 23.77 43,962
1995 17.47 22.35 33,899
1994 18.03 17.47 26,890
1993 14.89 18.03 17,094
1992 13.66 14.89 5,747
1991 8.31 13.66 1,060
1990 10.00(a) 8.31 49
T. Rowe Price Small Cap 1997 10.00(b) 11.76 6,932
Growth Division

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[Enlarge/Download Table]

Accumulation Accumulation Number of Accumulation
Unit Value Unit Value End Units End of Year
Preference Plus Contracts Year Beginning of Year of Year (in thousands)
---------------------------- ---- ------------------- -------------- ----------------------

Scudder Global Equity Division 1997 10.00(b) 10.85 4,826
International Stock 1997 13.77 13.28 15,865
Division 1996 14.19 13.77 17,780
1995 14.25 14.19 17,553
1994 13.74 14.25 16,674
1993 9.41 13.74 6,921
1992 10.61 9.41 966
1991 10.00(c) 10.61 92
Calvert Social 1997 18.68 22.16 1,181
Balanced Division 1996 16.80 18.68 995
1995 13.11 16.80 787
1994 13.71 13.11 630
1993 12.86 13.71 473
1992 12.10 12.86 239
1991 10.58 12.10 63
1990 10.00(d) 10.58 0

In addition to the above mentioned Accumulation Units, there were cash
reserves of $14,503,548 as of December 31, 1997 applicable to Income Annuities
(including those not described in this Prospectus) receiving annuity payouts.

[CHART DEPICTING PREFERENCE PLUS CONTRACTS ENDING ACCUMULATION UNIT VALUES]

(a) Inception Date July 2, 1990.
(b) Inception Date March 3, 1997
(c) Inception Date July 1, 1991.
(d) Inception Date September 17, 1990.

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from MetLife.

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...............................................................
OUR COMPANY AND THE SEPARATE ACCOUNT
................................................................................

WHO IS METLIFE?

WHAT IS THE SEPARATE ACCOUNT?

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SECTION I: THE DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS
....................................
...........................

WHAT ARE THE CONTRACTS?

We offer many types of Preference Plus Contracts to meet your individual
needs. These include contracts meeting the tax requirements under the
following provisions of the Internal Revenue Code ("Code"): (1) Individual
Retirement Annuities (IRAs) under (S)408(b); (2) Simplified Employee Pensions
(SEPs) under (S)408(k); (3) Tax Sheltered Annuities (TSAs) under (S)403(b);
(4) Public Employee Deferred Compensation (PEDC) under (S)457; (5) Keogh plans
under (S)401; (6) Qualified Annuity Plans (403(a)) under (S)403(a); and (7)
Tax Deferred Annuities (Non-Qualified) under (S)72. Our Contracts may be
individual or group (offered to an employer, association, trust or other group
for its employees, members or participants). Group Contracts may be issued to
a bank that does nothing but hold them as contractholder. Contracts are either
allocated (we keep records of your Account Balance) or unallocated (we keep
Account Balance records only for the plan as a whole). Some contracts have a
reduced mortality and expense risk charge as a result of reduced
administration expenses.

This Prospectus describes four types of Contracts: TSAs, PEDC, 403(a), and
Keogh.

The Prospectus will occasionally refer to the Fixed Interest Account.
However, this Prospectus does not describe that account.

MAY THE CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments are the Income, Diversified, Stock Index,
Growth, Aggressive Growth, International Stock, Loomis Sayles High Yield Bond,
Janus Mid Cap, T. Rowe Price Small Cap Growth, and Scudder Global Equity
Divisions. The Calvert Social Balanced Division is available in some cases. If
you are covered under a group Contract, your employer, association or group
may have limited the number of available divisions. Your Contract will
indicate the divisions available to you when we issued it. We may add or
eliminate divisions for some or all persons.

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund and Calvert Vari-
able Series, Inc. as shown on page 1. All dividends declared by any of the
portfolios are earned by the Separate Account and reinvested. Therefore, no
dividends are distributed under the Contracts. No sales or redemption charges
apply to our purchase or sale through the Separate Account of these mutual
fund shares. These mutual funds are available only through the purchase of an-
nuities and life insurance policies and are never sold directly to the public.
These mutual funds are "series" types of funds registered with the Securities
and Exchange Commission as "open-end management investment companies" under
the 1940 Act. Except for the Janus Mid Cap and Calvert Social Balanced Portfo-
lios, each fund is "diversified" under the 1940 Act. Each division invests in
shares of a comparably named portfolio.

A summary of the investment objectives of the currently available portfolios
is as follows:

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...............................................................

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

State Street Research International Stock Portfolio: To achieve long-term
growth of capital by investing primarily in common stocks and equity-related
securities of non-United States companies.

Calvert Social Balanced Portfolio: To achieve a total return above the rate of
inflation through an actively managed, non-diversified portfolio of common and
preferred stocks, bonds and money market instruments which offer income and
capital growth opportunity and which satisfy the social concern criteria
established for the Calvert Social Balanced Portfolio.

Each of the currently available Metropolitan Fund Portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee. For
providing investment management services to the State Street Research Growth
Portfolio, we receive monthly compensation from the Portfolio at an annual
rate of .55% of the average daily value of the aggregate net assets of the
Portfolio up to $500 million, .50% of such assets on the next $500 million and
.45% of such assets on amounts over $1 billion. For providing investment man-
agement services to the State Street Research Income Portfolio, we receive
monthly compensation from the Portfolio at an annual rate of .35% of the aver-
age daily value of the aggregate net assets up to $250 million, .30% of such
assets on the next $250 million and .25% of such assets on amounts over $500
million. For providing investment management services to the State Street Re-
search Diversified Portfolio, we receive monthly compensation from the Portfo-
lio at an annual rate of .50% of the average daily value of the aggregate net
assets of the Portfolio up to $500 million, .45% of such assets on the next
$500 million and .40% of such assets on amounts over $1 billion. For providing
investment management services to the State Street Research International
Stock Portfolio and the State Street Research Aggressive Growth Portfolio, we
receive monthly compensation at an annual rate of .75% of the average daily
value of the aggregate net assets of each such Portfolio up to $500 million,
.70% of such assets on the next $500 million and .65% of such assets on
amounts over $1 billion. We pay State Street Research & Management Company,
one of our subsidiaries, to provide us with sub-investment management services
for the State Street Research Growth, State Street Research Income, State
Street Research Diversified, State Street Research Aggressive Growth and State
Street Research International Stock Portfolios.

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...............................................................
Mid Cap Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .75% of the average daily value of the aggregate net assets of
the Portfolio up to $100 million, .70% of such assets on the next $400 million
and .65% of such assets on amounts in excess of $500 million. Janus Capital
Corporation is the sub-investment manager for the Janus Mid Cap Portfolio. For
providing investment management services to the T. Rowe Price Small Cap Growth
Portfolio, we receive monthly compensation from the Portfolio at an annual
rate of .55% of the average daily value of the aggregate net assets of the
Portfolio up to $100 million, .50% of such assets on the next $300 million and
.45% of such assets in excess of $400 million. T. Rowe Price Associates, Inc.
is the sub-investment manager for the T. Rowe Price Small Cap Growth
Portfolio.

For providing investment management services to the Scudder Global Equity
Portfolio, we receive monthly compensation from the Portfolio at an annual
rate of .90% of the average daily value of the aggregate net assets of the
Portfolio up to $50 million, .55% of such assets on the next $50 million, .50%
of such assets on the next $400 million and .475% of such assets on amounts in
excess of $500 million. Scudder Kemper Investments, Inc. (formerly Scudder
Stevens & Clark, Inc.) is the sub-investment manager for the Scudder Global
Equity Portfolio.

Similarly, the Calvert Social Balanced Portfolio pays Calvert, the Calvert
Social Balanced Portfolio's investment adviser, a base monthly investment
advisory fee equivalent to an annual rate of .70% of the first $500 million of
the average daily net assets of the Calvert Social Balanced Portfolio, .65% of
the next $500 million and .60% of the remainder. In addition, the Calvert
Social Balanced Portfolio pays Calvert a performance fee adjustment based on
the extent to which performance of the Calvert Social Balanced Portfolio
exceeds or trails the Lipper Balanced Funds Index as follows:

[Download Table]

PERFORMANCE VERSUS PERFORMANCE
THE LIPPER BALANCED FUNDS FEE
INDEX ADJUSTMENT
------------------------- -----------

At least 6%, but less than 12%...................................... .05%
At least 12%, but less than 18%..................................... .10%
More than 18%....................................................... .15%

Payment by the Calvert Social Balanced Portfolio of the performance
adjustment will be conditioned on: (1) the performance of the Portfolio as a
whole having exceeded the Lipper Balanced Funds Index; and (2) payment of the
performance adjustment not causing the Calvert Social Balanced Portfolio's
performance to fall below the Lipper Balanced Funds Index.

Calvert pays sub-investment advisory fees to NCM Capital Management Group,
Inc. consisting of a base fee and a performance fee adjustment based on the
extent to which performance of the Calvert Social Balanced Portfolio exceeds
or trails the Lipper Balanced Funds Index. These fees are solely the
responsibility of Calvert, not the Calvert Social Balanced Portfolio.

The Metropolitan Fund and the Calvert Social Balanced Portfolio are more
fully described in their respective prospectuses and the Statements of
Additional Information that the prospectuses refer to. The Metropolitan Fund's
prospectus is attached at the end of this prospectus. The Calvert Social
Balanced Portfolio prospectus is given out separately to those investors to
whom this investment choice is offered. The Statements of Additional
Information are available upon request.

See "The Fund and its Purpose," in the prospectus for the Metropolitan Fund
for a discussion of the different separate accounts of MetLife and
Metropolitan Tower Life Insurance Company that invest in the Metropolitan Fund
and the risks related to that arrangement. See "Purchase and Redemptions of
Shares," in the prospectus for the Calvert Social Balanced Portfolio for a
discussion of the different separate accounts of the various insurance
companies that invest in these funds and the risks related to those
arrangements.

PURCHASE PAYMENTS
...............................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Yes. All purchase payments and all requests you may have concerning the
Contracts, like a change in beneficiary, should be sent to one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses for
these offices. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have a purchase payment credited to
you, we must receive it and completed documentation. We will provide the
appropriate forms. Under certain group Contracts, your employer, the trustee
of the Keogh plan (if an allocated Contract) or the group in which you are a
participant or member must also identify you to us on their reports to us and
tell us how your purchase payments should be allocated among the investment
divisions and the Fixed Interest Account.

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...............................................................
Your first purchase payment is normally credited to you within two days of
receipt at our Designated Office. However, if you fill out our forms
incorrectly or incompletely or other documentation is not completed properly,
we have up to five business days to credit the payment. If the problem cannot
be resolved by the fifth business day, we will notify you and give you the
reasons for the delay. At that time, you will be asked whether you agree to
let us keep the purchase payment until the problem is remedied. If you do not
agree or we cannot reach you by the fifth business day, your purchase payment
will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., Eastern time, on
the day we receive them at our Designated Office, except when they are
received (1) on a day when the accumulation unit value (discussed later in
this Prospectus) is not calculated or (2) after 4:00 p.m., Eastern time. In
those cases, the purchase payments will be effective the next day the
accumulation unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There is no minimum purchase payment except for the unallocated Keogh
Contract. For the unallocated Keogh Contract, each purchase payment must be at
least $2,000, and total purchase payments must be at least $15,000 for the
first Contract Year. (For certain Contracts, depending on underwriting and
plan requirements, the first Contract Year is the initial three to fifteen
month period the Contract is in force; thereafter, it is each subsequent
twelve month period.) For other Contracts the Contract Year is twelve months.
During subsequent Contract Years, total purchase payments made under the
unallocated Keogh Contract must be at least $5,000.

We may reject purchase payments over $500,000. Your purchase payments may
also be limited by the Federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the Federal tax laws. You may not make
purchase payments after you have made a withdrawal based on termination of
employment under the Keogh, TSA and PEDC Contracts. No additional purchase
payments may be made after commencement of a systematic termination (from both
the Fixed Interest and Separate Accounts), described below, until we receive
written notice that you request cancellation of the systematic termination.
You may continue to make purchase payments while you receive Systematic
Withdrawal Income Program payments, as described later in this Prospectus,
except if purchase payments are made through salary reduction or salary
deduction.

Except for the PEDC Contract, in order to comply with regulatory
requirements in Oregon, we may limit the ability of an Oregon resident to make
purchase payments (1) after the Contract has been held for more than three
years, if the Contract was issued after age 60 or (2) after age 63, if the
Contract was issued before age 61.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
...............................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units." When you make purchase payments or transfers into an
investment division, you are credited with accumulation units. When you
request a withdrawal or a transfer of money from an investment division,
accumulation units are liquidated. In either case, the number of accumulation
units you gain or lose is determined by taking the amount of the purchase
payment, transfer or withdrawal and dividing it by the value of an
accumulation unit on the date the transaction occurs. For example, if an
accumulation unit is $10.00 and a $500 purchase payment is made, the number of
accumulation units credited is 50 ($500 divided by $10 = 50). We calculate
accumulation units separately for each investment division of the Separate
Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

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...............................................................

underlying portfolios. If the investment performance is positive, after
payment of Separate Account expenses, accumulation unit values will go up.
Conversely, if the investment performance is negative, after payment of
Separate Account expenses, accumulation unit values will go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation
Period to Valuation Period to reflect the upward or downward performance of
the assets in the underlying portfolios. The experience factor is calculated
as of the end of each Valuation Period using the net asset value per share of
the underlying portfolio. The net asset value includes the per share amount of
any dividend or capital gain distribution paid by the portfolio during the
current Valuation Period, and subtracts any per share charges for taxes and
reserve for taxes. We then divide that amount by the net asset value per share
as of the end of the last Valuation Period to obtain a factor that reflects
investment performance. We then subtract a charge not to exceed .000034035
(the daily equivalent of an effective annual rate of 1.25%) for the other
Contracts for each day in the Valuation Period. This charge is to cover the
general administrative expenses and the mortality and expense risk we assume
under the Contracts.

To calculate an accumulation unit value we multiply the experience factor
for the Valuation Period by the last previously calculated accumulation unit
value. For example, if the last previously calculated accumulation unit value
is $12.00 and the experience factor for the period was 1.05, the new
accumulation unit value is $12.60 ($12.00 X 1.05). On the other hand, if the
last previously calculated accumulation unit value is $12.00 and the
experience factor for the period was .95, the new accumulation unit value is
$11.40 ($12.00X.95).

WITHDRAWALS AND TRANSFERS
...............................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Contract or transfer it from one investment division to another or to the
Fixed Interest Account.

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of transfers. Your request must tell us the
percentage or dollar amount to be withdrawn or transferred and we may require
that this request be made on the form we provide for this purpose. If we
agree, you may also submit an authorization directing us to make transfers on
a continuing periodic basis from one investment division to another or to and
from the Fixed Interest Account. We may require that you maintain a minimum
Account Balance in investment divisions from which amounts are transferred
based upon an authorization.

WHEN WILL WITHDRAWALS OR TRANSFERS BE PROCESSED?

Generally, we will process withdrawals or transfers as of the end of the
Valuation Period during which we receive your request at our Designated
Office. We will make it as of a later date if you request. If you die before
the requested date, we will cancel the request and pay the death benefit
instead. If the withdrawal is made to provide income payments, it will be made
as of the end of the Valuation Period ending most recently before the date the
income annuity is purchased.

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, you can make payments directly to other investments on a tax-
free basis if you so request, but only if all applicable requirements of the
Code are met, and we receive all information necessary for us to make the
payment.

WHAT RESTRICTIONS APPLY TO TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS?

If you are a participant in the Texas Optional Retirement Program, Texas law
permits us to make withdrawals on your behalf only if you die, retire or
terminate employment in all Texas institutions of higher education, as defined
under Texas law. Any withdrawal requires a written statement from the
appropriate Texas institution of higher education verifying your vesting
status and (if applicable) termination of employment, as well as a written
statement from you that you are not transferring employment to another Texas
institution of higher education. If you retire or terminate employment in all
Texas institutions of higher education or die before being vested, amounts
provided by the state's matching contribution will be refunded to the
appropriate Texas institution. We may change these restrictions or add others
without your consent to the extent necessary to maintain compliance with
applicable law.

WHAT RESTRICTIONS APPLY TO TSA CONTRACTS?

As required by the Code, withdrawals from the Contracts before age 59 1/2
are generally prohibited. See "Taxes--TSA Contracts" at page B-PPA-31-32.

CAN YOU MAKE CHANGES BY TELEPHONE?

Yes. You can request transfers, change your allocation of future investments
and make changes to

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transfers made on a continuing periodic basis from one investment division to
another or to and from the Fixed Interest Account by telephone unless
prohibited by state law. Except for Keogh Contracts, if we agree and you
complete the form we supply, you may also authorize your sales representative
to request transfers, change your allocation of future investments and make
changes to transfers made on a continuing periodic basis from one investment
division to another or to and from the Fixed Interest Account on your behalf
by telephone. Whether you or your sales representative make such requests by
telephone, you are authorizing us to act upon the telephone instructions of
any person purporting to be you or, if applicable, your sales representative,
assuming our procedures have been followed, to these requests which affect
both your Fixed Interest and Separate Account Balances. We have instituted
reasonable procedures to confirm that any instructions communicated by
telephone are genuine. All telephone calls making such requests will be
recorded. You (or the sales representative) will be asked to produce your
personalized data prior to our initiating any requests by telephone.
Additionally, as with other transactions, you will receive a written
confirmation of your transaction. Neither we nor the Separate Account will be
liable for any loss, expense or cost arising out of any requests that we or
the Separate Account reasonably believe to be genuine. In the unlikely event
that you have trouble reaching us, requests should be made to the Designated
Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for TSA Contracts, you may
request us to make "automatic" withdrawals for you on a periodic basis through
our Systematic Withdrawal Income Program ("SWIP"). SWIP payments are not
payments made under an income option or under an Income Annuity, as described
later in this Prospectus. You must have separated from service to elect SWIP
if you are under age 59 1/2 under a TSA Contract. Also, you may not receive
SWIP payments if you have an outstanding loan. You may choose to receive SWIP
payments for either a specific dollar amount or a percentage of your Account
Balance. In the year in which you initiate SWIP payments, the amount or
percentage you elect to receive is divided by the number of months remaining
in your Contract Year. Thereafter, the SWIP payment will be based on a
complete Contract Year. Each SWIP payment must be at least $50. You should
allow approximately 10 business days for processing your request. If we do not
receive the request at least 10 business days in advance of the SWIP payment
start date, we will process your first SWIP payment the following month. If
you do not specify a payment date, payments will commence 30 days from the
date we receive your request. Requests to commence SWIP payments may not be
made by telephone. Changes to the specified dollar amount or percentage or to
alter the timing of payments may be made once a year. The change will be
effective for the first SWIP payment for the following Contract Year. Requests
for such changes must be made at least 30 days prior to the Contract Year
anniversary date. You may cancel your SWIP request at any time by telephone or
by writing us at the Designated Office.

FROM WHICH INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments are within the applicable Free Corridor percentage, no SWIP
payment will be subject to an early withdrawal charge. SWIP payments in excess
of the Free Corridor will be subject to an early withdrawal charge unless the
payments are from other amounts to which an early withdrawal charge no longer
applies. See "Exemptions from Early Withdrawal Charges," pages B-PPA-18-20.

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

Yes. Rather than receiving your minimum distribution in one annual payment,
you may request that we make minimum distribution payments to you on a
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periodic basis. However, you may be required to meet certain total Account
Balance minimums at the time you request periodic minimum distribution
payments.

DEDUCTIONS AND CHARGES
...............................................................................

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges. (There is a $20
annual Contract fee imposed on certain Fixed Interest Account balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Contract
purchasers and participants may live for a longer period of time than we
estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay
for allocated Contracts will be larger than the Account Balance. The expense
risk portion of the mortality and expense risk charge is that our expenses in
administering the Contracts will be greater than we estimated.

During 1997, these charges were $87,711,107 for all contracts in Separate
Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

Some jurisdictions tax what are called "annuity considerations." These may
include purchase payments, account balances and death benefits. In most
jurisdictions, we currently do not deduct any money from purchase payments,
Account Balances or death benefits to pay these taxes. Our practice generally
is to deduct money to pay annuity taxes only when you purchase an income
annuity. In Mississippi, Wyoming, South Dakota, Kentucky and Washington, D.C.,
we may also deduct money to pay annuity taxes on lump sum withdrawals or when
you purchase an income annuity. We may deduct an amount to pay annuity taxes
sometime in the future since the laws and the interpretation of the laws
relating to annuities are subject to change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page B-PPA-36.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

To determine the early withdrawal charge for Preference Plus Contracts, we
treat your Fixed Interest Account and Separate Account as if they were a
single account and ignore both your actual allocations and what account or
investment division the withdrawal is actually coming from. To do this, we
first assume that your withdrawal is from amounts (other than earnings) that
can be withdrawn without an early withdrawal charge, then from other amounts
(other than earnings) and then from earnings, each on a "first-in-first-out"
basis. Once we have determined the amount of the early withdrawal charge, we
will actually withdraw it from each investment division in the same proportion
as the withdrawal is being made. In determining what the withdrawal charge is,
we do not include earnings, although the actual withdrawal to pay it may come
from earnings.

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that investment division is not sufficient to pay both the requested withdrawal
and the early withdrawal charge.

For TSA Contracts issued before January 15, 1996, to school districts that
employ members of the Michigan Education Association, you must specify the
source of amounts (other than earnings) from which a withdrawal may be taken,
such as salary reduction elective deferrals, direct rollovers, direct transfers
or employer contributions.

Except as described in the following paragraph, for the Contracts, withdrawal
charges are imposed on amounts (other than earnings) for the first seven years
after the purchase payment is received as shown in the table below.

For TSA Contracts issued before January 15, 1996, to school districts that
employ members of the Michigan Education Association, withdrawal charges are
imposed on amounts (other than earnings) for the first seven Contract Years
after the purchase payment is received as shown in the table below:

DURING PURCHASE PAYMENT/CONTRACT YEAR

[Download Table]

[8 &
1 2 3 4 5 6 7 BEYOND]

7% 6% 5% 4% 3% 2% 1% 0%

As required by the Federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. When no allocations or
transfers are made to the Separate Account except in connection with the Equity
Generator SM investment strategy, withdrawal charges will be calculated as
described above, but the charge imposed will not exceed earnings.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
................................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amounts
withdrawn may also be subject to Federal income tax, see "Taxes," pages B-PPA-
30-34. We may require proof satisfactory to us that any necessary conditions
have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to and from the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

3. A Free Corridor withdrawal described below. Depending on your Contract,
the Free Corridor percentage may either be taken in an unlimited number of
partial withdrawals (for each withdrawal we calculate the percentage it
represents of your Account Balance and whenever the total of such percentages
exceeds the specified percentage the early withdrawal charge applies) or as
part of the first withdrawal from your Account Balance during the Contract
Year. In either case the Free Corridor is the greater of the percentage
described below or amounts which are not subject to an early withdrawal charge.
For the Keogh, the Free Corridor is in addition to any amounts which are not
subject to an early withdrawal charge as described in items 4-15 below, except
for amounts which are exempted pursuant to Systematic Terminations, described
in item 8 below.

(a) For the unallocated Keogh and certain TSA Contracts, you can withdraw up
to 20% of your Account Balance during each Contract Year.

(b) For all other Contracts, you can withdraw up to 10% of your Account
Balance during each Contract Year.

4. Free Look: You may cancel your Contract within 10 days (20 days in North
Dakota and Idaho for individual Contracts) after you receive it by telling us
in writing. We will then refund all of your purchase payments. However, for TSA
Contracts issued in New York, Illinois, Minnesota and Pennsylvania we will
instead pay you your Account Balance. The Free Look is 30 days if an individual
Contract was issued to you in California and you are 60 years old or older. If
you cancel the Contract, we will then refund your Account Balance. If you
purchased your Contract by mail, you may have more time to return your
Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

7. The withdrawal is required to avoid Federal income tax penalties or to
satisfy Federal income tax rules or Department of Labor regulations that apply
to the Contract from which the withdrawal is made.

8. Systematic Termination: For (a) the unallocated Keogh Contract and (b)
under the TSA Contract issued

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to certain Texas institutions of higher education (1) to take effect with
respect to the participants of such institution if such institution withdraws
its endorsement of the Contract or, (2) with respect to any participant under
such Contract, if that participant retires or terminates employment according
to the requirements of the Texas Optional Retirement Program, and (c) for
certain other TSA Contracts, a total withdrawal ("Systematic Termination") that
is paid in annual installments of (1) 20% of your Account Balance upon receipt
of your request (we will reduce this first installment by the amount of any
previous partial withdrawals during the current Contract Year); (2) 25% of your
then current Account Balance one year later; (3) 33 1/3% of your then current
Account Balance two years later; (4) 50% of your then current Account Balance
three years later; and (5) the remainder four years later. You may cancel
remaining payments under a Systematic Termination at any time. However, if you
again decide to take a full withdrawal, the entire Systematic Termination
process starts over. If, after beginning a Systematic Termination, you decide
to take your full withdrawal in amounts exceeding the percentages allowed, the
excess amount withdrawn in any year is subject to the applicable withdrawal
charges.

9. Disability: For TSA, 403(a), Keogh and PEDC Contracts, if you are totally
disabled (as defined under the Federal Social Security Act) and you request a
total withdrawal. For the Keogh Contracts and TSA Contracts that fund plans
subject to the Employee Retirement Income Security Act of 1974, the definition
of disability is also as defined under the Federal Social Security Act, unless
defined in the plan.

10. Retirement:

(a) For the Keogh Contracts, TSA and 403(a) Contracts, if there is a plan
which defines retirement and you retire under such definition. For certain TSA
Contracts, if there is no plan, you must have at least ten years of
uninterrupted Contract participation. For other TSA Contracts, you must have at
least ten years of uninterrupted Contract participation. This exemption does
not apply to withdrawals of amounts transferred into these TSA Contracts from
other investment vehicles on a tax-free basis (plus earnings on such amounts).
For the unallocated Keogh Contract, if you are a "restricted" participant, as
shown on the Contract, you must have been a participant in the Contract for the
period stated in the Contract. For the allocated Keogh Contract, you must also
have at least seven years of uninterrupted Contract participation.

(b) For the PEDC Contract, if you retire.

(c) For certain TSA Contracts, if you retired before the TSA Contract is
purchased (including amounts transferred into the TSA Contract from other
investment vehicles on a tax free basis plus earnings on such amounts).

11. Separation from Service: For Keogh and PEDC Contracts, if your employment
terminates. For the unallocated Keogh Contract, if you are a "restricted"
participant, as shown on the Contract, you must also have been a participant in
the Contract for the period stated in the Contract. For the allocated Keogh
Contract, you must also have at least seven years of uninterrupted Contract
participation. For the TSA and 403(a) Contracts, you must have at least ten
years of uninterrupted Contract participation. This exemption to the early
withdrawal charge for TSA and 403(a) Contracts does not apply to withdrawals of
amounts transferred into the Contract from other investment vehicles on a tax-
free basis (plus earnings on such amounts). For other TSA Contracts, if your
employment terminates.

For certain TSA Contracts, if you separated from service before the TSA
Contract is purchased (including amounts transferred into the TSA Contract from
other investment vehicles on a tax free basis plus earnings on such amounts).

12. Plan Termination: For the Keogh and certain TSA Contracts, if your plan
terminates and the Account Balance is rolled over into another annuity contract
we issue.

13. Hardship: For the PEDC and unallocated Keogh and certain TSA Contracts,
if you suffer an unforeseen hardship.

14. Pre-Approved Investment Vehicles: For Keogh Contracts, if you make a
direct transfer to other investment vehicles we have pre-approved. For the
unallocated Keogh Contract, if you are a "restricted" participant, as shown on
the Contract, and your Account Balance is rolled over to a MetLife individual
retirement annuity within 120 days after you are eligible to receive a plan
distribution.

15. Transfer from other MetLife Contracts (A) For transfers prior to January
1, 1996: If you rolled over amounts from other MetLife contracts we designate,
of the following two formulas, we will apply the one that is more favorable to
you:

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(2) subject the rollover amounts to a withdrawal charge determined as
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

[Download Table]

[6 &
1 2 3 4 5 BEYOND]

5% 4% 3% 2% 1% 0

(B) For transfers commencing on or after January 1, 1996:

(1) If you roll over amounts from other MetLife contracts we designate that
they have been in force at least two years (except as covered in (2) below),
we will apply the one of the following two formulas that is more favorable to
you: (a) the same withdrawal charge schedule that would have applied to the
rollover amounts had they remained in your other MetLife contracts, however,
any exceptions or reductions to the basic withdrawal charge percentage that
this Contract does not provide for (such as a 0% charge at the end of an
interest rate guarantee period or a 3% charge at the third anniversary) will
not apply; or (b) subject the rollover amounts to a withdrawal charge
determined as described above in "What is the early withdrawal charge (sales
load)?" as follows:

DURING PURCHASE PAYMENT YEAR

[Download Table]

6 &
1 2 3 4 5 BEYOND

5% 4% 3% 2% 1% 0%

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

DEATH BENEFIT
...............................................................................

WHAT IS THE DEATH BENEFIT?

The death benefit is the greatest of (i) your Account Balance, (ii) your
highest Account Balance as of December 31 of any fifth Contract anniversary
less any later partial withdrawals and any later annual Contract charges
withdrawn from the Fixed Interest Account and (iii) the total of all of your
purchase payments less any partial withdrawals, in any case less any
outstanding loan balance under your Fixed Interest Account. The amount
determined to be the death benefit under the formula above for the allocated
Keogh Contract will be deemed to be the participant's account balance under
his/her plan. There is no death benefit for any unallocated Keogh Contract.

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

You name the beneficiary under the TSA and 403(a) Contracts. The death
benefit is paid either to the PEDC trustee, to your employer under the PEDC
Contract or the Keogh trustee under the Keogh Contract.

The payee may take a lump sum cash payment or apply the death benefit (less
any applicable annuity taxes) to an income annuity from the types available
under your Contract.

INCOME OPTIONS
...............................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your Account Balance and apply
that money (less any annuity taxes and applicable Contract charges that must
be paid) to an income annuity.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

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WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

Both fixed and variable income options are available. Under a fixed income
option, we guarantee a specified, fixed payment, which will depend on the
income option chosen, the age and sex of the annuitant and joint annuitant, if
applicable, (except where unisex rates are required by law) and the portion of
your Account Balance used to provide the fixed income option. If a currently
issued immediate annuity of the same type will provide greater income
payments, the immediate annuity rates will be used.

If you do not select an income option by the date the Contract specifies,
you have not withdrawn your entire Account Balance, and your Contract was not
issued under a retirement plan, you will be issued a life annuity with a ten
(10) year guarantee. In that case, if you do not tell us otherwise, your Fixed
Interest Account Balance will be used to provide a fixed income option and
your Separate Account Balance will be used to provide a variable income
option.

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SECTION II: INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
...............................................................
WHAT ARE INCOME ANNUITIES?

Income Annuities provide you with a series of payments for either a period of
time or life that are based upon the investment performance of the investment
divisions of the Separate Account. The amount of the payment will fluctuate and
is not guaranteed as to a specified amount. You may elect to have a portion of
your income payment under the fixed income option that is guaranteed by
MetLife's general account. That portion of the payment from the fixed income
option will not fluctuate and is fixed. You may purchase an Income Annuity even
if you did not have a Contract during the accumulation period.

Income Annuities can be either group or individual and are offered as IRAs,
SEPs, TSAs, PEDC, Keogh, 403(a) and Non-Qualified annuities. Some income
annuities have a reduced general administrative expenses and mortality and
expense risk charge as a result of reduced administration expenses.

This Prospectus describes four types of Income Annuities: TSAs, PEDC, Keogh
and 403(a) annuities.

MAY THE INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. Your Income Annuity may provide that your choice of income types is
subject to the terms of your retirement plan. Your Income Annuity will indicate
under which circumstances this is the case. We may rely on your employer's or
plan administrator's statements to us as to the terms of the plan or your
entitlement to any amounts. We will not be responsible for determining what
your plan says.

WHAT ARE THE INVESTMENT CHOICES?

The investment choices provided through the Separate Account are the Income,
Diversified, Stock Index, Growth, Aggressive Growth, International Stock
Divisions, and, if approved in your state, Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions
described earlier in Section 1 under "Your Investment Choices." The Calvert
Social Balanced Division is available in some cases. If you are covered under a
group Income Annuity, the employer, association or group may have limited the
number of available divisions. Your Income Annuity will indicate which
divisions were available to you when we issued it. We may add or eliminate
divisions for some or all persons. In some states, you may be limited to four
investment divisions to provide the variable income payment or up to three
investment divisions if a fixed income option is also selected.

ADMINISTRATION
................................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Income Annuities should be
sent to our Designated Office. We will provide you with the address for this
Office. All checks should be payable to "MetLife." You can also make certain
requests by telephone. In order to have the purchase payment for the Income
Annuity credited to you, we must receive your payment and complete
documentation. We will provide the appropriate forms. Under group Income
Annuities, your employer, the trustee of the Keogh plan or the group in which
you are an annuitant or member must also identify you to us on their reports
and tell us how the purchase payment should be allocated among the investment
divisions of the Separate Account and the fixed income option.

Your purchase payment is normally credited to you within two days of receipt
at our Designated Office. However, if you fill out our forms incorrectly or
incompletely or other documentation is not completed properly, we have up to
five business days to credit the purchase payment. If the problem cannot be
resolved by the fifth business day, we will notify you and give you the reasons
for the delay. At that time, you will be asked whether you agree to let us keep
the purchase payment until the problem is remedied. If you do not agree, your
purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., Eastern time, on
the day we receive them at our Designated Office, except when they are received
(1) on a day when the annuity unit value (which will be discussed later in this
Prospectus) is not calculated or (2) after 4:00 p.m., Eastern time. In those
cases, the payment will be effective the next day the annuity unit value is
calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Income Annuity.

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DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
...............................................................................

WHAT IS AN ANNUITY UNIT VALUE?

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

When we determine the annuity unit value for an investment, we use the same
"experience factor" as that derived for the calculation of accumulation units
as described in Section I.

To calculate an annuity unit value, we first multiply the experience factor
for the period by a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (The AIR may be in the range of 3% to 6%, as defined in your Income
Annuity and the laws of your state.) The resulting number is then multiplied
by the last previously calculated annuity unit value to produce the new
annuity unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

TRANSFERS
...............................................................................

CAN YOU MAKE TRANSFERS?

WHEN WILL TRANSFERS BE PROCESSED?

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. Except for Keogh Income Annuities, if we agree and you complete the form
we
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...............................................................
supply, you may also authorize your sales representative to make transfer
requests on your behalf by telephone. All telephone transfers are subject to
the same procedures and limitations of liability as described earlier in
Section I.

DEDUCTIONS AND CHARGES
................................................................................

WHAT IS THE CONTRACT FEE?

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitant's may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Income Annuity will be greater than we estimated.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Three persons figure in the description below: the owner of the Income
Annuity (the person with all rights under the contract including the right to
direct who receives payments), the annuitant (the person whose life is the
measure for determining the timing and sometimes the amount of income payments)
and the beneficiary (the person who may receive benefits if no annuitants or
owners are living).

Your Lifetime Annuity--A variable income payable during the annuitant's life.

Income for a Guaranteed Period Annuity--A variable income payable for a
guarantee period (5-30

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years). Payments cease at the end of the guarantee period (which is often
called a "term certain" period) even if the annuitant is still alive. If the
annuitant dies prior to the end of the guarantee period, payments are made to
the owner of the annuity (or to the beneficiary if the owner dies before the
end of the guarantee period) for the rest of the guarantee period.

IS THERE A FREE LOOK?

Yes. There is a Free Look when you purchase an Income Annuity. There is no
Free Look when an Income Annuity is the variable income option under a
Contract. You may cancel your Income Annuity within 10 days (20 days in North
Dakota and Idaho for individual Income Annuities) after you receive it by
telling us in writing. We will then refund your purchase payment (however, for
Income Annuities issued in Pennsylvania, Illinois and Minnesota we will
instead pay you the value of your annuity units). The Free Look is 30 days if
an individual Income Annuity was issued in California and you are 60 years old
or older. If you cancel the Income Annuity, we will then refund the value of
your annuity units. If you purchased your Income Annuity by mail, you may have
more time to return your Income Annuity.

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SECTION III: OTHER DEFERRED CONTRACT
AND INCOME ANNUITY PROVISIONS
....................................
...........................
CAN WE CANCEL YOUR CONTRACT OR INCOME ANNUITY?

We may not cancel your Income Annuity.

We may cancel your Contract. If we do so for a Contract delivered in New
York, we will return the full Account Balance. In other states, you will
receive an amount equal to what you would have received if you had requested a
total withdrawal of your Account Balance. Early withdrawal charges may apply.

We will only cancel your Contract if we do not receive any purchase payments
for you for 36 consecutive months and your Account Balance is less than $2,000
(except for the unallocated Keogh Contract). We may only cancel the unallocated
Keogh Contract if we do not receive any purchase payments for you for 12
consecutive months and your Account Balance is less then $15,000. We will only
do so to the extent allowed by law. Certain Contracts do not contain these
cancellation provisions.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Generally, the spouse must give qualified consent whenever you elect to:

a. choose income payments other than on a qualified joint and survivor
annuity basis ("QJSA") (one under which we make payments to you during
your lifetime and then make payments reduced by no more than 50% to your
spouse for his or her remaining life, if any); or choose to waive the
qualified pre-retirement survivor annuity benefit ("QPSA"), (the benefit
payable to the surviving spouse of a participant who dies with a vested
interest in an accrued retirement benefit under the plan before payment
of the benefit has begun);

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary;

d. use accrued benefit as security for a loan exceeding $5,000.

Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must meet
certain requirements, including that it be in writing that acknowledges the
identity of the designated beneficiary and the form of benefit selected, dated,
signed by your spouse, witnessed by a notary public or plan representative and
in a form satisfactory to us. The waiver of a QJSA generally must be executed
during the 90-day period ending on the date on which income payments are to
commence, or the withdrawal or the loan is to be made, as the case may be. If
you die before benefits commence, your surviving spouse will be your
beneficiary unless he or she has given a qualified consent otherwise. The
qualified consent to waive the QPSA benefit and the beneficiary designation
must be made in writing which acknowledges the designated beneficiary, dated,
signed by your spouse, witnessed by a notary public or plan representative and
in a form satisfactory to us. Generally, there is no limit to the number of
beneficiary designations as long as a qualified consent accompanies each
designation. The waiver of and the qualified consent for the QPSA benefit
generally may not be given until the plan year in which you attain age 35. The
waiver period for the QPSA ends on the date of your death. If your benefit is
worth $5,000 or less, your plan may provide for distribution of your entire
interest in a lump sum without spousal consent.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as pre-authorized systematic purchase payments which are
transfers from the Fixed Interest Account and SWIP payments, may be confirmed
quarterly. MetLife confirms quarterly purchase transactions under TSA Contracts
made on the basis of salary reduction or deduction.

CAN WE CHANGE THE PROVISIONS OF YOUR CONTRACT OR INCOME ANNUITY?

Yes. We have the right to make certain changes to your Contract or Income
Annuity, but only as permitted by law. We make changes when we think they would

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best serve the interest of all participants or would be appropriate in
carrying out the purposes of the Contract or Income Annuity. If the law
requires, we will also get your approval and that of any appropriate
regulatory authorities. Examples of the changes we may make include:

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

6. To make any necessary technical changes in the Contracts or Income
Annuities in order to conform with any of the above-described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an Account Balance, we will notify
you of the change. You may then make a new choice of investment divisions. For
Contracts issued in Pennsylvania (and Income Annuities where required by law),
we will ask your approval before any technical changes are made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

You will be entitled to give instructions regarding the votes attributable
to your Contract or Income Annuity in your sole discretion. Under the Keogh
Contracts, participants may instruct you to give us instructions regarding
shares deemed attributable to their contributions to the Contract. Under the
Keogh Contracts, we will provide you with the number of copies of voting
instruction soliciting materials that you request so that you may furnish such
materials to participants who may give you voting instructions. Neither the
Separate Account nor MetLife has any duty to inquire as to the instructions
received or your authority to give instructions; thus, as far as the Separate
Account, and any others having voting interests in respect of the Separate
Account are concerned, such instructions are valid and effective.

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CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or investment policies for any portfolio if required by any insurance
regulatory authority; (2) to refrain from making any change in the investment
policies or any investment manager or principal underwriter or any portfolio
which may be initiated by those having voting interests or the Metropolitan
Fund's or Calvert Variable Series, Inc.'s boards of directors, provided
MetLife's disapproval of the change is reasonable and, in the case of a change
in investment policies or investment adviser, based on a good faith
determination that such change would be contrary to state law or otherwise
inappropriate in light of the portfolio's objective and purposes; or (3) to
enter into or refrain from entering into any advisory agreement or
underwriting contract, if required by any insurance regulatory authority.

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR CONTRACT OR INCOME ANNUITY AND DO YOU PAY A COMMISSION ON THE
PURCHASE OF YOUR CONTRACT OR INCOME ANNUITY?

The licensed sales representatives and broker-dealers who sell Contracts and
Income Annuities and certificates and interests in the Contracts and Income
Annuities may be compensated for these sales by commissions that we pay. There
is no front-end sales load deducted from purchase payments to pay sales
commissions. The Separate Account also does not pay sales commissions. The
commissions we pay range from 0% to 6% depending on the age of the participant
or annuitant.

From time to time, MetLife may pay organizations or associations a fee,
reimburse them for certain expenses, lease office space from them, purchase
advertisements in their publications or enter into other such arrangements in
connection with their endorsing or sponsoring MetLife's variable annuity
contracts or services, for permitting MetLife to undertake certain marketing
efforts of the organizations' members in connection with sales of MetLife
variable annuities, or some combination thereof. Additionally, MetLife has
retained consultants who are paid a fee for their efforts in establishing and
maintaining relationships between MetLife and various organizations.

We also make payments to our licensed sales representatives based upon the
total Account Balances of the Contracts assigned to the sales representatives.
Under the program, we pay an amount up to .12% of the total Account Balances
of the Contracts, other registered variable annuity contracts, certain mutual
fund account balances and cash values of certain life insurance policies.
These asset based commissions compensate the sales representatives for
servicing the Contracts. These payments are not made for Income Annuities.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

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different Separate Account charges and early withdrawal charges. Performance
may be calculated based upon historical performance of the underlying
portfolios of the Metropolitan Fund and the Calvert Social Balanced Portfolio
and may assume that certain Contracts were in existence prior to their
inception date. After the inception date, actual accumulation unit or annuity
unit data is used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time, the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit
and savings accounts. The Separate Account may use the Consumer Price Index in
its advertisements as a measure of inflation for comparison purposes. From
time to time, the Separate Account may advertise its performance ranking among
similar investments or compare its performance to averages as compiled by
independent organizations such as Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS (R) and The Wall Street Journal. The Separate Account
may also advertise its performance in comparison to appropriate indices, such
as the Standard & Poor's 500 Index, the Standard & Poor's 400 Index, the
Standard & Poor's 600 Index, the Russell 2000 Growth Index, Lehman Brothers
Government/Corporate Bond Index, the Merrill Lynch High Yield Bond Index, The
Morgan Stanley Capital International All Country World Index and The Morgan
Stanley Capital International, Europe, Australia, Far East (EAFE) Index.

Performance may be shown for two investment strategies that are made
available under certain Contracts. The first is the "Equity Generator." Under
the "Equity Generator," an amount equal to the interest earned during a
specified interval (i.e., monthly, quarterly) in the Fixed Interest Account is
transferred to the Stock Index Division or the Aggressive Growth Division. The
second technique is the "Equalizer SM." Under this strategy, once during a
specified period (i.e., monthly, quarterly), a transfer is made from the Stock
Index Division or the Aggressive Growth Division to the Fixed Interest Account
or from the FIxed Interest Account to the Stock Index Division or Aggressive
Growth Division in order to make the account and the division equal in value.
An "Equity Generator Return," "Aggressive Equity Generator Return," "Equalizer
Return" or "Aggressive Equalizer Return" will be calculated by presuming a
certain dollar value at the beginning of a period and comparing this dollar
value with the dollar value, based on historical performance, at the end of
the period, expressed as a percentage. The "Return" in each case will assume
that no withdrawals have occurred. We may also show performance for the Equity
Generator and Equalizer investment strategies using any other investment
divisions for which these strategies are made available in the future. If we
do so, performance will be calculated in the same manner as described above,
using the appropriate account and/or investment divisions.

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SECTION IV: TAXES
..............................................................
GENERAL

Federal tax laws are complex and are subject to frequent change as well as
to judicial and administrative interpretation. The following is a general
summary intended to point out what we believe to be some general rules and
principles, and not to give specific tax or legal advice. Failure to comply
with the law may result in significant penalties. For details or for advice on
how the law applies to your individual circumstances, consult your tax advisor
or attorney. You may also get information from the Internal Revenue Service.

In the opinion of our attorneys, the Separate Account and its operations
will be treated as part of MetLife, and not taxed separately. We are taxed as
a life insurance company. Thus, although the Contracts and Income Annuities
allow us to charge the Separate Account with any taxes or reserves for taxes
attributable to it, we do not expect that under current law we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR DEFERRED CONTRACT?

Generally, all contributions under the Contracts will be contributed on a
"before-tax" basis. This means that the purchase payments either reduce your
income, entitle you to a tax deduction or are not subject to current income
tax. Because of this, Federal income taxes are payable on the full amount of
money you withdraw as well as on income earned under the Contract.

Non-Qualified contracts with an endorsement containing tax provisions
required for Keogh and corporate plans may be issued to Keogh and corporate
plans covering one individual. In such event, contributions under such
contracts will be made on a "before-tax" basis and the rules applicable to
Keogh plans will apply to such contracts, notwithstanding any provision in the
contracts to the contrary. Wherever the terms "Keogh Contract" or "Keogh plan"
appears in this section, the term shall be deemed to include non-qualified
contracts with an appropriate endorsement issued to Keogh and corporate plans
covering one individual.

Under some circumstances certain of the Contracts, accept both purchase
payments that entitle you or the owner to a current tax deduction or to an
exclusion from income and those that do not. Taxation of withdrawals depends
on whether or not you or the owner were entitled to deduct or exclude the
purchase payments from income in compliance with the Code.

The taxable portion of a distribution from a Keogh, 403(a) and TSA Contract
to the participant or the participant's spouse (if she/he is the beneficiary)
that is an "eligible rollover distribution," as defined in the Code, is
subject to 20% mandatory Federal income tax withholding unless the participant
directs the trustee, insurer or custodian of the plan to transfer all or any
portion of his/her taxable interest in such plan to the trustee, insurer or
custodian of (1) an individual retirement arrangement under (S)408; (2) a
qualified trust or 403(a) annuity plan, if the distribution is from a Keogh or
403(a) Contract; or (3) a TSA, if the distribution is from a TSA Contract. An
eligible rollover distribution generally is the taxable portion of any
distribution from a Keogh, 403(a) or TSA Contract, except the following: (a) a
series of substantially equal periodic payments over the life (or life
expectancy) of the participant; (b) a series of substantially equal periodic
payments over the lives (or joint life expectancies) of the participant and
his/her beneficiary; (c) a series of substantially equal periodic payments
over a specified period of at least ten years; (d) a minimum distribution
required during the participant's lifetime or the minimum amount to be paid
after the participant's death; (e) refunds of excess contributions to the plan
described in (S)401(k) of the Code for corporations and unincorporated
businesses; (f) certain loans treated as distributions under the Code; (g) the
cost of life insurance coverage which is includible in the gross income of the
plan participant; and (h) any other taxable distributions from any of these
plans which are not eligible rollover distributions.

All taxable distributions from Keogh, 403(a) and TSA Contracts that are not
eligible rollover distributions will be subject to Federal income tax
withholding unless the payee elects to have no withholding. The rate of
withholding is as determined by the Code and Regulations thereunder at the
time of payment. All taxable distributions from the PEDC Contract will be
subject to the same Federal income tax withholding as regular wages.

Each type of Contract is subject to various tax limitations. Typically, the
maximum amount of purchase payment is limited under Federal tax law and there
are limitations on how long money can be left under the Contracts before
withdrawals must begin. A 10% tax penalty applies to certain taxable
withdrawals from the Contract (or in some cases from the plan or arrangement
that purchased the Contract) before you are age 59 1/2.
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Withdrawals from the TSA Contracts are generally entirely prohibited before
age 59 1/2.

The following paragraphs will briefly summarize some of the tax rules on a
Contract-by-Contract basis, but will make no attempt to mention or explain
every single rule that may be relevant to you. We are not responsible for
determining if your plan or arrangement satisfies the requirements of the
Code.

TSA Contracts. These fall under (S)403(b) of the Code that provides certain
tax benefits to eligible employees of public school systems and organizations
that are tax exempt under (S)501(c)(3) of the Code.

Your employer buys the Contract for you although you then own it. The Code
limits the amount of purchase payments that can be made. Purchase payments
over this amount may be subject to adverse tax consequences. Special rules
apply to the withdrawal of excess contributions. Withdrawals before age 59 1/2
are prohibited except for (a) amounts contributed to or earned under your
(S)403(b) arrangement before January 1, 1989 that were either paid into or
earned under the Contract or later transferred to it in a manner satisfying
applicable Code requirements (withdrawals are deemed to come first from pre-
1989 money that is not subject to these restrictions, until all of such money
is withdrawn); (b) tax-free transfers to other (S)403(b) funding vehicles or
any other withdrawals that are not "distributions" under the Code; (c) amounts
that are not attributable to salary reduction elective deferral contributions
(i.e., generally amounts not attributable to your pre-tax contributions and
their earnings); (d) after you die, separate from service or become disabled
(as defined in the Code); (e) in the case of financial hardship (as defined in
the Code) but only your purchase payments may be withdrawn for hardship, not
earnings; or (f) under any other circumstances as the Code allows. Special
withdrawal restrictions under (S)403(b)(7)(A)(ii) of the Code apply to amounts
that had once been invested in mutual funds under custodial arrangements even
after such amounts are transferred to a Contract.

Taxable withdrawals (other than tax-free transfers) that are allowed before
you are age 59 1/2 are subject to an additional 10% tax penalty on the taxable
portion of the withdrawal. This penalty does not apply to withdrawals (1) paid
to a beneficiary or your estate after your death; (2) due to your permanent
disability (as defined in the Code); (3) made in substantially equal periodic
payments (not less frequently than annually) over the life or life expectancy
of you or you and another person named by you, where such payments begin after
separation from service; (4) made to you after you separate from service with
your employer after age 55; (5) made to you on account of deductible medical
expenses (whether or not you actually itemize deductions); (6) made to an
"alternate payee" under a "qualified domestic relations order" (normally a
spouse or ex-spouse); (7) of excess matching employer contributions made to
eliminate discrimination under the Code; or (8) timely made to reduce an
elective deferral as allowed by the Code. If you are under age 59 1/2 and are
receiving SWIP payments that you intend to qualify as a series of
substantially equal periodic payments under (S)72(t) of the Code and thus not
subject to the 10% tax penalty, any modifications to your SWIP payments before
age 59 1/2 or, if later, five years after beginning SWIP payments will result
in the retroactive imposition of the 10% tax penalty. You should consult with
your tax adviser to determine whether you are eligible to rely on any
exceptions to the 10% tax penalty rule before you elect to receive any SWIP
payments or make any modifications to your SWIP payments.

Withdrawals may be transferred to another (S)403(b) funding vehicle or (for
eligible rollover distributions) to an IRA without Federal tax consequences if
Code requirements are met. Your Contract is not forfeitable and you may not
transfer it. Generally, for taxable years after 1996, if you do not have a 5%
or more ownership interest in your employer, your entire interest in the
Contract must be withdrawn or begin to be withdrawn by April 1 of the calendar
year following the later of: the year in which you reach age 70 1/2 or, to the
extent permitted under your plan or contract, the year in which you retire. A
tax penalty of 50% applies to withdrawals which should have been made but were
not. Complex rules apply to the timing and calculation of these withdrawals.
Other complex rules apply to how rapidly withdrawals must be made after your
death. Generally, if you die before the required withdrawals have begun, we
must make payment of your entire interest under the Contract within five years
of the year in which you died or begin payments under an income annuity
allowed by the Code to your beneficiary over his or her lifetime or over a
period not beyond your beneficiary's life expectancy starting by the December
31 of the year following the year in which you die. If your spouse is your
beneficiary, payments may be made over your spouse's lifetime or over a period
not beyond your spouse's life expectancy starting by the December 31 of the
year in which you would have reached age 70 1/2, if later. If you die after
income payments begin, payments must continue to be made at least as rapidly
as under the method of distribution that was used as of the date of your
death. If your Contract is subject to the Retirement Equity Act, your spouse
has certain rights which may be waived with the written consent of your
spouse. The IRS allows you to aggregate the amount required to be withdrawn
from each TSA contract you

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own and to withdraw this amount in total from any one or more of the TSA
contracts you own.

Keogh Contracts. Pension and profit-sharing plans satisfying certain Code
provisions are considered to be "Keogh" plans. Complex rules apply to the
establishment and operation of such plans, including the amounts that may be
contributed under them. Excess contributions are subject to a 10% penalty.
Special rules apply to the withdrawal of excess contributions.

Taxable withdrawals before age 59 1/2 are subject to a 10% tax penalty (this
does not apply to the return of any non-deductible purchase payments). This
penalty does not apply to withdrawals (1) paid to a beneficiary or your estate
after your death; (2) due to your permanent disability (as defined in the
Code); (3) made in substantially equal periodic payments (not less frequently
than annually) over the life or life expectancy of you or you and another
person named by you as your beneficiary where such payments begin after
separation from service; (4) made to you after you separate from service with
your employer after age 55; or (5) made to you on account of deductible medical
expenses (whether or not you actually itemize deductions).

Under rules similar to those described above for TSAs, for taxable years
after 1996, if you do not have a 5% or more ownership interest in your
employer, withdrawals of your entire interest under the Contract must be made
or begun to be made beginning no later than the April 1 of the calendar year
following the later of: the year in which you reach age 70 1/2 or, to the
extent permitted under your plan or contract, the year you retire. Also, if you
die before required withdrawals have begun, the entire interest in the Contract
generally must be paid within five years of the year in which you died.

If your benefit under the Keogh plan is worth more than $5,000, the Code
requires that your income annuity protect your spouse if you die before you
receive any payments under the annuity or if you die while payments are being
made. You may waive these requirements with the written consent of your spouse.
Designating a beneficiary other than your spouse is considered a waiver.
Waiving these requirements may cause your monthly benefit to increase during
your lifetime.

Non-Qualified contracts with an endorsement containing tax provisions
required for Keogh and corporate plans may be issued to Keogh and corporate
plans covering one individual. In such event, the rules applicable to Keogh
plans as outlined above will apply to such contracts, notwithstanding any
provision in the contracts to the contrary.

PEDC Contract. PEDC plans are available to State or local governments and
certain tax-exempt organizations as described in (S)457 of the Code. These
plans, which must meet the requirements of (S)457(b), provide certain tax
deferral benefits to employees and independent contractors. The plans are not
available to churches and qualified church-controlled organizations. A PEDC
plan maintained by a State or local government must be held in trust (or
custodial account or annuity contract) for the exclusive benefit of plan
participants and their beneficiaries. However, for state or local government
plans in existence on August 20, 1996, these requirements do not have to be met
prior to January 1, 1999. Plan benefit deferrals, contributions and all income
attributable to such amounts under PEDC plans, other than those maintained by a
State or local government as described above, are (until made available to the
participant or other beneficiary) solely the property of the employer, subject
to the claims of the employer's general creditors.

The compensation amounts that may be deferred under a PEDC plan may not
exceed certain deferral limits established under the federal tax law. In
addition, contributions to other plans may reduce the deferral limit even
further.

Under the plan, amounts will not be made available to participants or
beneficiaries until the earliest of (1) the calendar year in which the
participant reaches age 70 1/2, (2) when the participant separates from service
with the employer, or (3) when the participant is faced with an unforeseeable
emergency as described in the income tax regulations. Amounts will not be
treated as "made available" under these rules if (i) an election to defer
commencement of a distribution is made by the participant and such election
meets certain requirements, or (ii) the total amount payable is $5,000 or less
and certain other requirements are met.

Withdrawals must conform to the complex minimum distribution requirements of
the Code, including the requirement that distributions must generally begin no
later than April 1 of the calendar year following the later of: the year in
which the participant attains age 70 1/2 or, to the extent permitted under your
plan or contract, the year the participant retires. Although the minimum
distribution rules are similar to the rules summarized above for TSAs there are
some differences. For example, for PEDC plans, any distribution payable over a
period of more than one year can only be made in substantially non-increasing
amounts, and generally distributions may not exceed 15 years.

Special rules apply to certain non-governmental PEDC plans deferring
compensation from taxable years beginning before January 1, 1987 (or beginning
later but

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based on an agreement in writing on August 16, 1986 and which then provided
for deferral of fixed amounts or amounts determined by a fixed formula).

403(a) Contracts. The employer adopts a 403(a) plan as a qualified
retirement plan to provide benefits to participating employees. The plan
generally works in a similar manner to a corporate qualified retirement plan
except that the 403(a) plan does not have a trust or a trustee.

The Code limits the amount of contributions and distributions that may be
made under 403(a) plans. Taxable withdrawals before age 59 1/2 may be subject
to a 10% tax penalty. Any amounts distributed under the 403(a) Contracts are
generally taxed according to the rules described under (S)72 of the Code.
Under rules similar to those described above for TSAs, for taxable years after
1996, if you do not have a 5% or more ownership interest in your employer,
withdrawals of your entire interest under the Contract must be made or begun
to be made no later than the April 1 of the calendar year following the later
of: the year in which you reach age 70 1/2 or, to the extent permitted under
your plan or contract, the year you retire. Also, if you die before required
withdrawals have begun, the entire interest in the plan generally must be paid
within five years of the year in which you died. The minimum distribution
rules for 403(a) Contracts are similar to those rules summarized above for
TSAs.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

Generally, all purchase payments under the Income Annuities will be on a
"before-tax" basis. This means that the purchase payment was either a
reduction from income, entitled you to a tax deduction or was not subject to
current income tax. Because of this, Federal income taxes are payable on the
full amount of money paid as income payments under the Income Annuity.

Under some circumstances certain of the Income Annuities accept both
purchase payments that have entitled you or the owner to a current tax
deduction or to a reduction in taxable income and those that do not. Taxation
of income payments depends on whether or not you or the owner were entitled to
deduct or exclude from income the purchase payment in compliance with the
Code.

All taxable income payments other than income payments under the PEDC Income
Annuity will be subject to Federal income tax withholding unless the payee
elects to have no withholding. The rate of withholding is as determined by the
Code at the time of payment. All taxable income payments under the PEDC Income
Annuity will be subject to the same Federal income tax withholding treatment
as regular wages.

Income payments (other than tax-free transfers to other (S)403(b) funding
vehicles and those made under a PEDC plan) that are allowed before you are age
59 1/2 are generally subject to an additional 10% tax penalty on the taxable
portion of the income payment. This penalty does not apply to income payments
(1) paid to a beneficiary or your estate after your death; (2) due to your
permanent disability (as defined in the Code); or (3) made in substantially
equal periodic payments (not less frequently than annually) over the life or
life expectancy of you or you and another person named by you as your
beneficiary, where such payments begin after separation from service.
Additionally, under TSAs, Keogh and 403(a) plans the penalty does not apply to
income payments (1) made to you after you separate from service with your
employer after age 55; (2) made to you on account of deductible medical
expenses (whether or not you actually itemize deductions); or (3) made to an
"alternate payee" under a "qualified domestic relations order" (normally a
spouse or ex-spouse). There is a possibility that if you make transfers as
described earlier in this Prospectus before age 59 1/2 or within five years of
the purchase of the Income Annuity, the exercise of the transfer provision may
cause the retroactive imposition of this tax.

The following paragraphs will briefly summarize some of the tax rules, but
we will make no attempt to mention or explain every single rule that may be
relevant to you. We are not responsible for determining if your plan or
arrangement satisfies the requirements of the Code.

For taxable years after 1996, if you do not have a 5% or more ownership
interest in your employer, income payments under the TSA, Keogh, PEDC and
403(a) Income Annuities generally must begin by April 1 of the year following
the later of: the year in which you reach age 70 1/2 or, to the extent
permitted under your plan or contract, the year you retire and a tax penalty
of 50% applies to payments which should have been made but were not. Complex
rules apply to the timing and calculation of these income payments. Other
complex rules apply to how rapidly income payments must be made after your
death. If you die before income payments begin under the Income Annuity, the
Code generally requires that your entire interest under the Income Annuity be
paid within five years of the year in which you died. If you die after income
payments begin, payments must continue to be made in accordance with the
income type selected. The Code requires that payments continue to be made at
least as rapidly as under the method of distribution that was used as of the
date of your death.

B-PPA-33

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...............................................................

If your benefit under a plan subject to REA is worth more than $5,000, the
Code requires that your Income Annuity protect your spouse if you die before
you receive any income payments under the Income Annuity or if you die while
income payments are being made. If your Income Annuity is subject to the
Retirement Equity Act (REA), your spouse has certain rights which may be
waived with the written consent of your spouse. Waiving these requirements
will cause your initial monthly benefit to increase.

Any income payments distributed under 403(a) Income Annuities are generally
taxed according to the rules described under (S)72 of the Code.

B-PPA-34

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TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

[Download Table]

PAGE

B-PPA-35

485BPOS 92nd Page of 281 TOC 1st Previous Next ↓Bottom Just 92nd
APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

[Enlarge/Download Table]

IRA, SIMPLE
IRA AND SEP NON-QUALIFIED
TSA CONTRACTS CONTRACTS KEOGH AND 403(A) PEDC CONTRACTS CONTRACTS AND
AND INCOME AND INCOME CONTRACTS AND AND INCOME INCOME
ANNUITIES ANNUITIES(1) INCOME ANNUITIES ANNUITIES(2) ANNUITIES
------------- ------------ ---------------- -------------- -------------

(4) The annuity tax in Kentucky is repealed effective January 1, 2000.

B-PPA-36

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INDEX

[Download Table]

B-PPA

ACCOUNT BALANCE........... B-PPA-6
ACCUMULATION UNIT VALUES.. 8-9
Calculation............. 17
ANNUAL CONTRACT FEE....... 4, 6
ANNUITY TAXES............. 4, 6, 17
ANNUITY UNITS............. 17, 23
ASSUMED INVESTMENT RATE... 23
AVERAGE ANNUAL TOTAL RE-
TURN..................... 27
CALVERT SOCIAL BALANCED
PORTFOLIO MANAGEMENT
FEES..................... 4, 13
CALVERT SOCIAL BALANCED
PORTFOLIO TOTAL OPERATING
EXPENSES................. 4
CANCELLATION.............. 26
CHANGE IN ACCUMULATION
UNIT VALUE............... 28
CHANGE IN ANNUITY UNIT
VALUE.................... 28
COMMISSION................ 28
CONFIRMATION.............. 26
CONTRACTS................. 1, 6, 11
CONTRACT YEAR............. 14
DEATH BENEFIT............. 7, 20
DESIGNATED OFFICE......... 13
DISABILITY................ 19
DIVIDENDS................. 11
EARLY WITHDRAWAL CHARGE
(DEFERRED SALES LOAD).... 4, 6, 17-18
EQUALIZER SM.............. 29
EQUITY GENERATOR SM ...... 18, 29
ERISA..................... 26
EXEMPTIONS FROM EARLY
WITHDRAWAL CHARGES....... 6, 18-20
Certain Purchase Pay-
ments.................. 18
Death................... 18
Disability: Keogh, TSA,
403(a), PEDC Contracts. 19
Federal Taxes........... 18
Free Corridor--All other
Contracts.............. 18
Free Corridor--Unallo-
cated Keogh Contract... 18
Free Corridor--TSA and
403(a) Contracts....... 18
Free Look............... 18
Hardship................ 19
Income Annuity.......... 18
Plan Termination........ 19
Preapproved Investment
Vehicles............... 19
Retirement.............. 19
Separation from Service. 19
Systematic Termination.. 18
Transfers............... 18
Transfers from other
MetLife Contracts...... 19-20
EXPERIENCE FACTOR......... 15
FIXED INCOME OPTION....... 21
403(A) CONTRACT........... 1, 7, 11, 19, 20,
22, 30, 31, 33, 34,
36
FREE CORRIDOR............. 18
FREE LOOK................. 18
GENERAL ADMINISTRATIVE EX-
PENSES CHARGE............ 4, 6, 17
INCOME ANNUITIES ......... 1, 7, 22-24
Administration.......... 22
Annuity Unit Value...... 23
Annuity Taxes........... 24
Assumed Investment Rate. 23
Contract Fee............ 24
Free Look............... 25
General Administrative
Expenses Charge........ 24
Income Types............ 24-25
Investment Choices...... 22
Mortality and Expense
Risk Charge............ 24

B-PPA-37

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[Download Table]

B-PPA

Income for Two Lives Annuity............................. 24
Income for Two Lives with a Guaranteed Period Annuity.... 24
Income for Two Lives with a Refund Annuity............... 24
Your Lifetime Annuity.................................... 24
Your Lifetime with a Guaranteed Period Annuity........... 24
Your Lifetime with Refund Annuity........................ 24
Income for a Guaranteed Period Annuity................... 24-25
Purchase Payment......................................... 22
Transfers................................................ 23-24
Taxes.................................................... 24, 33-34
Valuation Period......................................... 23
INCOME OPTIONS............................................. 21
Fixed Income Option...................................... 21
Variable Income Option................................... 21
INVESTMENT CHOICES......................................... 1, 4, 6, 11-12
Calvert Social Balanced Portfolio........................ 1, 4, 6, 11-12
Janus Mid Cap Portfolio.................................. 1, 4, 11, 12
Loomis Sayles High Yield Bond Portfolio.................. 1, 4, 11, 12
MetLife Stock Index Portfolio............................ 1, 4, 12
Scudder Global Equity Portfolio.......................... 1, 4, 12
State Street Research Aggressive Growth Portfolio........ 1, 4, 12
State Street Research Diversified Portfolio.............. 1, 4, 12
State Street Research Growth Portfolio................... 1, 4, 12
State Street Research Income Portfolio................... 1, 4, 11, 12
State Street Research International Stock Portfolio...... 1, 4, 12
T. Rowe Price Small Cap Growth Portfolio................. 1, 4, 11, 12
HARDSHIP................................................... 19
KEOGH CONTRACTS............................................ 1, 6, 7, 11, 14, 18-
21,
22, 26-27, 30-34
MANAGEMENT FEES............................................ 4, 12-13
MORTALITY AND EXPENSE RISK CHARGE.......................... 4, 6, 17
PEDC CONTRACT.............................................. 1, 6-7, 11, 14, 19-
20, 30, 32-34
PERFORMANCE................................................ 28-29
PLAN TERMINATION........................................... 19
PURCHASE PAYMENTS (CONTRIBUTIONS).......................... 6, 13-14
REBALANCER SM (WITHDRAWALS & TRANSFER)..................... 15
RETIREMENT................................................. 19
SALES LOAD................................................. 16-18
SALES REPRESENTATIVES...................................... 28
SEPARATE ACCOUNT........................................... 6, 10
SEPARATION FROM SERVICE.................................... 19
SUMMARY.................................................... 6
SYSTEMATIC TERMINATION..................................... 18
SYSTEMATIC WITHDRAWAL INCOME PROGRAM....................... 16, 26, 31
TAX-SHELTERED ANNUITY CONTRACT............................. 1, 7, 11, 14, 15,
16, 18-22, 26, 30-34
TAXES...................................................... 6, 30-34
403(a) Contract.......................................... 33
General--all markets..................................... 30, 33
Keogh Contracts.......................................... 32
PEDC Contract............................................ 32
TSA Contracts............................................ 30-34
TELEPHONE REQUESTS......................................... 15
TEXAS OPTIONAL RETIREMENT PROGRAM.......................... 15
TOTAL OPERATING EXPENSES................................... 4
TRANSFERS.................................................. 6, 15
VALUATION PERIOD........................................... 15
VOTING RIGHTS.............................................. 27
WITHDRAWALS................................................ 6, 15-16
YIELD...................................................... 28

B-PPA-38

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REQUEST FOR A STATEMENT OF ADDITIONAL INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of Additional Information, or
have changed your address, please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc.

[_] Calvert Social Balanced Portfolio

[_] I have changed my address. My CURRENT address is:

Name:
------------------------- -------------------------------------------------
(Contract Number) Address:
-------------------------------------------------

------------------------- -------------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY

ATTN: ALAN DEMICHELE
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010

485BPOS 96th Page of 281 TOC 1st Previous Next ↓Bottom Just 96th
[LOGO] MetLife(R)
Metropolitan Life Insurance Company

Johnstown Office, 500 Schoolhouse Road

Johnstown, PA 15907-2914

ADDRESS SERVICE REQUESTED

Bulk Rate
U.S. Postage Paid
Rutland, VT
Permit 220

485BPOS 97th Page of 281 TOC 1st Previous Next ↓Bottom Just 97th
Preference Plus (R) Account Prospectus--Enhanced Contracts

Enhanced Contracts and
Enhanced Income Annuities

May 1, 1998

[LOGO] MetLife(R)

Retirement & Savings Center

485BPOS 98th Page of 281 TOC 1st Previous Next ↓Bottom Just 98th
METROPOLITAN LIFE SEPARATE ACCOUNT E

ENHANCED PREFERENCE PLUS
GROUP ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes group Enhanced Preference Plus Contracts
("Enhanced Contracts") and group Enhanced Preference Plus Income Annuities
("Enhanced Income Annuities").

Group Enhanced Contracts and Enhanced Income Annuities may only be purchased
through your employer, or a group, association or trust of which you are a
member or participant.

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, WHICH CONTAINS ADDITIONAL INFORMATION AND WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The Prospectus sets forth information about the Enhanced Contracts and
Enhanced Income Annuities and Separate Account E that you should know before
investing. Additional information about the Enhanced Contracts and Enhanced
Income Annuities and Separate Account E has been filed with the Securities and
Exchange Commission in a Statement of Additional Information which is
incorporated herein by reference and which is available upon request without
charge from Metropolitan Life Insurance Company, Retirement and Savings
Center, Area 2H, One Madison Avenue, New York, NY 10010, Attention: Alan
DeMichele. Inquiries may be made to Metropolitan Life Insurance Company, One
Madison Avenue, New York, New York 10010, Attention: Retirement and Savings
Center; telephone number (800) 553-4459. The table of contents of the
Statement of Additional Information appears on page C-PPA-33.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1998.

485BPOS 99th Page of 281 TOC 1st Previous Next ↓Bottom Just 99th
TABLE OF CONTENTS

[Download Table]

PAGE
--------

INDEX OF SPECIAL TERMS................................................ C-PPA- 3
TABLE OF EXPENSES..................................................... C-PPA- 4
SUMMARY............................................................... C-PPA- 6
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION................. C-PPA- 8
FINANCIAL STATEMENTS.................................................. C-PPA- 9
OUR COMPANY AND THE SEPARATE ACCOUNT.................................. C-PPA-10
THE ENHANCED DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS.......... C-PPA-11
YOUR INVESTMENT CHOICES............................................. C-PPA-11
PURCHASE PAYMENTS................................................... C-PPA-13
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT........... C-PPA-14
WITHDRAWALS AND TRANSFERS........................................... C-PPA-14
DEDUCTIONS AND CHARGES.............................................. C-PPA-16
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................ C-PPA-17
DEATH BENEFIT....................................................... C-PPA-19
INCOME OPTIONS...................................................... C-PPA-19
ENHANCED INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS................ C-PPA-20
ADMINISTRATION...................................................... C-PPA-20
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS................... C-PPA-21
TRANSFERS........................................................... C-PPA-21
DEDUCTIONS AND CHARGES.............................................. C-PPA-22
OTHER DEFERRED ENHANCED CONTRACT AND ENHANCED INCOME ANNUITY PROVI-
SIONS................................................................ C-PPA-24
TAXES................................................................. C-PPA-28
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.......... C-PPA-33
APPENDIX.............................................................. C-PPA-34
INDEX................................................................. C-PPA-35

C-PPA-2

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INDEX OF SPECIAL TERMS

[Download Table]

TERMS PAGE
----- --------

Account Balance........................................................ C-PPA- 6
Accumulation Units..................................................... C-PPA-14
Annuity Units.......................................................... C-PPA-21
Assumed Investment Rate................................................ C-PPA-21
Contract Year.......................................................... C-PPA-13
Designated Office...................................................... C-PPA-13
Early Withdrawal Charge................................................ C-PPA-16
Enhanced Contracts..................................................... C-PPA- 1
Enhanced Income Annuities.............................................. C-PPA- 1
Experience Factor...................................................... C-PPA-14
Free Corridor.......................................................... C-PPA-17
Enhanced Preference Plus Contracts..................................... C-PPA- 1
Enhanced Preference Plus Income Annuities.............................. C-PPA- 1
Separate Account....................................................... C-PPA- 6
Systematic Termination................................................. C-PPA-18
Systematic Withdrawal Income Program................................... C-PPA-15
Valuation Period....................................................... C-PPA-14

C-PPA-3

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TABLE OF EXPENSES--ENHANCED PREFERENCE PLUS CONTRACTS AND ENHANCED INCOME
ANNUITIES

The following table illustrates Separate Account and Metropolitan Fund
expenses for the fiscal year ending December 31, 1997:

[Download Table]

CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS
CURRENTLY OFFERED
Sales Load Imposed on Purchases................................... None
Deferred Sales Load............................................... From 0% to
(as a percentage of the purchase payment funding the withdrawal 7%(a)
during the accumulation period)
Exchange Fee...................................................... None
Surrender Fee..................................................... None
ANNUAL CONTRACT FEE................................................ None
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Charge............................ .20%(b)
Mortality and Expense Risk Charge................................. .75%(b)
Total Separate Account Annual Expenses............................ .95%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)

[Download Table]

OTHER
EXPENSES
AFTER
MANAGEMENT EXPENSE
FEES REIMBURSEMENT TOTAL
---------- ------------- -----

State Street Research Income
Portfolio(c)(d)(e)............................ .33 .10 .43
State Street Research Diversified
Portfolio(c)(d)(e)............................ .44 .06 .50
MetLife Stock Index Portfolio(c)............... .25 .08 .33
State Street Research Growth
Portfolio(c)(d)(e)............................ .49 .07 .56
Janus Mid Cap Portfolio(d)(f).................. .75 .14 .89
Loomis Sayles High Yield Bond Portfolio(f)..... .70 .20 .90
State Street Research Aggressive Growth
Portfolio(c)(d)(e)............................ .71 .08 .79
T. Rowe Price Small Cap Growth Portfolio(d)(f). .55 .18 .73
Scudder Global Equity Portfolio(d)(f).......... .90 .22 1.12
State Street Research International Stock
Portfolio(c)(d)(e)............................ .75 .28 1.03
EXAMPLE

If you surrender your Contract at the end of the
applicable time period:

You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on as- 1 YEAR 3 YEARS 5 YEARS 10 YEARS
sets: ------ ------- ------- --------
Income Division............................... $77 $ 88 $102 $167
Diversified Division.......................... 78 91 106 174
Stock Index Division.......................... 76 85 97 155
Growth Division............................... 78 93 109 181
Janus Mid Cap Division........................ 82 103 -- --
Loomis Sayles High Yield Bond Division........ 82 103 -- --
Aggressive Growth Division.................... 81 100 122 207
T. Rowe Price Small Cap Growth Division....... 80 98 -- --
Scudder Global Equity Division................ 84 110 -- --
International Stock Division.................. 83 107 134 232
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(g):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on as-
sets:
Income Division............................... $14 $ 44 $ 76 $167
Diversified Division.......................... 15 46 80 174
Stock Index Division.......................... 13 41 71 155
Growth Division............................... 15 48 83 181
Janus Mid Cap Division........................ 19 58 -- --
Loomis Sayles High Yield Bond Division........ 19 59 -- --
Aggressive Growth Division.................... 18 55 95 207
T. Rowe Price Small Cap Growth Division....... 17 53 -- --
Scudder Global Equity Division................ 21 66 -- --
International Stock Division.................. 20 63 108 232

C-PPA-4

485BPOS 102nd Page of 281 TOC 1st Previous Next ↓Bottom Just 102nd
-------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges," page
C-PPA-16) does not apply to 10% or 20% of the Account Balance. Under
certain other circumstances, the deferred sales load does not apply at
all.

(b) Although total Separate Account annual expenses will not exceed .95% of
average account values, the allocation of these expenses between general
administrative expenses and the mortality and expense risk charges is only
an estimate. (See "Deductions and Charges," page C-PPA-16.)
(c) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.

(d) The marginal rate of the investment management fee for these Portfolios
will decrease when the dollar amount in each Portfolio reaches certain
threshold amounts.

(e) Reflects 1997 management fees, restated to assume changes in management
fees, effective August 1997, had been in effect for the entire year.

(f) The Portfolios commenced operations on March 3, 1997. MetLife has agreed
to bear all expenses (other than management fees, brokerage commissions,
taxes, interest and any extraordinary or non-recurring expenses) in
excess of .20% of the average net assets for each of the Loomis Sayles
High Yield Bond, T. Rowe Price Small Cap Growth, Janus Mid Cap and
Scudder Global Equity Portfolios until each Portfolio's total net assets
are at least $100 million, or until March 2, 1999, whichever is earlier.
Absent such expense reimbursement, other expenses would have been 0.39%
for the Loomis Sayles High Yield Bond Portfolio and 0.31% for the Scudder
Global Equity Portfolio. MetLife ceased subsidizing such expenses for the
Janus Mid Cap Portfolio as of December 31, 1997, and the T. Rowe Price
Small Cap Growth Portfolio as of January 23, 1998.

(g) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge. (See
"Exemptions from Early Withdrawal Charges," page C-PPA-17-19.)

The purpose of the above table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. The table
reflects expenses of the Separate Account and the Metropolitan Fund. It
assumes that there are no other transactions. The Example is intended for
illustrative purposes only; it should not be considered a representation of
past or future expenses. Actual expenses may be higher or lower than those
shown. Annuity taxes are not reflected in the table. See "Deductions and
Charges," page C-PPA-16, for a more detailed description of the charges and
expenses imposed upon the assets in the Separate Account.

C-PPA-5

485BPOS 103rd Page of 281 TOC 1st Previous Next ↓Bottom Just 103rd
...............................................................
SUMMARY
................................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

This Prospectus describes variable accumulation and income annuity contracts
issued by Metropolitan Life Insurance Company ("MetLife," "we," "us" or "our").
The term "Enhanced Contracts" and "Enhanced Income Annuities" also includes
certificates issued under certain group arrangements. Enhanced Income Annuities
are described separately beginning on page C-PPA-20. "You" as used in this
Prospectus means the participant or annuitant for whom money is invested in an
Enhanced Contract or Enhanced Income Annuity. Under the Enhanced Contracts
issued for Keogh Plans, the trustee retains all rights to control the money
under the Enhanced Contract. For these Contracts, where we refer to giving
instructions or making payments to us, "you" means such trustee.

YOUR INVESTMENT CHOICES (PAGES C-PPA-11-13)

Each of the Enhanced Contracts offers an account under which we guarantee
specified interest rates for specified periods (the "Fixed Interest Account").
This Prospectus does not describe that account and will mention the Fixed
Interest Account only where necessary to explain how the "Separate Account"
works. Each Enhanced Contract also offers a choice of investment options under
which values can go up or down based upon investment performance. See
"Determining the Value of Your Separate Account Investment," page C-PPA-14, for
a description of accumulation units and how these values are determined based
upon investment performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES C-PPA-11-13. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN THE
BACK OF THIS PROSPECTUS.

TAXES (PAGES C-PPA-28-32)

PURCHASE PAYMENTS; WITHDRAWALS AND TRANSFERS (PAGES C-PPA-13-14; C-PPA-14-16)

The Enhanced Contracts allow you to make new purchase payments, to transfer
money among investment options and between the Separate Account and the Fixed
Interest Account and to withdraw money credited to you ("Account Balance").
(See "Withdrawals and Transfers," page C-PPA-14.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances and
your Enhanced Contract. (See "Withdrawals and Transfers," page C-PPA-14, and
"Deductions and Charges," page C-PPA-16.)

DEDUCTIONS AND CHARGES (PAGES C-PPA-16-17)

Your Enhanced Contract is subject to various charges.

Annual Enhanced Contract Fees: There is no annual Enhanced Contract fee.
(There is a $20 annual Enhanced Contract fee imposed on certain Fixed Interest
Account balances.)

General Administrative Expenses and Mortality and Expense Risk Charge: .95%
on an annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received.

Metropolitan Series Fund, Inc.: Management fees and other expenses.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES C-PPA-17-19)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

(a) Withdrawals or Transfers without a Charge for All Markets:

Item 1--Transfers among investment divisions or to the Fixed Interest
Account

Item 2--Withdrawals that represent purchase payments made over seven years
ago

Item 3--Free Corridor

Item 4--Free Look

Item 5--Certain Income Annuities

Item 7--Mandated Withdrawals under Federal law

(b) Withdrawals or Transfers without a charge for the Enhanced Individual
Retirement Annuities Market--(in addition to (a) above):

Item 6--Death Benefit

Item 16--Nursing Home or Terminal Illness

C-PPA-6

485BPOS 104th Page of 281 TOC 1st Previous Next ↓Bottom Just 104th
...............................................................

Item 6--Death Benefit

Item 10--Retirement

Item 11--Separation from Service

Item 16--Nursing Home or Terminal Illness

(d) Withdrawals or Transfers Without a Charge for the Enhanced unallocated
Keogh Market--(in addition to (a) above):

Item 8--Systematic Withdrawal

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

DEATH BENEFIT (PAGE C-PPA-19)

Each Enhanced Contract (other than the Enhanced unallocated Keogh Contract)
offers a death benefit that guarantees certain payments in case of your death
even if the Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGE C-PPA-20)

You may use your money to obtain payments guaranteed for life or for certain
other periods (an annuity). These payments may be either for specified, fixed
amounts or for amounts that can go up or down based on the investment
performance of a choice of investment options in the Separate Account
("variable income option"). You may purchase an Enhanced Income Annuity if you
did not have an Enhanced Contract during the accumulation period. Your Enhanced
Income Annuity is subject to various charges. (See "Enhanced Income Annuities--
Deductions and Charges," page C-PPA-22.)

C-PPA-7

485BPOS 105th Page of 281 TOC 1st Previous Next ↓Bottom Just 105th
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

[Enlarge/Download Table]

ACCUMULATION ACCUMULATION NUMBER OF ACCUMULATION
UNIT VALUE UNIT VALUE END UNITS END OF YEAR
ENHANCED PREFERENCE PLUS CONTRACTS YEAR BEGINNING OF YEAR OF YEAR (IN THOUSANDS)
---------------------------------- ---- ----------------- -------------- ----------------------

Income Division
1997 $30.13 $32.77 139
1996 29.36 30.13 128
1995 24.79 29.36 123
1994 25.83 24.79 125
1993 23.43 25.83 151
1992 22.12 23.43 0
1991 19.02 22.12 0
1990 17.91(a) 19.02 0
Diversified
Division 1997 28.11 33.57 390
1996 24.78 28.11 371
1995 19.69 24.78 346
1994 20.51 19.69 341
1993 18.36 20.51 360
1992 16.93 18.36 50
1991 13.68 16.93 0
1990 14.34(a) 13.68 0
Stock Index 1997 24.83 32.50 701
Division
1996 20.44 24.83 629
1995 15.07 20.44 518
1994 15.04 15.07 432
1993 13.86 15.04 399
1992 13.02 13.86 12
1991 10.13 13.02 0
1990 10.85(a) 10.13 0
Growth 1997 47.19 60.00 443
Division
1996 38.99 47.19 402
1995 29.57 38.99 334
1994 30.85 29.57 296
1993 27.22 30.85 258
1992 24.63 27.22 5
1991 18.67 24.63 0
1990 21.66(a) 18.67 0
Janus Mid Cap 1997 10.00(b) 12.72 54
Division
Loomis Sayles 1997 10.00(b) 10.53 15
High Yield
Bond Division

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[Enlarge/Download Table]

Accumulation Accumulation Number of Accumulation
Unit Value Unit Value End Units End of Year
Enhanced Preference Plus Contracts Year Beginning of Year of Year (in thousands)
----------------------------------- ---- ----------------- -------------- ----------------------

Aggressive Growth 1997 35.98 38.02 340
Division 1996 33.72 35.98 341
1995 26.29 33.72 254
1994 27.05 26.29 189
1993 22.26 27.05 163
1992 20.37 22.26 1
1991 12.35 20.37 0
1990 14.85(a) 12.35 0
T. Rowe Price Small Cap 1997 10.00(b) 11.79 85
Growth Division
Scudder Global Equity 1997 10.00(b) 10.88 62
Division
International Stock 1997 13.99 13.54 324
Division 1996 14.38 13.99 368
1995 14.40 14.38 396
1994 13.84 14.40 446
1993 9.45 13.84 339
1992 10.63 9.45 1
1991 10.00(c) 10.63 0

In addition to the above mentioned Accumulation Units, there were cash
reserves of $14,503,548 as of December 31, 1997 applicable to Income Annuities
(including those not described in the Prospectus) receiving annuity payouts.

(a) Inception Date July 2, 1990
(b) Inception Date March 3, 1997
(c) Inception Date July 1, 1991

[CHART DEPICTING ENHANCED PREFERENCE PLUS CONTRACTS ENDING ACCUMULATION UNIT
VALUES]

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from MetLife.

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...............................................................
OUR COMPANY AND THE SEPARATE ACCOUNT
................................................................................

WHO IS METLIFE?

WHAT IS THE SEPARATE ACCOUNT?

We organized the Separate Account on September 27, 1983. It is an investment
account that we maintain separate from our other assets. It is registered with
the Securities and Exchange Commission as a unit investment trust under the
1940 Act. All income, gains and losses, whether or not realized, from the
Separate Account's assets are credited to or charged against the Separate
Account, without regard to our other business. In other words, the Separate
Account's assets are solely for the benefit of those who invest in the Separate
Account and no one else, including our creditors. Our obligation to honor all
of our promises under the Enhanced Contracts and Enhanced Income Annuities is
not limited by the amount of assets in the Separate Account.

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SECTION I: THE ENHANCED DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS
....................................
...........................

WHAT ARE THE ENHANCED CONTRACTS?

The Enhanced Contracts offer you the choice of an account that pays interest
guaranteed by MetLife (the Fixed Interest Account) or an account offering a
range of investment choices where performance is not guaranteed. The Enhanced
Contracts are called "annuities" since they offer a variety of payment
options, including guaranteed income for life.

We offer many types of Preference Plus Contracts to meet your individual
needs. These include contracts meeting the tax requirements under the
following provisions of the Internal Revenue Code ("Code"): (1) Individual
Retirement Annuities (IRAs) under (S)408(b); (2) Simplified Employee Pensions
(SEPs) under (S)408(k); (3) Tax Sheltered Annuities (TSAs) under (S)403(b);
(4) Public Employee Deferred Compensation (PEDC) under (S)457; (5) Keogh plans
under (S)401; (6) Qualified Annuity Plans (403(a)) under (S)403(a); and (7)
Tax Deferred Annuities (Non-Qualified) under (S)72. Our contracts may be
individual or group (offered to an employer, association, trust or other group
for its employees, members or participants). Group Contracts may be issued to
a bank that does nothing but hold them as contractholder. Contracts are either
allocated (we keep records of your Account Balance) or unallocated (we keep
Account Balance records only for the plan as a whole). Some Contracts
("Enhanced Contracts") have a reduced mortality and expense risk charge as a
result of reduced administration expenses.

This Prospectus describes the following Enhanced Contracts: IRAs,
unallocated Keogh and Non-Qualified.

The Prospectus will occasionally refer to the Fixed Interest Account.
However, this Prospectus does not describe that account.

MAY THE ENHANCED CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the
Enhanced Contract may provide that all or some of your rights as described in
this Prospectus are subject to the terms of the plan. You should consult the
plan document to determine whether there are any provisions under your plan
that may limit or affect the exercise of your rights under the Enhanced
Contract. Rights that may be affected include those concerning purchase
payments, withdrawals, transfers, the death benefit and income annuity types.
For example, if part of your Account Balance represents non-vested employer
contributions, you may not be permitted to withdraw these amounts and the
early withdrawal charge calculations may not include all or part of the
employer contributions. The Enhanced Contract may provide that a plan
administrative fee will be paid by making a withdrawal from your Account
Balance. The Enhanced Contract may require that you or your beneficiary obtain
a signed authorization from your employer or plan administrator to exercise
certain rights. Your Enhanced Contract will indicate under which circumstances
this is the case. We may rely on your employer's or plan administrator's
statements to us as to the terms of the plan or your entitlement to any
amounts. We will not be responsible for determining what your plan says.

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments are the Income, Diversified, Stock Index,
Growth, Aggressive Growth, and International Stock Divisions. If approved in
your state, the Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price
Small Cap Growth, and Scudder Global Equity Divisions are also available. Your
employer, association or group may have limited the number of available
divisions. Your Enhanced Contract will indicate the divisions available to you
when we issued it. We may add or eliminate divisions for some or all persons.

A summary of the investment objectives of the currently available portfolios
is as follows:

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...............................................................

State Street Research Growth Portfolio: To achieve long-term growth of capital
and income, and moderate current income, by investing primarily in common
stocks that are believed to be of good quality or to have good growth potential
or which are considered to be undervalued based on historical investment
standards.

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

Scudder Global Equity Portfolio: To achieve long-term growth of capital through
a diversified portfolio of marketable securities, primarily equity securities,
including common stocks, preferred stocks and debt securities convertible into
common stocks. The Portfolio invests on a worldwide basis in equity securities
of companies which are incorporated in the U.S. or in foreign countries. It
also may invest in the debt securities of U.S. and foreign issuers. Income is
an incidental consideration.

State Street Research International Stock Portfolio: To achieve long-term
growth of capital by investing primarily in common stocks and equity-related
securities of non-United States companies.

Each of the currently available Metropolitan Fund Portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee.

For providing investment management services to the State Street Research
Growth Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .55% of the average daily value of the aggregate net assets of
the Portfolio up to $500 million, .50% of such assets on the next $500 million
and .45% of such assets on amounts over $1 billion. For providing investment
management services to the State Street Research Income Portfolio, we receive
monthly compensation from the Portfolio at an annual rate of .35% of the
average daily value of the aggregate net assets up to $250 million, .30% of
such assets on the next $250 million and .25% of such assets on amounts over
$500 million. For providing investment management services to the State Street
Research Diversified Portfolio, we receive monthly compensation from the
Portfolio at an annual rate of .50% of the average daily value of the aggregate
net assets of the Portfolio up to $500 million, .45% of such assets on the next
$500 million and .40% of such assets on amounts over $1 billion. For providing
investment management services to the State Street Research International Stock
Portfolio and the State Street Research Aggressive Growth Portfolio, we receive
monthly compensation at an annual rate of .75% of the average daily value of
the aggregate net assets of each such Portfolio up to $500 million, .70% of
such assets on the next $500 million and .65% of such assets on amounts over $1
billion. We pay State Street Research & Management Company, one of our
subsidiaries, to provide us with sub-investment management services for the
State Street Research Growth, State Street Research Income, State Street
Research Diversified, State Street Research Aggressive Growth and State Street
Research International Stock Portfolios.

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...............................................................
Portfolio. For providing investment management services to the T. Rowe Price
Small Cap Growth Portfolio, we receive monthly compensation from the Portfolio
at an annual rate of .55% of the average daily value of the aggregate net
assets of the Portfolio up to $100 million, .50% of such assets on the next
$300 million and .45% of such assets in excess of $400 million. T. Rowe Price
Associates, Inc. is the sub-investment manager for the T. Rowe Price Small Cap
Growth Portfolio.

For providing investment management services to the Scudder Global Equity
Portfolio, we receive monthly compensation from the Portfolio at an annual
rate of .90% of the average daily value of the aggregate net assets of the
Portfolio up to $50 million, .55% of such assets on the next $50 million, .50%
of such assets on the next $400 million and .475% of such assets on amounts in
excess of $500 million. Scudder Kemper Investments, Inc. (formerly Scudder,
Stevens & Clark, Inc.) is the sub-investment manager for the Scudder Global
Equity Portfolio.

PURCHASE PAYMENTS
...............................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Yes. All purchase payments and all requests you may have concerning the
Contracts, like a change in beneficiary, should be sent to one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses for
these Offices. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have a purchase payment credited to
you, we must receive it and completed documentation. We will provide the
appropriate forms. Under certain group Enhanced Contracts, your employer or
the group in which you are a participant or member must also identify you to
us on their reports to us and tell us how your purchase payments should be
allocated among the investment divisions and the Fixed Interest Account.

Your first purchase payment is normally credited to you within two days of
receipt at our Designated Office. However, if you fill out our forms
incorrectly or incompletely or other documentation is not completed properly,
we have up to five business days to credit the payment. If the problem cannot
be resolved by the fifth business day, we will notify you and give you the
reasons for the delay. At that time, you will be asked whether you agree to
let us keep the purchase payment until the problem is remedied. If you do not
agree or we cannot reach you by the fifth business day, your purchase payment
will be returned immediately.

For Enhanced Non-Qualified Contracts, your purchase payments may also be
made "automatically" through procedures that we call "automatic payroll
deduction" and "check-o-matic." With automatic payroll deduction, your
employer deducts an amount from your salary and makes the purchase payment for
you. With check-o-matic, your bank deducts monies from your bank checking
account and makes the purchase payment for you.

Purchase payments, including check-o-matic payments, are effective and
valued as of 4:00 p.m., Eastern time, on the day we receive them at our
Designated Office, except when they are received (1) on a day when the
accumulation unit value (discussed later in this Prospectus) is not calculated
or (2) after 4:00 p.m., Eastern time. In those cases, the purchase payments
will be effective the next day the accumulation unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There is no minimum purchase payment except for the Enhanced unallocated
Keogh Contract. For the Enhanced unallocated Keogh Contract, each purchase
payment must be at least $2,000, and total purchase payments must be at least
$15,000 for the first Contract Year. (Depending on underwriting and plan
requirements, the first Contract Year is the initial three to fifteen month
period the Contract is in force; thereafter, it is each subsequent twelve
month period.) During subsequent Contract Years, total purchase payments made
under the Enhanced unallocated Keogh Contract must be at least $5,000.

We may reject purchase payments over $500,000. Your purchase payments may
also be limited by the Federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

You decide how a purchase payment is allocated among the Fixed Interest
Account and the investment divisions of the Separate Account available to your

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...............................................................
Enhanced Contract. Allocation changes for new purchase payments will be made
upon our receipt of your notification of changes. You may also specify a day
as long as it is within 30 days after we receive the request.

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the Federal tax laws. You may not make
purchase payments after you have made a withdrawal based on termination of
employment under the Enhanced unallocated Keogh Contract or retirement under
certain Enhanced Contracts. No additional purchase payments may be made after
commencement of a systematic termination (from both the Fixed Interest and
Separate Accounts), described below, until we receive written notice that you
request cancellation of the systematic termination. You may continue to make
purchase payments while you receive Systematic Withdrawal Income Program
payments, as described later in this Prospectus, except if purchase payments
are made through automatic payroll deduction, check-o-matic, salary reduction
or salary deduction.

In order to comply with regulatory requirements in Oregon, we may limit the
ability of an Oregon resident to make purchase payments (1) after the Contract
has been held for more than three years, if the Contract was issued after age
60, or (2) after age 63, if the Contract was issued before age 61.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
...............................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units." When you make purchase payments or transfers into an
investment division, you are credited with accumulation units. When you
request a withdrawal or a transfer of money from an investment division,
accumulation units are liquidated. In either case, the number of accumulation
units you gain or lose is determined by taking the amount of the purchase
payment, transfer or withdrawal and dividing it by the value of an
accumulation unit on the date the transaction occurs. For example, if an
accumulation unit is $10.00 and a $500 purchase payment is made, the number of
accumulation units credited is 50 ($500 divided by $10 = 50). We calculate
accumulation units separately for each investment division of the Separate
Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

We calculate accumulation unit values once a day on every day the New York
Stock Exchange is open for trading. We call the time between two consecutive
accumulation unit value calculations the "Valuation Period." We have the right
to change the basis for the Valuation Period, on 30 days' notice, as long as
it is consistent with the law. All purchase payments, transfers and
withdrawals are valued as of the end of the Valuation Period during which the
transaction occurred. The accumulation unit values can increase or decrease,
based on the investment performance of the correspondence underlying
portfolios. If the investment performance is positive, after payment of
Separate Account expenses, accumulation unit values will go up. Conversely, if
the investment performance is negative, after payment of Separate Account
expenses, accumulation unit values will go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation
Period to Valuation Period to reflect the upward or downward performance of
the assets in the underlying portfolios. The experience factor is calculated
as of the end of each Valuation Period using the net asset value per share of
the underlying portfolio. The net asset value includes the per share amount of
any dividend or capital gain distribution paid by the portfolio during the
current Valuation Period, and subtracts any per share charges for taxes and
reserve for taxes. We then divide that amount by the net asset value per share
as of the end of the last Valuation Period to obtain a factor that reflects
investment performance. We then subtract a charge not to exceed .000025905
(the daily equivalent of an effective annual rate of .95%) for Enhanced
Contracts for each day in the Valuation Period. This charge is to cover the
general administrative expenses and the mortality and expense risk we assume
under the Enhanced Contracts.

To calculate an accumulation unit value we multiply the experience factor
for the valuation period by the last previously calculated accumulation unit
value. For example, if the last previously calculated accumulation unit value
is $12.00 and the experience factor for the period was 1.05, the new
accumulation unit value is $12.60 ($12.00 X 1.05). On the other hand, if the
last previously calculated accumulation unit value is $12.00 and the
experience factor for the period was .95, the new accumulation unit value is
$11.40 ($12.00 X .95).

WITHDRAWALS AND TRANSFERS
...............................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Enhanced Contract or transfer it from one investment division to another or to
the Fixed Interest Account. Some restrictions may apply to transfers from the
Fixed Interest Account to the Separate Account.

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...............................................................

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of transfers. Your request must tell us the
percentage or dollar amount to be withdrawn or transferred and we may require
that this request be made on the form we provide for this purpose. If we
agree, you may also submit an authorization directing us to make transfers on
a continuing periodic basis from one investment division to another or to the
Fixed Interest Account. We may require that you maintain a minimum Account
Balance in investment divisions from which amounts are transferred based upon
an authorization.

WHEN WILL WITHDRAWALS OR TRANSFERS BE PROCESSED?

Generally, we will process withdrawals or transfers as of the end of the
Valuation Period during which we receive your request at our Designated
Office. We will make it as of a later date if you request. If you die before
the requested date, we will cancel the request and pay the death benefit
instead. If the withdrawal is made to provide income payments, it will be made
as of the end of the Valuation Period ending most recently before the date the
income annuity is purchased.

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

CAN YOU MAKE CHANGES BY TELEPHONE?

Yes. You can request transfers, change your allocation of future investments
and make changes to transfers made on a continuing periodic basis from one
investment division to another or to and from the Fixed Interest Account by
telephone unless prohibited by state law. Except for the Enhanced unallocated
Keogh Contract, if we agree and you complete the form we supply, you may also
authorize your sales representative to request transfers, change your
allocation of future investments and make changes to transfers made on a
continuing periodic basis from one investment division to another or to and
from the Fixed Interest Account on your behalf by telephone. Whether you or
your sales representative make such requests by telephone, you are authorizing
us to act upon the telephone instructions of any person purporting to be you
or, if applicable, your sales representative, assuming our procedures have
been followed, to these requests which affect both your Fixed Interest and
Separate Account Balances. We have instituted reasonable procedures to confirm
that any instructions communicated by telephone are genuine. All telephone
calls making such requests will be recorded. You (or the sales representative)
will be asked to produce your personalized data prior to our initiating any
requests by telephone. Additionally, as with other transactions, you will
receive a written confirmation of your transaction. Neither we nor the
Separate Account will be liable for any loss, expense or cost arising out of
any requests that we or the Separate Account reasonably believe to be genuine.
In the unlikely event that you have trouble reaching us, requests should be
made to the Designated Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for Enhanced IRA and Non-
Qualified Contracts, you may request us to make "automatic" withdrawals for
you on a periodic basis through our Systematic Withdrawal Income Program
("SWIP"). SWIP payments are not payments made under an income option or under
an Income Annuity, as described later in this Prospectus. You may choose to
receive SWIP payments for either a specific dollar amount or a percentage of
your Account Balance. Each SWIP payment must be at least $50. Your payment
date is the date we make payment, which is not the date you receive it. You
should allow approximately 10 business days for processing your request. If we
do not receive the request at least 10 business days in advance of the SWIP
payment start date, we will process your first SWIP payment the following
month. If you do not specify a payment date, payments will commence 30 days
from the date we receive your request. The date of the first SWIP payment is
your SWIP anniversary date. Requests to commence SWIP payments may not be made
by telephone. Changes to the specified dollar amount or percentage or to alter
the timing of payments may be made once a year. Requests for such changes must
be made at least 30 days prior to the SWIP anniversary date. You may cancel
your SWIP request at anytime by telephone or by writing us at the Designated
Office.

FROM WHICH INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Depending on your Enhanced IRA or Enhanced Non-Qualified Contract, each SWIP
payment will be taken on a pro rata basis from either (1) the Fixed Interest
Account and investment divisions of the Separate Account in which you then
have money or (2) only from investment divisions of the Separate Account in
which you then have money. If your Account Balance is insufficient to make a
requested SWIP payment, the remaining Account Balance will be paid to you. On
or about July 1, 1998, you will be able to select the percentage to be
withdrawn from each investment division and/or Fixed Interest Account based on
your preference. If you do not specify percentages or if there are
insufficient amounts in one or more of your selected investment divisions or
the Fixed Interest Account, then your SWIP payment will automatically be taken
on a pro rata basis from the Fixed Interest Account and investment divisions
in which you then have money.

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...............................................................

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments comprise the first withdrawal of the Contract Year and are within
the 10% Free Corridor, calculated for this purpose as 10% of the Account
Balance on the SWIP anniversary date, no SWIP payment will be subject to an
early withdrawal charge. SWIP payments in excess of the 10% Free Corridor and
SWIP payments that comprise the second or later withdrawal of the Contract Year
will be subject to an early withdrawal charge unless the payments are from
other amounts to which an early withdrawal charge no longer applies. See
"Deductions and Charges" on this page.

SWIP payments are treated as withdrawals for Federal income tax purposes. All
or a portion of the amounts withdrawn under SWIP will be subject to Federal
income tax. If you are under age 59 1/2, tax penalties may apply. See "Taxes,"
pages C-PPA-28-32.

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

Yes. Rather than receiving your minimum distribution in one annual payment,
you may request that we make minimum distribution payments to you on a periodic
basis. However, you may be required to meet certain total Account Balance
minimums at the time you request periodic minimum distribution payments.

DEDUCTIONS AND CHARGES
................................................................................

ARE THERE ANNUAL ENHANCED CONTRACT CHARGES?

There are no Separate Account annual Enhanced Contract charges. (There is $20
annual Enhanced Contract fee imposed on certain Fixed Interest Account
balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Enhanced
Contract purchasers and participants may live for a longer period of time than
we estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay for
Enhanced allocated Contracts will be larger than the Account Balance. The
expense risk portion of the mortality and expense risk charge is that our
expenses in administering the Enhanced Contracts will be greater than we
estimated.

These charges do not reduce the number of accumulation units credited to you.
These charges are calculated and paid every time we calculate the value of
accumulation units. (See "How is an accumulation unit value calculated?" on C-
PPA-14.)

As a result of reduced administrative expenses associated with Enhanced
Contracts, the sum of these charges on an annual basis (computed and payable
each Valuation Period) will not exceed .95% of the average value of the assets
in each investment division. Of this charge, we estimate that .20% is for
administrative expenses and .75% is for the mortality and expense risk.

During 1997, these charges were $87,711,107 for all contracts in Separate
Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page C-PPA-34.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The following paragraphs describe how the early withdrawal charge is
determined. The early withdrawal charge reimburses us for our costs in selling
the Enhanced Contracts. We may use any of our profits derived from the
mortality and expense risk charge to pay for any of our costs in selling the
Enhanced Contracts that exceed the revenues generated by the early withdrawal
charge. However, we believe that our sales expenses may exceed revenues
generated by the early withdrawal charge and, in such event, we will pay such
excess out of our surplus.

To determine the early withdrawal charge for the Enhanced Contracts, we treat
your Fixed Interest Account and Separate Account as if they were a single
account and ignore both your actual allocations and what account or investment
division the withdrawal is actually coming from. To do this, we first assume
that your withdrawal is from amounts (other than earnings) that can be
withdrawn

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...............................................................
without an early withdrawal charge, then from other amounts (other than
earnings) and then from earnings, each on a "first-in-first-out" basis. Once
we have determined the amount of the early withdrawal charge, we will actually
withdraw it from each investment division in the same proportion as the
withdrawal is being made. In determining what the withdrawal charge is, we do
not include earnings, although the actual withdrawal to pay it may come from
earnings.

For the Enhanced Contracts, withdrawal charges are imposed on amounts (other
than earnings) for the first seven years after the purchase payment is
received as shown in the table below.

DURING PURCHASE PAYMENT YEAR

[Download Table]

[8 &
1 2 3 4 5 6 7 BEYOND]

7% 6% 5% 4% 3% 2% 1% 0%

As required by the Federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. As a result of the reduced
sales costs associated with certain Enhanced Preference Plus Contracts, no
early withdrawal charges from the Separate Account are deducted for
withdrawals under those Enhanced Contracts. When no allocations or transfers
are made to the Separate Account except in connection with the Equity
GeneratorSM investment strategy, withdrawal charges will be calculated as
described above, but the charge imposed will not exceed earnings.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
...............................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amounts
withdrawn may also be subject to Federal income tax, see "Taxes," pages C-PPA-
28-32. We may require proof satisfactory to us that any necessary conditions
have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

3. A Free Corridor withdrawal described below. Depending on your Enhanced
Contract, the Free Corridor percentage may either be taken in an unlimited
number of partial withdrawals (for each withdrawal we calculate the percentage
it represents of your Account Balance and whenever the total of such
percentages exceeds the specified percentage the early withdrawal charge
applies) or as part of the first withdrawal from your Account Balance during
the Contract Year. In either case the Free Corridor is the greater of the
percentage described below or amounts which are not subject to an early
withdrawal charge. For the Enhanced unallocated Keogh and certain Enhanced
Contracts, the Free Corridor is in addition to any amounts which are not
subject to an early withdrawal charge as described in items 4-14 below, except
for amounts which are exempted pursuant to Systematic Termination, described
in item 8 below.

(a) For the Enhanced unallocated Keogh, you can withdraw up to 20% of your
Account Balance during each Contract Year.

(b) For certain Enhanced IRA and Non-Qualified Contracts, you can withdraw
up to 10% of your Account Balance during each Contract Year. For other
Enhanced IRA and Non-Qualified Contracts, you can withdraw or transfer up to
10% of your Fixed Interest Account balance each Contract Year.

4. Free Look: You may cancel your Enhanced Contract within 10 days (20 days
in North Dakota) after you receive it by telling us in writing. We will then
refund all of your purchase payments (however for Enhanced IRA and Non-
Qualified Contracts issued in Minnesota we will instead pay you your Account
Balance). If you purchased your Contract by mail, you may have more time to
return your Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

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7. The withdrawal is required to avoid Federal income tax penalties or to
satisfy Federal income tax rules or Department of Labor regulations that apply
to the Enhanced Contract from which the withdrawal is made.

8. Systematic Termination: For the Enhanced unallocated Keogh Contract, a
total withdrawal ("Systematic Termination") that is paid in annual installments
of (1) 20% of your Account Balance upon receipt of your request (we will reduce
this first installment by the amount of any previous partial withdrawals during
the current Contract Year); (2) 25% of your then current Account Balance one
year later; (3) 33 1/3% of your then current Account Balance two years later;
(4) 50% of your then current Account Balance three years later; and (5) the
remainder four years later. You may cancel remaining payments under a
Systematic Termination at any time. However, if you again decide to take a full
withdrawal, the entire Systematic Termination process starts over. If, after
beginning a Systematic Termination, you decide to take your full withdrawal in
amounts exceeding the percentages allowed, the excess amount withdrawn in any
year is subject to the applicable withdrawal charges.

9. Disability: For the Enhanced unallocated Keogh Contract, if you are
totally disabled (as defined under the Federal Social Security Act) and you
request a total withdrawal. For the Enhanced unallocated Keogh Contract that
fund plans subject to the Employee Retirement Income Security Act of 1974, the
definition of disability is also as defined under the Federal Social Security
Act, unless defined in the plan.

10. Retirement:

(a) For the Enhanced Non-Qualified Contract, if you retire and you are
receiving retirement benefits from your employer's qualified plan.

(b) For the Enhanced unallocated Keogh Contract, if there is a plan which
defines retirement and you retire under such definition. If you are a
"restricted" participant, as shown in the Enhanced Contract, you must have been
a participant in the Enhanced Contract for the period stated in the Enhanced
Contract.

11. Separation from Service: For the Enhanced unallocated Keogh Contract, if
you are a "restricted" participant, as shown on the Enhanced Contract, you must
also have been a participant in the Enhanced Contract for the period stated in
the Enhanced Contract. For certain Enhanced Non-Qualified Contracts, if your
employment terminates. For certain other Enhanced Non-Qualified Contracts, you
must also be eligible to receive retirement benefits.

12. Plan Termination: For the Enhanced unallo- cated Keogh Contract, if your
plan terminates and the Account Balance is rolled over into another annuity
contract we issue.

13. Hardship: For the Enhanced unallocated Keogh Contract, if you suffer an
unforeseen hardship.

14. Pre-Approved Investment Vehicles: For the Enhanced unallocated Keogh
Contract, if you make a direct transfer to other investment vehicles we have
pre-approved. For the Enhanced unallocated Keogh Contract, if you are a
"restricted" participant, as shown in the Contract, and your Account Balance is
rolled over to a MetLife individual retirement annuity within 120 days after
you are eligible to receive a plan distribution.

15. Transfer from other MetLife Contracts: (A) For transfers prior to January
1, 1996: If you roll over amounts from other MetLife contracts we designate, of
the following two formulas we will apply the one that is more favorable to you:

(1) treat our other contract and this Enhanced Contract as if they were one
for purposes of determining when a purchase payment was made, credit your
purchase payments with the time you held them under our other contract prior to
the time they were rolled over or (2) subject the rollover amounts to a
withdrawal charge determined as described above in "What is the early
withdrawal charge (sales load)?" as follows:

DURING PURCHASE PAYMENT YEAR

[Download Table]

[6 &
1 2 3 4 5 BEYOND]

5% 4% 3% 2% 1% 0

(B) For transfers commencing on or after January 1, 1996:

(1) If you roll over amounts from other MetLife contracts we designate that
they have been in force at least two years (except as covered in (2) below), we
will apply the one of the following two formulas that is more favorable to you:
(a) the same withdrawal charge schedule that would have applied to the rollover
amounts had they remained in your other MetLife contracts, however, any
exceptions or reductions to the basic withdrawal charge percentage that this
Contract does not provide for (such as a 0% charge at the end of an interest
rate guarantee period or a 3% charge at the third anniversary) will not apply;
or (b) subject the rollover amounts to a withdrawal charge determined as
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

[Download Table]

6 &
1 2 3 4 5 BEYOND

5% 4% 3% 2% 1% 0%

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For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

16. Nursing Home or Terminal Illness: For the Enhanced IRA and Non-Qualified
Contracts, to the first withdrawal if you or your spouse (A) is a resident in
certain nursing home facilities for at least 90 consecutive days or (B) has
been diagnosed as terminally ill and is expected to die within twelve months,
but only if this provision has been approved by your state.

DEATH BENEFIT
...............................................................................

WHAT IS THE DEATH BENEFIT?

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

You name the beneficiary under the Enhanced IRA and Non-Qualified Contracts.
The death benefit is paid to the Keogh trustee under the Enhanced unallocated
Keogh Contract.

The payee may take a lump sum cash payment or apply the death benefit (less
any applicable annuity taxes) to an income annuity from the types available
under your Enhanced Contract.

INCOME OPTIONS
...............................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your Account Balance and apply
that money (less any annuity taxes that must be paid) to an income annuity.

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis. Non-life contingent annuities are available for
various payout periods.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

Both fixed and variable income options are available. Under a fixed income
option, we guarantee a specified, fixed payment, which will depend on the
income option chosen, the age and sex of the annuitant and joint annuitant, if
applicable, (except where unisex rates are required by law) and the portion of
your Account Balance used to provide the fixed income option. If a currently
issued immediate annuity of the same type will provide greater income
payments, the immediate annuity rates will be used.

If you do not select an income option by the date the Enhanced Contract
specifies, you have not withdrawn your entire Account Balance, and your
Enhanced Contract was not issued under a retirement plan, you will be issued a
life annuity with a ten (10) year guarantee. In that case, if you do not tell
us otherwise, your Fixed Interest Account Balance will be used to provide a
fixed income option and your Separate Account Balance will be used to provide
a variable income option.

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SECTION II: ENHANCED INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
....................................
...........................

WHAT ARE THE ENHANCED INCOME ANNUITIES?

Enhanced Income Annuities provide you with a series of payments for either a
period of time or life that are based upon the investment performance of the
investment divisions of the Separate Account. The amount of the payment will
fluctuate and is not guaranteed as to a specified amount. You may elect to have
a portion of your income payment under the fixed income option that is
guaranteed by MetLife's general account. That portion of the payment from the
fixed income option will not fluctuate and is fixed. You may purchase an
Enhanced Income Annuity even if you did not have an Enhanced Contract during
the accumulation period.

Income Annuities can be either group or individual and are offered as IRAs,
SEPs, TSAs, PEDC, Keogh, 403(a) and Non-Qualified annuities. Some Income
Annuities ("Enhanced Income Annuities") have a reduced general administrative
expenses and mortality and expense risk charge as a result of reduced
administration expenses.

This Prospectus describes the following Enhanced Income Annuities: IRAs,
unallocated Keogh and Non-Qualified.

MAY THE ENHANCED INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. Your Enhanced Income Annuity may provide that your choice of income
types is subject to the terms of your retirement plan. Your Enhanced Income
Annuity will indicate under which circumstances this is the case. We may rely
on your employer's or plan administrator's statements to us as to the terms of
the plan or your entitlement to any amounts. We will not be responsible for
determining what your plan says.

WHAT ARE THE INVESTMENT CHOICES?

The investment choices provided through the Separate Account are the Income,
Diversified, Stock Index, Growth, Aggressive Growth, International Stock
Divisions, and, if approved in your state, Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions,
described earlier in Section 1 under "Your Investment Choices." Your employer,
association or group may have limited the number of available divisions. Your
Enhanced Income Annuity will indicate which divisions were available to you
when we issued it. We may add or eliminate divisions for some or all persons.
In some states, you may be limited to four investment divisions to provide the
variable income payment or up to three investment divisions if a fixed income
option is also selected.

ADMINISTRATION
................................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Enhanced Income Annuities
should be sent to our Designated Office. We will provide you with the address
for this Office. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have the purchase payment for the
Enhanced Income Annuity credited to you, we must receive your payment and
complete documentation. We will provide the appropriate forms. Your employer,
the trustee of the Keogh plan or the group in which you are an annuitant or
member must also identify you to us on their reports and tell us how the
purchase payment should be allocated among the investment divisions of the
Separate Account and the fixed income option.

Your purchase payment is normally credited to you within two days of receipt
at our Designated Office. However, if you fill out our forms incorrectly or
incompletely or other documentation is not completed properly, we have up to
five business days to credit the purchase payment. If the problem cannot be
resolved by the fifth business day, we will notify you and give you the reasons
for the delay. At that time, you will be asked whether you agree to let us keep
the purchase payment until the problem is remedied. If you do not agree, your
purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., Eastern time, on
the day we receive them at our Designated Office, except when they are received
(1) on a day when the annuity unit value (which will be discussed later in this
Prospectus) is not calculated or (2) after 4:00 p.m., Eastern time. In those
cases, the payment will be effective the next day the annuity unit value is
calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Enhanced Income Annuity.

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DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
...............................................................................

WHAT IS AN ANNUITY UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"annuity units." These annuity units are similar to "accumulation units"
described earlier in Section I except that we deduct applicable annuity taxes
from the purchase payment before we determine the number of annuity units in
each investment division chosen.

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

We calculate the annuity unit values once a day on every day the New York
Stock Exchange is open for trading. We call the time between two consecutive
annuity unit value calculations the "Valuation Period." We have the right to
change the basis for the Valuation Period, on 30 days' notice, as long as it
is consistent with the law. All purchase payments and transfers are valued as
of the end of the Valuation Period during which the transaction occurred. The
annuity units values can increase or decrease, based on the investment
performance of the corresponding underlying portfolios. If the investment
performance is positive, after payment of Separate Account expenses and the
deduction for the assumed investment rate ("AIR"), discussed later in this
Prospectus, annuity unit values will go up. Conversely, if the investment
performance is negative, after payment of Separate Account expenses and the
deduction for the AIR, annuity unit values will go down.

When we determine the annuity unit value for an investment division, we use
the same "experience factor" as that derived for the calculation of
accumulation units as described in Section I.

To calculate an annuity unit value, we first multiply the experience factor
for the period by a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (The AIR may be in the range of 3% to 6%, as defined in your Enhanced
Income Annuity and the laws of your state.) The resulting number is then
multiplied by the last previously calculated annuity unit value to produce the
new annuity unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

TRANSFERS
...............................................................................

CAN YOU MAKE TRANSFERS?

You can make transfers from one investment division to another or from an
investment division to a fixed income option as long as the total number of
investment divisions under your Enhanced Income Annuity is no greater than
four (or three investment divisions if a fixed income option is chosen). You
may make an unlimited number of transfers. Your request must tell us the
percentage to be transferred. You may not make a transfer from the fixed
income option to an investment division.

WHEN WILL TRANSFERS BE PROCESSED?

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. Except for the Enhanced unallocated Keogh Income Annuity, if we agree,
and you
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complete the form we supply, you may also authorize your sales representative
to make transfer requests on your behalf by telephone. All telephone transfers
are subject to the same procedures and limitations of liability as described
earlier in Section I.

DEDUCTIONS AND CHARGES
................................................................................

WHAT IS THE CONTRACT FEE?

There is no contract fee under the Enhanced Income Annuities.

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitants may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Enhanced Income Annuity will be greater than we estimated.

As a result of reduced administrative expenses associated with Enhanced
Income Annuities, the sum of these charges on an annual basis (computed and
payable each Valuation Period) will not exceed .95% of the average value of the
assets in each investment division. Of this charge, we estimate that .20% is
for administrative expenses and .75% is for the mortality and expense risk.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Your Lifetime Annuity--A variable income payable during the annuitant's life.

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IS THERE A FREE LOOK?

Yes. There is a Free Look when you purchase an Enhanced Income Annuity.
There is no Free Look when an Enhanced Income Annuity is the variable income
option under an Enhanced Contract. You may cancel your Enhanced Income Annuity
within 10 days (20 days in North Dakota) after you receive it by telling us in
writing. We will then refund your purchase payment (however, for Enhanced
Income Annuities issued in Minnesota we will instead pay you your Account
Balance). If you purchased your Enhanced Income Annuity by mail, you may have
more time to return your Enhanced Income Annuity.

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SECTION III: OTHER DEFERRED ENHANCED CONTRACT AND ENHANCED INCOME ANNUITY
PROVISIONS
....................................
...........................

CAN WE CANCEL YOUR ENHANCED CONTRACT OR ENHANCED INCOME ANNUITY?

We may not cancel your Enhanced Income Annuity.

We may cancel your Enhanced Contract. If we do so for an Enhanced Contract
delivered in New York, we will return the full Account Balance for Enhanced IRA
or Non-Qualified Contracts. In all other cases, you will receive an amount
equal to what you would have received if you had requested a total withdrawal
of your Account Balance. Early withdrawal charges may apply.

We will only cancel your Enhanced Contract if we do not receive any purchase
payments for you for 36 consecutive months and your Account Balance is less
than $2,000 (except for the Enhanced unallocated Keogh Contract). We may only
cancel the Enhanced unallocated Keogh Contract if we do not receive any
purchase payments for you for 12 consecutive months and your Account Balance is
less than $15,000. We will only do so to the extent allowed by law. Certain
Enhanced Contracts do not contain these cancellation provisions.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Yes. If your plan is subject to ERISA (the Employee Retirement Income
Security Act of 1974) and you are married, the income payments, withdrawal
provisions, and methods of payment of the death benefit under your Enhanced
Contract or Enhanced Income Annuity may be subject to your spouse's rights as
described below.

Generally, the spouse must give qualified consent whenever you elect to:

a. choose income payments other than on a qualified joint and survivor
annuity basis ("QJSA") (one under which we make payment to you during
your lifetime and then make payments reduced by no more than 50% to your
spouse for his or her remaining life, if any); or choose to waive the
qualified pre-retirement survivor annuity benefit ("QPSA") (the benefit
payable to the surviving spouse of a participant who dies with a vested
interest in an accrued retirement benefit under the plan before payment
of the benefit has begun);

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary;

d. use your accrued benefit as security for a loan exceeding $5,000.

Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must meet
certain requirements, including that it be in writing that acknowledges the
identity of the designated beneficiary and the form of benefit selected, dated,
signed by your spouse, witnessed by a notary public or plan representative and
in a form satisfactory to us. The waiver of a QJSA generally must be executed
during the 90-day period ending on the date on which income payments are to
commence, or the withdrawal or the loan is to be made, as the case may be. If
you die before benefits commence, your surviving spouse will be your
beneficiary unless he or she has given a qualified consent otherwise. The
qualified consent to waive the QPSA benefit and the beneficiary designation
must be made in writing that acknowledges the designated beneficiary, dated,
signed by your spouse, witnessed by a notary public or plan representative and
in a form satisfactory to us. Generally, there is no limit to the number of
beneficiary designations as long as a qualified consent accompanies each
designation. The waiver of and the qualified consent for the QPSA benefit
generally may not be given until the plan year in which you attain age 35. The
waiver period for the QPSA ends on the date of your death.

If your benefit is worth $5,000 or less, your plan may provide for
distribution of your entire interest in a lump sum without spousal consent.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as check-o-matic, pre-authorized systematic purchase
payments which are transfers from the Fixed Interest Account and SWIP payments,
may be confirmed quarterly.

CAN WE CHANGE THE PROVISIONS OF YOUR ENHANCED CONTRACT OR ENHANCED INCOME
ANNUITY?

Yes. We have the right to make certain changes to your Enhanced Contract or
Enhanced Income Annuity,

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but only as permitted by law. We make changes when we think they would best
serve the interest of all participants or would be appropriate in carrying out
the purposes of the Enhanced Contract or Enhanced Income Annuity. If the law
requires, we will also get your approval and that of any appropriate
regulatory authorities. Examples of the changes we may make include:

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

5. To change the way we assess charges, but without increasing the aggregate
amount charged to the Separate Account and any currently available portfolio
in connection with the Enhanced Contracts or Enhanced Income Annuities.

6. To make any necessary technical changes in the Enhanced Contracts or
Enhanced Income Annuities in order to conform with any of the above-
described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an Account Balance, we will notify
you of the change. You may then make a new choice of investment divisions. For
Enhanced Contracts issued in Pennsylvania (and Enhanced Income Annuities where
required by law), we will ask your approval before any technical changes are
made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are
deemed attributable to the Enhanced Contract or Enhanced Income Annuity) at
regular and special meetings of the shareholders of the portfolio based on
instructions received from those having the voting interest in corresponding
investment divisions of the Separate Account. However, if the 1940 Act or any
rules thereunder should be amended or if the present interpretation thereof
should change, and as a result we determine that we are permitted to vote the
shares of the portfolios in our own right, we may elect to do so.

Accordingly, you have voting interests under the Enhanced Contracts or
Enhanced Income Annuities. The number of shares held in each Separate Account
investment division deemed attributable to you is determined by dividing the
value of accumulation or annuity units attributable to you in that investment
division, if any, by the net asset value of one share in the portfolio in
which the assets in that Separate Account investment division are invested.
Fractional votes will be counted. The number of shares for which you have the
right to give instructions will be determined as of the record date for the
meeting.

Portfolio shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies or
annuity contracts (including the Enhanced Contracts and Enhanced Income
Annuities) and for which no timely instructions are received will be voted in
the same proportion as the shares for which voting instructions are received
by that separate account. Portfolio shares held in the general accounts or
unregistered separate accounts of MetLife or its affiliates will be voted in
the same proportion as the aggregate of (i) the shares for which voting
instructions are received and (ii) the shares that are voted in proportion to
such voting instructions. However, if we or an affiliate determine that we are
permitted to vote any such shares, in our own right, we may elect to do so
subject to the then current interpretation of the 1940 Act or any rules
thereunder.

You will be entitled to give instructions regarding the votes attributable
to your Enhanced Contract or Enhanced Income Annuity in your sole discretion.
Under the Enhanced unallocated Keogh Contract, participants may instruct you
to give us instructions regarding shares deemed attributable to their
contributions to the Enhanced Contract. Under the Enhanced unallocated Keogh
Contract, we will provide you with the number of copies of voting instruction
soliciting materials that you request so that you may furnish such materials
to participants who may give you voting instructions. Neither the Separate
Account nor MetLife has any duty to inquire as to the instructions received or
your authority to give instructions; thus, as far as the Separate Account, and
any others having voting interests in respect of the Separate Account are
concerned, such instructions are valid and effective.

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CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR ENHANCED CONTRACT OR ENHANCED INCOME ANNUITY AND DO YOU PAY A
COMMISSION ON THE PURCHASE OF YOUR ENHANCED CONTRACT OR ENHANCED INCOME
ANNUITY?

All Enhanced Contracts and Enhanced Income Annuities, certificates and
interests in the Enhanced Contracts and Enhanced Income Annuities are sold
through individuals who are our licensed life insurance sales representatives.
We are registered with the Securities and Exchange Commission as a broker-
dealer under the Securities Exchange Act of 1934, and we are a member of the
National Association of Securities Dealers, Inc. They also are sold through
other registered broker-dealers. They also may be sold through the mail and in
the case of certain Enhanced Contracts and Enhanced Income Annuities by
certain of our qualified employees.

The licensed sales representatives and broker-dealers who sell Enhanced
Contracts and Enhanced Income Annuities and certificates and interests in the
Enhanced Contracts and Enhanced Income Annuities may be compensated for these
sales by commissions that we pay. There is no front-end sales load deducted
from purchase payments to pay sales commissions. The Separate Account also
does not pay sales commissions. The commissions we pay range from 0% to 6%
depending on the age of the participant or annuitant.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. This performance is stated in terms of either
"yield," "change in accumulation unit value," "change in annuity unit value"
or "average annual total return" or some combination of the foregoing. Yield,
change in accumulation unit value, change in annuity unit value and average
annual total return figures are based on historical earnings and are not
intended to indicate future performance. The yield figures quoted in
advertisements will refer to the net income generated by an investment in a
particular investment division for a thirty day period or month, which is
specified in the advertisement, and then expressed as a percentage yield of
that investment. This percentage yield is then compounded semiannually. Change
in accumulation unit value or change in annuity unit value refers to the
comparison between values of accumulation or annuity units over specified
periods in which an investment division has been in operation, expressed as a
percentage. Change in accumulation unit value or change in annuity unit value
may also be expressed as an annualized figure. In addition, change in
accumulation unit value or change in annuity unit value may be used to
illustrate performance for a hypothetical investment (such as $10,000) over
the time period specified. Yield and change in accumulation unit value figures
do not reflect the possible imposition of an early withdrawal charge of up to
7% of the amount withdrawn attributable to a purchase payment, which may
result in a lower figure being experienced by the investor. Average annual
total return differs from the change in accumulation unit value and change in
annuity unit value because it assumes a steady rate of return and reflects all
expenses and applicable early withdrawal charges. Performance figures will
vary among the various contracts and income annuities as a result of different
Separate Account charges and early withdrawal charges. Performance may be
calculated based upon historical performance of the underlying portfolios of
the
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...............................................................
Metropolitan Fund and may assume that certain Contracts were in existence prior
to their inception date. After the inception date, actual accumulation unit or
annuity unit data is used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time, the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit and
savings accounts. The Separate Account may use the Consumer Price Index in its
advertisements as a measure of inflation for comparison purposes. From time to
time, the Separate Account may advertise its performance ranking among similar
investments or compare its performance to averages as compiled by independent
organizations such as Lipper Analytical Services, Inc., Morningstar, Inc.,
VARDS (R) and The Wall Street Journal. The Separate Account may also advertise
its performance in comparison to appropriate indices, such as the Standard &
Poor's 500 Index, the Standard & Poor's 400 Index, the Standard & Poor's 600
Index, the Russell 2000 Growth Index, Lehman Brothers Government/Corporate Bond
Index, the Merrill Lynch High Yield Bond Index, The Morgan Stanley Capital
International All Country World Index and The Morgan Stanley Capital
International, Europe, Australia, Far East (EAFE) Index.

Performance may be shown for two investment strategies that are made
available under certain Enhanced Contracts. The first is the "Equity
Generator." Under the "Equity Generator," an amount equal to the interest
earned during a specified interval (i.e., monthly, quarterly) in the Fixed
Interest Account is transferred to the Stock Index Division or the Aggressive
Growth Division. The second technique is the "Equalizer SM." Under this
strategy, once during a specified period (i.e., monthly, quarterly), a transfer
is made from the Stock Index Division or the Aggressive Growth Division to the
Fixed Interest Account or from the Fixed Interest Account to the Stock Index
Division or Aggressive Growth Division in order to make the account and the
division equal in value. An "Equity Generator Return," "Aggressive Equity
Generator Return," "Equalizer Return" or "Aggressive Equalizer Return" will be
calculated by presuming a certain dollar value at the beginning of a period and
comparing this dollar value with the dollar value, based on historical
performance, at the end of the period, expressed as a percentage. The "Return"
in each case will assume that no withdrawals have occurred. We may also show
performance for the Equity Generator and Equalizer investment strategies using
any other investment divisions for which these strategies are made available in
the future. If we do so, performance will be calculated in the same manner as
described above, using the appropriate account and/or investment divisions.

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SECTION IV: TAXES
..............................................................

GENERAL

In the opinion of our attorneys, the Separate Account and its operations will
be treated as part of MetLife, and not taxed separately. We are taxed as a life
insurance company. Thus, although the Enhanced Contracts and Enhanced Income
Annuities allow us to charge the Separate Account with any taxes or reserves
for taxes attributable to it, we do not expect that under current law we will
do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR DEFERRED ENHANCED CONTRACT?

All contributions under the Enhanced Contracts, other than contributions
under Enhanced Non-Qualified Contracts and certain other qualified Enhanced
Contracts, will be contributed on a "before-tax" basis. This means that the
purchase payments either reduce your income, entitle you to a tax deduction or
are not subject to current income tax. Because of this, Federal income taxes
are payable on the full amount of money you withdraw as well as on income
earned under the Enhanced Contract.

Enhanced Non-Qualified Contracts are issued on an "after-tax basis" so that
making purchase payments does not reduce the taxes you pay. Income earned under
the Enhanced Contracts is normally not taxed until withdrawn. Thus, that
portion of any withdrawal that represents income is taxed when you receive it,
but that portion that represents purchase payments is not, to the extent
previously taxed.

Under some circumstances certain Enhanced Contracts, accept both purchase
payments that entitle you or the owner to a current tax deduction or to an
exclusion from income and those that do not. Taxation of withdrawals depends on
whether or not you or the owner were entitled to deduct or excluded the
purchase payments from income in compliance with the Code.

The taxable portion of a distribution from an Enhanced unallocated Keogh
Contract to the participant or the participant's spouse (if she/he is the
beneficiary) that is an "eligible rollover distribution," as defined in the
Code, is subject to 20% mandatory Federal income tax withholding unless the
participant directs the trustee, insurer or custodian of the plan to transfer
all or any portion of his/her taxable interest in such plan to the trustee,
insurer or custodian of (1) an individual retirement arrangement under (S)408;
(2) a qualified trust or a 403(a) annuity plan, if the distribution is from an
Enhanced unallocated Keogh Contract. An eligible rollover distribution is
generally the taxable portion of any distribution from an Enhanced unallocated
Keogh Contract, except the following: (a) a series of substantially equal
periodic payments over the life (or life expectancy) of the participant; (b) a
series of substantially equal periodic payments over the lives (or joint life
expectancies) of the participant and his/her beneficiary; (c) a series of
substantially equal periodic payments over a specified period of at least ten
years; (d) a minimum distribution required during the participant's lifetime or
the minimum amount to be paid after the participant's death; (e) refunds of
excess contributions to the plan described in (S)401(k) of the Code for
corporations and unincorporated businesses; (f) certain loans treated as
distributions under the Code; (g) the cost of life insurance coverage which is
includible in the gross income of the plan participant; and (h) any other
taxable distributions from any of these plans which are not eligible rollover
distributions.

All taxable distributions from the Enhanced unallocated Keogh Contracts that
are not eligible rollover distributions and all taxable distributions from
Enhanced IRA and Non-Qualified Contracts will be subject to Federal income tax
withholding unless the payee elects to have no withholding. The rate of
withholding is as determined by the Code and Regulations thereunder at the time
of payment.

Each type of Enhanced Contract is subject to various tax limitations.
Typically, except for the Enhanced Non-Qualified Contracts, the maximum amount
of purchase payment is limited under Federal tax law and there are limitations
on how long money can be left under the Enhanced Contracts before withdrawals
must begin. A 10% tax penalty applies to certain taxable withdrawals from the
Enhanced Contract (or in some cases from the plan or arrangement that purchased
the Enhanced Contract) before you are age 59 1/2.

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The rules as to what payments are subject to this provision are complex. The
following paragraphs will briefly summarize some of the tax rules on an
Enhanced Contract-by-Enhanced Contract basis, but will make no attempt to
mention or explain every single rule that may be relevant to you. We are not
responsible for determining if your plan or arrangement satisfies the
requirements of the Code.

Enhanced Traditional IRA Contracts. Annual contributions to all IRAs may not
exceed the lesser of $2,000 or 100% of your "compensation" as defined by the
Code, except "spousal IRAs" discussed below. Generally, no contributions are
allowed during or after the tax year in which you attain age 70 1/2.
Contributions other than those allowed are subject to a 6% excess contribution
tax penalty. Special rules apply to withdrawals of excess contributions. These
dollar and age limits do not apply to tax-free "rollovers" or transfers from
other IRAs or from other tax-favored plans that the Code allows.

Annual contributions are generally deductible up to the above limits if
neither you nor your spouse was an "active participant" in another qualified
retirement plan during the taxable year. You will not be treated as married
for these purposes if you lived apart for the entire taxable year and file
separate returns. If you or your spouse was an active participant in another
retirement plan, annual contributions are fully deductible if your adjusted
gross income is $30,000 or less ($50,000 for married couples filing jointly,
however never fully deductible for a married person filing separately), not
deductible if your adjusted gross income is over $40,000 ($60,000 for married
couples filing jointly, $10,000 for a married person filing separately) and if
your adjusted gross income falls between these amounts your maximum deduction
will be phased out. For an individual who is not an "active participant" but
whose spouse is, the adjusted gross income limits for the nonactive
participant spouse is $150,000 for a full deduction (with a phase-out between
$150,000 and $160,000). If you file a joint return and you and your spouse are
under age 70 1/2, you and your spouse may be able to make annual IRA
contributions of up to $4,000 ($2,000 each) to two IRAs, one in your name and
one in your spouse's. Neither can exceed $2,000, nor can it exceed your joint
compensation.

Taxable withdrawals (other than tax-free transfers or "rollovers" to other
individual retirement arrangements) before age 59 1/2 are subject to a 10% tax
penalty. This penalty does not apply to withdrawals (1) paid to a beneficiary
or your estate after your death; (2) due to your permanent disability (as
defined in the Code); (3) made in substantially equal periodic payments (not
less frequently than annually) over the life or life expectancy of you or you
and another person named by you as your beneficiary; (4) to pay deductible
medical expenses; (5) to enable certain unemployed persons to pay medical
insurance premiums; (6) made after December 31, 1997 to pay for qualified
higher education expenses; or (7) made after December 31, 1997 for qualified
first time home purchases. If you are under age 59 1/2 and are receiving SWIP
payments that you intend to qualify as a series of substantially equal
periodic payments under (S)72(t) of the Code and thus not subject to the 10%
tax penalty, any modifications to your SWIP payments before age 59 1/2 or five
years after beginning SWIP payments will result in the retroactive imposition
of the 10% tax penalty. You should consult with your tax adviser to determine
whether you are eligible to rely on any exceptions to the 10% tax penalty
before you elect to receive any SWIP payments or make any modification to your
SWIP payments.

If you made both deductible and non-deductible contributions, a partial
withdrawal will be treated as a pro-rata withdrawal of both, based on all of
your IRAs (not just the Enhanced IRA Contracts). The portion of the withdrawal
attributable to non-deductible contributions (but not the earnings on them) is
a nontaxable return of principal, and the 10% tax penalty does not apply. You
must keep track of which contributions were deductible and which weren't, and
make annual reports to the IRS if non-deductible contributions were made.

Withdrawals may be transferred to another IRA without Federal tax
consequences if Code requirements are met. Your Enhanced Contract is not
forfeitable and you may not transfer it.

Your entire interest in the Enhanced IRA Contract must be withdrawn or begun
to be withdrawn generally by April 1 of the calendar year following the year
in which you reach age 70 1/2 and a tax penalty of 50% applies to withdrawals
which should have been made but were not. Complex rules apply to the timing
and calculation of these withdrawals. Other complex rules apply to how rapidly
withdrawals must be made after your death. Generally, if you die before the
required withdrawals have begun, we must make payment of your entire interest
under the Enhanced Contract within five years of the year in which you died or
begin payments under an income annuity allowed by the Code to your beneficiary
over his or her lifetime or over a period not beyond your beneficiary's life
expectancy starting by the December 31 of the year following the year in which
you die. If your spouse is your beneficiary and, if your Enhanced Contract
permits, payments may be made over your spouse's lifetime or over a period not
beyond your spouse's life expectancy starting by the December 31 of the year
in which you would have reached age 70 1/2, if later. If

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your beneficiary is your spouse, he or she may elect to continue the Enhanced
IRA Contract as his or her own Enhanced IRA Contract after your death. If you
die after the required withdrawals have begun, payments must continue to be
made at least as rapidly as under the method of distribution that was used as
of the date of your death.

The IRS allows you to aggregate the amount required to be withdrawn from
each individual retirement arrangement you own and to withdraw this amount in
total from any one or more of the individual retirement arrangements you own.

Enhanced Unallocated Keogh Contract. Pension and profit-sharing plans
satisfying certain Code provisions are considered to be "Keogh" plans. Complex
rules apply to the establishment and operation of such plans, including the
amounts that may be contributed under them. Excess contributions are subject
to a 10% penalty. Special rules apply to the withdrawal of excess
contributions.

Withdrawals before age 59 1/2 are subject to a 10% tax penalty (this does
not apply to the return of any non-deductible purchase payments). This penalty
does not apply to withdrawals (1) paid to a beneficiary or your estate after
your death; (2) due to your permanent disability (as defined in the Code); (3)
made in substantially equal periodic payments (not less frequently than
annually) over the life or life expectancy of you or you and another person
named by you where such payments begin after separation from service; (4) made
to you after you separate from service with your employer after age 55; or (5)
made to you on account of deductible medical expenses (whether or not you
actually itemize deductions).

Withdrawals may be transferred to another qualified trust or a 403(a)
annuity plan or (for eligible rollover distributions) to an IRA without
Federal tax consequences if Code requirements are met. Your Contract is not
forfeitable and you may not transfer it. Generally, for taxable years after
1996, if you do not have a 5% or more ownership interest in your employer,
your entire interest in the Contract must be withdrawn or begin to be
withdrawn by April 1 of the calendar year following the later of: the year in
which you reach age 70 1/2 or, to the extent permitted under your plan or
contract, the year in which you retire. A tax penalty of 50% applies to
withdrawals which should have been made but were not. Complex rules apply to
the timing and calculation of these withdrawals. Other complex rules apply to
how rapidly withdrawals must be made after your death. Generally, if you die
before the required withdrawals have begun, we must make payment of your
entire interest under the Contract within five years of the year in which you
died or begin payments under an income annuity allowed by the Code to your
beneficiary over his or her lifetime or over a period not beyond your
beneficiary's life expectancy starting by the December 31 of the year
following the year in which you die. If your spouse is your beneficiary,
payments may be made over your spouse's lifetime or over a period not beyond
your spouse's life expectancy starting by the December 31 of the year in which
you would have reached age 70 1/2, if later. If you die after income payments
begin, payments must continue to be made at least as rapidly as under the
method of distribution that was used as of the date of your death.

If your benefit under the Keogh plan is worth more than $5,000, the Code
requires that your income annuity protect your spouse if you die before you
receive any payments under the annuity or if you die while payments are being
made. You may waive these requirements with the written consent of your
spouse. Designating a beneficiary other than your spouse is considered a
waiver. Waiving these requirements may cause your monthly benefit to increase
during your lifetime.

Enhanced Non-Qualified Contracts. No limits apply under the Code to the
amount of purchase payments that you may make. Tax on income earned under the
Enhanced Contracts is generally deferred until it is withdrawn only if you as
owner of the Enhanced Contract are an individual (or are treated as a natural
person under certain other circumstances specified by the Code). The following
discussion assumes that this is the case.

Any withdrawal is generally treated as coming first from earnings (and thus
subject to tax) and next from your contributions (and a nontaxable return of
principal) only after all earnings are paid out. This rule does not apply to
payments made under income annuities, however. Such payments are subject to an
"exclusion ratio" which determines how much of each payment is a non-taxable
return of your contributions and how much is a taxable payment of earnings.
Once the total amount treated as a return of your contributions equals the
amount of such contributions, all remaining payments are fully taxable. If you
die before all contributions are returned, the unreturned amount may be
deductible on your final income tax return or deductible by your beneficiary
if payments continue after your death. We will tell the purchaser of an income
annuity what your contributions were and how much of each income payment is a
non-taxable return of contributions.

Taxable withdrawals (other than tax-free exchanges to other non-qualified
contracts) before you are age 59 1/2 are subject to a 10% tax penalty. This
penalty does not apply to withdrawals (1) paid to a beneficiary or your

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estate after your death; (2) due to your permanent disability (as defined in
the Code); or (3) made in substantially equal periodic payments (not less
frequently than annually) over the life or life expectancy of you or you and
another person named by you as your beneficiary.

Your Enhanced Non-Qualified Contract may be exchanged for another non-
qualified contract without incurring Federal income taxes if Code requirements
are met. Under the Code, withdrawals need not be made by a particular age.
However, It is possible that the Internal Revenue Service may determine that
the Contract must be surrendered or income payments must commence by a certain
age, e.g., 85 or older. If you die before payments under an income annuity
begins, we must make payment of your entire interest under the Enhanced
Contract within five years of the date of your death or begin payments under an
income annuity allowed by the Code to your beneficiary within one year of your
death. If your spouse is your beneficiary or a co-owner of the Enhanced Non-
Qualified Contract, this rule does not apply. If you die after income payments
begin, payments must continue to be made at least as rapidly as under the
method of distribution that was used at the time of your death.

The federal tax law treats all non-qualified contracts issued after October
21, 1988 by the same company (or its affiliates) to the same owner during any
one calendar year as one annuity contract. This may cause a greater portion of
your withdrawals from the Enhanced Contract to be treated as income made then
would otherwise be the case. Although the law is not clear, the aggregation
rule may also adversely affect the tax treatment of payments received under an
income annuity where the owner has purchased more than one non-qualified
annuity during the same calendar year from the same or an affiliated company
after October 21, 1988, and is not receiving income payments from all annuities
at the same time.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR ENHANCED INCOME ANNUITY?

All purchase payments under the Enhanced Income Annuities, other than
purchase payments under Enhanced Non-Qualified Income Annuities and purchase
payments consisting of non-deductible contributions under Enhanced IRA Income
Annuities, will be on a "before-tax" basis. This means that the purchase
payment was either a reduction from income, entitled you to a tax deduction or
was not subject to current income tax. Because of this, Federal income taxes
are payable on the full amount of money paid as income payments under the
Enhanced Income Annuity.

The Enhanced Non-Qualified Income Annuities are issued on an "after-tax
basis" so that making a purchase payment does not reduce the taxes you pay.
That portion of any income payment that represents income is taxed when you
receive it, but that portion that represents the purchase payment is a
nontaxable return of principal.

The Enhanced IRA Income Annuities and under some circumstances certain other
Enhanced Income Annuities accept both purchase payments that have entitled you
or the owner to a current tax deduction or to a reduction in taxable income and
those that do not. Taxation of income payments depends on whether or not you or
the owner were entitled to deduct or exclude from income the purchase payment
in compliance with the Code.

Income payments that are allowed before you are age 59 1/2 are generally
subject to an additional 10% tax penalty on the taxable portion of the income
payment. This penalty does not apply to income payments (1) paid to a
beneficiary or your estate after your death; (2) due to your permanent
disability (as defined in the Code); (3) made in substantially equal periodic
payments (not less frequently than annually) over the life or life expectancy
of you or you and another person named by you (however, for Keogh plans, you
must also be separated from service when payments begin) or (4) under an
Enhanced Non-Qualified Income Annuity purchased with a single purchase payment
which provides for substantially equal periodic payments (to be made not less
frequently than annually) commencing no later than one year from the purchase
date. Additionally, under Keogh plans the penalty does not apply to income
payments (1) made to you after you separate from service with your employer
after age 55; (2) made to you on account of deductible medical expenses
(whether or not you actually itemize deductions; or (3) made to an "alternate
payee" under a "qualified domestic relations order" (normally a spouse or ex-
spouse). For Enhanced IRAs, the 10% tax penalty also will not apply to income
payments to pay deductible medical expenses (whether or not you actually
itemize your deduction); to enable certain unemployed persons to pay medical
insurance premiums; made after December 31, 1997 to pay for qualified higher
education expenses; or made after December 31, 1997 for qualified first time
home purchases. There is a possibility that if you make transfers as described
earlier in this Prospectus before age 59 1/2 or within five years of the
purchase of the

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Enhanced Income Annuity, the exercise of the transfer provision may cause the
retroactive imposition of this tax.

The rules as to what payments are subject to this provision are complex. The
following paragraphs will briefly summarize some of the tax rules, but we will
make no attempt to mention or explain every single rule that may be relevant
to you. We are not responsible for determining if your plan or arrangement
satisfies the requirements of the Code.

You must generally begin receiving distributions under the Enhanced IRA
Annuities no later than the April 1 of the calendar year following the year in
which you reach age 70 1/2 and a tax penalty of 50% applies to payments which
should have been made but were not. (For taxable years after 1996, if you do
not have a 5% or more ownership interest in your employer, distributions for
Keogh Income Annuities must generally begin no later than April 1 of the
calendar year following the later of: the year in which you reach 70 1/2 or,
to the extent permitted under your plan or contract, the year you retire.)
Complex rules apply to the timing and calculation of these income payments.
Other complex rules apply to how rapidly income payments must be made after
your death. If you die before income payments begin under an Enhanced Income
Annuity, the Code generally requires that your entire interest under the
Income Annuity be paid within five years of the year in which you died. If you
die before income payments begin, we will pay your entire interest under the
Income Annuity to your beneficiary in a lump sum after we receive proof of
your death. If you die after income payments begin, payments must continue to
be made in accordance with the income type selected. The Code requires that
payments continue to be made at least as rapidly as under the method of
distribution that was used as of the date of your death.

If your benefit under a plan subject to the Retirement Equity Act (REA) is
worth more than $5,000, the Code requires that your Enhanced Income Annuity
protect your spouse if you die before you receive any income payments under
the Enhanced Income Annuity or if you die while income payments are being
made. If your Enhanced Income Annuity is subject to the REA, your spouse has
certain rights which may be waived with the written consent of your spouse.
Waiving these requirements will cause your initial monthly benefit to
increase.

Enhanced Non-Qualified Income Annuities. The following discussion assumes
that you are an individual (or are treated as a natural person under certain
other circumstances specified in the Code).

If you die before income payments begin, the Code generally requires payment
of your entire interest in the Enhanced Income Annuity be made within five
years of the date of your death. If you die before income payments begin, we
will pay your entire interest under the Income Annuity to your beneficiary in
a lump sum after we receive proof of your death. If you die after income
payments begin, payments must continue to be made at least as rapidly as under
the method of distribution before your death, in accordance with the income
type selected.

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TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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Page

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APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

[Enlarge/Download Table]

IRA, SIMPLE IRA
AND SEP NON-QUALIFIED
TSA CONTRACTS CONTRACTS AND KEOGH AND 403(A) PEDC CONTRACTS CONTRACTS AND
AND INCOME INCOME CONTRACTS AND AND INCOME INCOME
ANNUITIES ANNUITIES(1) INCOME ANNUITIES ANNUITIES(2) ANNUITIES
------------- --------------- ---------------- -------------- -------------

(4) The annuity tax in Kentucky is repealed effective January 1, 2000.

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INDEX

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ACCOUNT BALANCE.................................................... 6
ACCUMULATION UNIT VALUES........................................... 8-9
Calculation...................................................... 14
ANNUAL CONTRACT FEE................................................ 4, 6, 16
ANNUITY TAXES...................................................... 16, 22
ANNUITY UNITS...................................................... 21
ASSUMED INVESTMENT RATE............................................ 21
AUTOMATIC PAYROLL DEDUCTION........................................ 13
AVERAGE ANNUAL TOTAL RETURN........................................ 26
CANCELLATION....................................................... 24
CHANGE IN ACCUMULATION UNIT VALUE.................................. 26
CHANGE IN ANNUITY UNIT VALUE....................................... 26
CHECK-O-MATIC...................................................... 13, 24
COMMISSION......................................................... 26
CONFIRMATION....................................................... 24
CONTRACT YEAR...................................................... 13
DEATH BENEFIT...................................................... 7, 19
DESIGNATED OFFICE.................................................. 13
DISABILITY......................................................... 18
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)...................... 4, 6, 16-17
ENHANCED CONTRACTS................................................. 1, 6, 11
ENHANCED INCOME ANNUITIES.......................................... 1, 6, 20
EQUALIZER SM....................................................... 27
EQUITY GENERATOR SM ............................................... 17, 27
ERISA.............................................................. 24
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES........................... 6-7, 17-19
Certain Purchase Payments........................................ 18
Death............................................................ 18
Disability: Enhanced Unallocated Keogh Contract.................. 18
Federal Taxes.................................................... 17
Free Corridor--All other Contracts............................... 17
Free Corridor--Enhanced Unallocated Keogh Contract............... 17
Free Look........................................................ 17
Income Annuity................................................... 18
Plan Termination................................................. 18
Preapproved Investment Vehicles--Enhanced Unallocated Keogh Con-
tract........................................................... 18
Retirement--Enhanced Contracts................................... 18
Retirement--Enhanced Unallocated Keogh Contract.................. 18
Separation from Service.......................................... 18
Systematic Termination--Enhanced Unallocated Keogh Contract...... 18
Transfers........................................................ 17
Transfers from other MetLife Contracts........................... 18
Nursing Home or Terminal Illness................................. 19
EXPERIENCE FACTOR.................................................. 14
FIXED INCOME OPTION................................................ 19
FREE CORRIDOR...................................................... 17
FREE LOOK.......................................................... 17
GENERAL ADMINISTRATIVE EXPENSES CHARGE............................. 4, 6, 16
ENHANCED INCOME ANNUITIES.......................................... 1, 7, 20-23
Administration................................................... 20
Annuity Unit Value............................................... 21
Annuity Taxes.................................................... 22
Assumed Investment Rate.......................................... 21
Contract Fee..................................................... 22
Free Look........................................................ 23
General Administrative Expenses Charge........................... 22
Income Types..................................................... 22
Investment Choices............................................... 20

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Mortality and Expense Risk Charge......................... 22
Income for Two Lives Annuity.............................. 22
Income for Two Lives with a Guaranteed Period Annuity..... 22
Income for Two Lives with a Refund Annuity................ 22
Your Lifetime Annuity..................................... 22
Your Lifetime with a Guaranteed Period Annuity............ 22
Your Lifetime with Refund Annuity......................... 22
Income for a Guaranteed Period Annuity.................... 22
Purchase Payment.......................................... 20
Transfers................................................. 21-22
Taxes..................................................... 31-32
Valuation Period.......................................... 21
INCOME OPTIONS.............................................. 19
Fixed Income Option....................................... 19
Variable Income Option.................................... 19
ENHANCED INDIVIDUAL RETIREMENT ANNUITIES.................... 6, 11, 15, 16, 17,
19, 24, 28, 29, 31,
34
INVESTMENT CHOICES.......................................... 4, 6, 11
Janus Mid Cap Portfolio................................... 1, 4, 11, 12
Loomis Sayles High Yield Bond Portfolio................... 1, 4, 11, 12
MetLife Stock Index Portfolio............................. 1, 4, 11, 12
Scudder Global Equity Portfolio........................... 1, 4, 11, 12, 13
State Street Research Aggressive Growth Portfolio......... 1, 4, 11, 12
State Street Research Diversified Portfolio............... 1, 4, 11, 12
State Street Research Growth Portfolio.................... 1, 4, 11, 12
State Street Research Income Portfolio.................... 1, 4, 11, 12
State Street Research International Stock Portfolio....... 1, 4, 11, 12
T. Rowe Price Small Cap Growth Portfolio.................. 1, 4, 11, 12, 13
ENHANCED UNALLOCATED KEOGH CONTRACT......................... 6, 7, 11, 13, 14,
15, 17, 18, 19, 24,
25, 28, 30, 31, 32,
34
MANAGEMENT FEES............................................. 4, 12, 13
MORTALITY AND EXPENSE RISK CHARGE........................... 4, 6, 16
NURSING HOME OR TERMINAL ILLNESS............................ 19
ENHANCED NON-QUALIFIED CONTRACT............................. 7, 11, 13, 15, 16,
17, 18, 19, 24, 28,
30, 31, 32, 34
PERFORMANCE................................................. 26-27
PLAN TERMINATION............................................ 18
PURCHASE PAYMENTS (CONTRIBUTIONS)........................... 6, 13-14
REBALANCER SM (withdrawals and transfers)................... 15
RETIREMENT.................................................. 18
SALES LOAD.................................................. 4, 16-17
SALES REPRESENTATIVES....................................... 26
SEPARATE ACCOUNT............................................ 4, 6, 10, 14, 26
SEPARATION FROM SERVICE..................................... 18
SUMMARY..................................................... 6-7
SYSTEMATIC TERMINATION...................................... 18
SYSTEMATIC WITHDRAWAL INCOME PROGRAM........................ 14, 15-16, 24, 29
TAXES....................................................... 6, 28-32, 34
General--all markets...................................... 28, 31-32
Enhanced IRA Contracts.................................... 28-30, 31-32
Enhanced Unallocated Keogh Contracts...................... 28-29, 30-31, 31-32
Enhanced Non-Qualified Contracts.......................... 28-29, 30-31, 31-32
TELEPHONE REQUESTS.......................................... 15
TOTAL OPERATING EXPENSES.................................... 4
TRANSFERS................................................... 6, 14-15
VALUATION PERIOD............................................ 14
VOTING RIGHTS............................................... 25-26
WITHDRAWALS................................................. 15-16, 17-19
YIELD....................................................... 26

C-PPA-36

485BPOS 134th Page of 281 TOC 1st Previous Next ↓Bottom Just 134th
REQUEST FOR A STATEMENT OF ADDITIONAL INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of Additional Information, or
have changed your address, please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc.

[_] I have changed my address. My CURRENT address is:

Name:
----------------------- -------------------------------------------------
(Contract Number) Address:
-------------------------------------------------

----------------------- -------------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY

ATTN: ALAN DEMICHELE
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010

485BPOS 135th Page of 281 TOC 1st Previous Next ↓Bottom Just 135th
[LOGO] MetLife(R)
Metropolitan Life Insurance Company

Johnstown Office, 500 Schoolhouse Road

Johnstown, PA 15907-2914

ADDRESS SERVICE REQUESTED

Bulk Rate
U.S. Postage Paid
Rutland, VT
Permit 220

485BPOS 136th Page of 281 TOC 1st Previous Next ↓Bottom Just 136th
Financial Freedom Account Prospectus

May 1, 1998

[LOGO] MetLife(R)

Retirement & Savings Center

485BPOS 137th Page of 281 TOC 1st Previous Next ↓Bottom Just 137th
MetLife's Enhanced Preference Plus (R) Prospectus

May 1, 1998

[LOGO] MetLife(R)

Retirement & Savings Center

485BPOS 138th Page of 281 TOC 1st Previous Next ↓Bottom Just 138th
METROPOLITAN LIFE SEPARATE ACCOUNT E

ENHANCED TSA, ENHANCED NON-QUALIFIED, ENHANCED IRA, ENHANCED PEDC AND ENHANCED
403(A) PREFERENCE PLUS AND FINANCIAL FREEDOM ACCOUNT
GROUP ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes group Enhanced TSA, Enhanced Non-Qualified,
Enhanced Individual Retirement, Enhanced Public Employee Deferred Compensation
and Enhanced 403(a) Preference Plus and Financial Freedom Account Contracts
("Enhanced Preference Plus Contracts," "FFA Contracts" or collectively
"Contracts") and group Enhanced TSA, Enhanced Non-Qualified, Enhanced
Individual Retirement, Enhanced Public Employee Deferred Compensation and
Enhanced 403(a) Preference Plus and Financial Freedom Account Income Annuities
("Enhanced Preference Plus Income Annuities" or "FFA Income Annuities" or
collectively "Income Annuities").

The Enhanced Non-Qualified Preference Plus and FFA Contracts and Enhanced
Non-Qualified Preference Plus and FFA Income Annuities for (S)457(e)(11)
severance and death benefit plans have special tax risks. See "Special Tax
Considerations for Non-Qualified Contract for (S)457(e)(11) Severance and Death
Benefit Plans," page FFA-45 and "Special Tax Considerations for Non-Qualified
Income Annuity for (S)457(e)(11) Severance and Death Benefit Plans," page FFA-
48. These Contracts and Income Annuities are no longer currently offered for
purchase.

Group Contracts and Income Annuities may only be purchased through your
employer, or a group, association or trust of which you are a member or
participant or by a trust for the benefit of independent contractors or
employees of the grantor of the trust.

You decide where your purchase payments are directed. The choices depend on
what is available under your Contract and may include the Fixed Interest
Account, and, through Metropolitan Life Separate Account E, the State Street
Research Income, State Street Research Diversified, MetLife Stock Index, State
Street Research Growth, Janus Mid Cap, Loomis Sayles High Yield Bond, State
Street Research Aggressive Growth, T. Rowe Price Small Cap Growth, Scudder
Global Equity and State Street Research International Stock Portfolios of the
Metropolitan Series Fund, Inc. ("Metropolitan Fund"), the Calvert Social
Balanced Portfolio (formerly Calvert Responsibly Invested Balanced Portfolio)
and Calvert Social Mid Cap Growth Portfolio (formerly Calvert Responsibly
Invested Capital Accumulation Portfolio) of the Calvert Variable Series, Inc.
(formerly Acacia Capital Corporation) and the Money Market, Equity-Income,
Growth and Overseas Portfolios of the Variable Insurance Products Fund ("VIP")
and the Investment Grade Bond and Asset Manager Portfolios of the Variable
Insurance Products Fund II ("VIP II"). VIP together with VIPII are the
"Fidelity VIP and VIPII Funds."

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus. The Prospectuses for the Calvert Social Balanced Portfolio, Calvert
Social Mid Cap Growth Portfolio and the Fidelity VIP and VIPII Funds are
delivered separately.

INTERESTS IN THE SEPARATE ACCOUNT AND THE FIXED INTEREST ACCOUNT ARE NOT
DEPOSITS OR OBLIGATIONS OF, OR INSURED, OR GUARANTEED BY THE U.S. GOVERNMENT,
ANY BANK OR OTHER DEPOSITORY INSTITUTION. UNITS ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION, ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER AGENCY, AND INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, AND ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR CALVERT
SOCIAL BALANCED PORTFOLIO, CALVERT SOCIAL MID CAP GROWTH PORTFOLIO AND BOTH OF
THE FIDELITY VIP AND VIPII FUNDS, WHERE APPLICABLE, WHICH CONTAIN ADDITIONAL
INFORMATION AND WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The Prospectus sets forth information about the Contracts and Income
Annuities and Separate Account E that you should know before investing.
Additional information about the Contracts and Income Annuities and Separate
Account E has been filed with the Securities and Exchange Commission in a
Statement of Additional Information which is incorporated herein by reference
and which is available upon request without charge from Metropolitan Life
Insurance Company, Retirement and Savings Center, Area 2H, One Madison Avenue,
New York, NY 10010, Attention: Alan DeMichele. Inquiries may be made to
Metropolitan Life Insurance Company, One Madison Avenue, New York, New York
10010, Attention: Retirement and Savings Center; telephone number (800) 553-
4459. The table of contents of the Statement of Additional Information appears
on page FFA-50.

The date of this Prospectus and of the Statement of Additional Information is
May 1, 1998.

485BPOS 139th Page of 281 TOC 1st Previous Next ↓Bottom Just 139th
TABLE OF CONTENTS

[Download Table]

PAGE
------

INDEX OF SPECIAL TERMS.................................................. FFA- 4
TABLES OF EXPENSES...................................................... FFA- 5
SUMMARY................................................................. FFA-10
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION BY CONTRACT....... FFA-12
FINANCIAL STATEMENTS.................................................... FFA-17
OUR COMPANY AND THE SEPARATE ACCOUNT.................................... FFA-18
Who Is MetLife?....................................................... FFA-18
What Is The Separate Account?......................................... FFA-18
THE DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS..................... FFA-19
What Are The Contracts?............................................... FFA-19
May The Contracts Be Affected By Your Retirement Plan?................ FFA-19
YOUR INVESTMENT CHOICES................................................. FFA-19
What Are The Investment Choices And How Do We Provide Them?........... FFA-19
PURCHASE PAYMENTS....................................................... FFA-23
Are There Special Rules Concerning The First Payment And Other Admin-
istrative Details That You Should Know?.............................. FFA-23
How Small Or Large Can Your Purchase Payment Be?...................... FFA-23
How Are Purchase Payments Allocated?.................................. FFA-23
Are There Any Limits On Subsequent Purchase Payments?................. FFA-23
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............... FFA-23
What Is An Accumulation Unit Value?................................... FFA-23
How Is An Accumulation Unit Value Calculated?......................... FFA-24
WITHDRAWALS AND TRANSFERS............................................... FFA-24
Can You Make Withdrawals And Transfers?............................... FFA-24
When Will Withdrawals Or Transfers Be Processed?...................... FFA-24
Can You Make Payments Directly To Other Investments On A Tax-free Ba-
sis?................................................................. FFA-24
What Restrictions Apply To Texas Optional Retirement Program Partici-
pants?............................................................... FFA-24
What Restrictions Apply To TSA Contracts?............................. FFA-25
Can You Make Changes By Telephone?.................................... FFA-25
Can You Make Systematic Withdrawals?.................................. FFA-25
From Which Investment Divisions Will Withdrawals Be Made For SWIP Pay-
ments?............................................................... FFA-25
Will You Pay An Early Withdrawal Charge (Sales Load) When You Receive
A SWIP Payment?...................................................... FFA-26
Can Minimum Distribution Payments Be Made On A Periodic Basis?........ FFA-26
DEDUCTIONS AND CHARGES.................................................. FFA-26
Are There Annual Contract Charges?.................................... FFA-26
What Are Charges For General Administrative Expenses And The Mortality
And Expense Risk And How Much Are They?.............................. FFA-26
Are There Deductions For Annuity Taxes And When Are They Paid?........ FFA-26
What Is The Early Withdrawal Charge (Sales Load)?..................... FFA-26
What Is The Early Withdrawal Charge For The Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified, Enhanced PEDC and Enhanced IRA Pref-
erence Plus Contracts?............................................... FFA-26
What Is The Early Withdrawal Charge For Enhanced Non-Qualified Prefer-
ence Plus Contracts For (S)457(f) Deferred Compensation Plans, (S)451
Deferred Fee Arrangements, (S)451 Deferred Compensation Plans And
(S)457 (e)(11) Severance And Death Benefit Plans And FFA Contracts?.. FFA-27
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES................................ FFA-27
Can You Make Withdrawals Or Transfers From The Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified, Enhanced PEDC And Enhanced IRA Pref-
erence Plus Contracts Without Early Withdrawal Charges?.............. FFA-27
DEATH BENEFIT........................................................... FFA-29
What Is The Death Benefit?............................................ FFA-29
When And To Whom Will The Death Benefit Be Paid?...................... FFA-29

FFA-2

485BPOS 140th Page of 281 TOC 1st Previous Next ↓Bottom Just 140th
[Download Table]

PAGE
------

INCOME OPTIONS.......................................................... FFA-29
Can MetLife Provide You With An Income Guaranteed For Life Or For A
Wide Choice Of Other Periods?........................................ FFA-29
What Types Of Income Options Are Available?........................... FFA-30
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS........................... FFA-31
What Are Income Annuities?............................................ FFA-31
May The Income Annuity Be Affected By Your Retirement Plan?........... FFA-31
What Are The Investment Choices?...................................... FFA-31
ADMINISTRATION.......................................................... FFA-31
What Administrative Details Should You Know?.......................... FFA-31
How Small Or Large Can Your Purchase Payment Be?...................... FFA-31
How is the Purchase Payment Allocated?................................ FFA-32
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS....................... FFA-32
What Is An Annuity Unit Value?........................................ FFA-32
How Is An Annuity Unit Value Calculated?.............................. FFA-32
How Is A Variable Income Payment Determined And What Is The AIR?...... FFA-32
When Are Variable Income Payments Determined And How Often Will They
Change?.............................................................. FFA-32
TRANSFERS............................................................... FFA-32
Can You Make Transfers?............................................... FFA-32
When Will Transfers Be Processed?..................................... FFA-32
Can You Make Transfers By Telephone?.................................. FFA-33
DEDUCTIONS AND CHARGES.................................................. FFA-33
What Is The Contract Fee?............................................. FFA-33
What Are The Charges For General Administrative Expenses And The Mor-
tality And Expense Risk And How Much Are They?....................... FFA-33
Are There Deductions For Annuity Taxes?............................... FFA-33
What Variable Income Types Are Available?............................. FFA-33
Is There A Free Look?................................................. FFA-34
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS................... FFA-35
Can We Cancel Your Contract Or Income Annuity?........................ FFA-35
Are There Special Provisions That Apply If You Are A Participant In A
Plan Subject To ERISA?............................................... FFA-35
When Are Your Requests Effective?..................................... FFA-35
Will We Confirm Your Transactions?.................................... FFA-36
Can We Change The Provisions Of Your Contract Or Income Annuity?...... FFA-36
What Are Your Voting Rights Regarding Portfolio Shares?............... FFA-36
Can Your Voting Instructions Be Disregarded?.......................... FFA-37
Who Sells Your Contract Or Income Annuity And Do You Pay A Commission
On The Purchase Of Your Contract Or Income Annuity?.................. FFA-37
Does MetLife Advertise The Performance Of The Separate Account?....... FFA-37
Are There Special Charges That Apply If Your Retirement Plan Termi-
nates Its Contract Or Takes Other Action?............................ FFA-38
TAXES................................................................... FFA-40
General............................................................... FFA-40
How Do Federal Income Taxes Affect Your Deferred Contract?............ FFA-40
How Do Federal Income Taxes Affect Your Income Annuity?............... FFA-46
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............ FFA-50
APPENDIX................................................................ FFA-51

FFA-3

485BPOS 141st Page of 281 TOC 1st Previous Next ↓Bottom Just 141st
INDEX OF SPECIAL TERMS

[Download Table]

TERMS PAGE
----- ---------

Account Balance....................................................... FFA-10
Accumulation Units.................................................... FFA-23
Annuity Units......................................................... FFA-32
Assumed Investment Rate............................................... FFA-32
Contract Year......................................................... FFA-23
Contracts............................................................. FFA- 1
Designated Office..................................................... FFA-23
Early Withdrawal Charge............................................... FFA-26
Enhanced Preference Plus Contracts.................................... FFA- 1
Enhanced Preference Plus Income Annuities............................. FFA- 1
Experience Factor..................................................... FFA-24
Financial Freedom Account Contracts................................... FFA- 1
Financial Freedom Account Income Annuities............................ FFA- 1
Free Corridor......................................................... FFA-27
Income Annuities...................................................... FFA- 1
Separate Account...................................................... FFA-10,18
Systematic Termination................................................ FFA-28
Systematic Withdrawal Income Program.................................. FFA-25
Valuation Period...................................................... FFA-24

FFA-4

485BPOS 142nd Page of 281 TOC 1st Previous Next ↓Bottom Just 142nd
TABLE OF EXPENSES--ENHANCED TSA, ENHANCED NON-QUALIFIED, ENHANCED IRA, ENHANCED
PEDC AND ENHANCED 403(A) PREFERENCE PLUS CONTRACTS AND INCOME ANNUITIES

The following table illustrates Separate Account, Metropolitan Fund, Calvert
Social Balanced Portfolio, Calvert Social Mid Cap Growth Portfolio and Fidelity
VIP and VIPII Funds expenses for the fiscal year ending December 31, 1997:

[Download Table]

CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS
CURRENTLY OFFERED
Sales Load Imposed on Purchases................................... None
Deferred Sales Load............................................... From 0% to
(as a percentage of the purchase payment funding the withdrawal 7%(a)
during the accumulation period)
Exchange Fee...................................................... None
Surrender Fee..................................................... None
ANNUAL CONTRACT FEE................................................ None
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Charge............................ .20%(b)
Mortality and Expense Risk Charge................................. .75%(b)
Total Separate Account Annual Expenses............................ .95%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
[Download Table]

OTHER EXPENSES
MANAGEMENT AFTER EXPENSE
FEES REIMBURSEMENT TOTAL
---------- -------------- -----

State Street Research Income
Portfolio(c)(d)(e)........................... .33 .10 .43
State Street Research Diversified
Portfolio(c)(d)(e)........................... .44 .06 .50
MetLife Stock Index Portfolio(c).............. .25 .08 .33
State Street Research Growth
Portfolio(c)(d)(e)........................... .49 .07 .56
Janus Mid Cap Portfolio (d)(f)................ .75 .14 .89
Loomis Sayles High Yield Bond Portfolio(f).... .70 .20 .90
State Street Research Aggressive Growth
Portfolio(c)(d)(e)........................... .71 .08 .79
T. Rowe Price Small Cap Growth
Portfolio(d)(f).............................. .55 .18 .73
Scudder Global Equity Portfolio(d)(f)......... .90 .22 1.12
State Street Research International Stock
Portfolio(c)(d)(e)........................... .75 .28 1.03

[Download Table]

MANAGEMENT OTHER EXPENSES(I)
CALVERT SOCIAL BALANCED PORTFOLIO ANNUAL FEES AFTER EXPENSE TOTAL
EXPENSES(G) ---------- REIMBURSEMENT -----
-----------------
(as a percentage of average net assets) .69 .12 .81

MANAGEMENT OTHER EXPENSES(I)
CALVERT SOCIAL MID CAP GROWTH PORTFOLIO AN- FEES AFTER EXPENSE TOTAL
NUAL EXPENSES(H) ---------- REIMBURSEMENT -----
-----------------
(as a percentage of average net assets) .90 .15 1.05

FIDELITY VIP AND VIPII FUNDS ANNUAL
EXPENSES(J)
(as a percentage of average net assets)

MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- ----------------- -----

Equity-Income Portfolio(k)................. .50 .08 .58%
Growth Portfolio(k)........................ .60 .09 .69%
Overseas Portfolio(k)...................... .75 .17 .92%
Investment Grade Bond Portfolio............ .44 .14 .58%
Asset Manager Portfolio(k)................. .55 .10 .65%

FFA-5

485BPOS 143rd Page of 281 TOC 1st Previous Next ↓Bottom Just 143rd
EXAMPLE

[Download Table]

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

If you surrender your Contract at the end of
the applicable time period:
You would pay the following expenses on
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $70 $83 $ 99 $167
Diversified Division........................ 70 85 103 174
Stock Index Division........................ 69 80 93 155
Growth Division............................. 71 87 106 181
Janus Mid Cap Division...................... 74 97 -- --
Loomis Sayles High Yield Bond Division...... 75 98 -- --
Aggressive Growth Division.................. 73 94 118 207
T. Rowe Price Small Cap Growth Division..... 73 92 -- --
Scudder Global Equity Division.............. 77 105 -- --
International Stock Division................ 76 102 131 232
Calvert Social Balanced Division............ 74 95 119 209
Calvert Social Mid Cap Growth Division...... 76 102 132 234
Fidelity Equity-Income Division............. 71 88 107 183
Fidelity Growth Division.................... 72 91 113 196
Fidelity Overseas Division.................. 75 98 125 221
Fidelity Investment Grade Bond Division..... 71 88 107 183
Fidelity Asset Manager Division............. 72 90 111 191
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(l):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $14 $44 $ 76 $167
Diversified Division........................ 15 46 80 174
Stock Index Division........................ 13 41 71 155
Growth Division............................. 15 48 83 181
Janus Mid Cap Division...................... 19 58 -- --
Loomis Sayles High Yield Bond Division...... 19 59 -- --
Aggressive Growth Division.................. 18 55 95 207
T. Rowe Price Small Cap Growth Division..... 17 53 -- --
Scudder Global Equity Division.............. 21 66 -- --
International Stock Division................ 20 63 108 232
Calvert Social Balanced Division............ 18 56 96 209
Calvert Social Mid Cap Growth Division...... 21 63 109 234
Fidelity Equity-Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 59 102 221
Fidelity Investment Grade Bond Division..... 16 49 84 183
Fidelity Asset Manager Division............. 16 51 88 191

FFA-6

485BPOS 144th Page of 281 TOC 1st Previous Next ↓Bottom Just 144th
TABLE OF EXPENSES--FFA CONTRACTS AND INCOME ANNUITIES

[Download Table]

CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS CUR-
RENTLY OFFERED
Sales Load Imposed on Purchases.................................... None
Deferred Sales Load................................................ None
Exchange Fee....................................................... None
Surrender Fee...................................................... None
ANNUAL CONTRACT FEE................................................. None
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account
value)
General Administrative Expenses Charge............................ .20%(b)
Mortality and Expense Risk Charge................................. .75%(b)
Total Separate Account Annual Expenses............................ .95%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net as-
sets)

OTHER
EXPENSES
MANAGEMENT AFTER EXPENSE
FEES REIMBURSEMENT TOTAL
---------- ---------------- ----------

State Street Research Income
Portfolio(c)(d)(e).................... .33 .10 .43
State Street Research Diversified
Portfolio(c)(d)(e).................... .44 .06 .50
MetLife Stock Index Portfolio(c)....... .25 .08 .33
State Street Research Growth
Portfolio(c)(d)(e).................... .49 .07 .56
Janus Mid Cap Portfolio(d)(f).......... .75 .14 .89
Loomis Sayles High Yield Bond
Portfolio(f).......................... .70 .20 .90
State Street Research Aggressive Growth
Portfolio(c)(d)(e).................... .71 .08 .79
T. Rowe Price Small Cap Growth
Portfolio(d)(f)....................... .55 .18 .73
Scudder Global Equity Portfolio(d)(f).. .90 .22 1.12
State Street Research International
Stock Portfolio(c)(d)(e).............. .75 .28 1.03

OTHER
EXPENSES
MANAGEMENT AFTER EXPENSE
FEES REIMBURSEMENT(I) TOTAL
---------- ---------------- ----------

CALVERT SOCIAL BALANCED PORTFOLIO ANNUAL
EXPENSES(G)
(as a percentage of average net assets) .69 .12 .81

OTHER
EXPENSES AFTER
MANAGEMENT EXPENSE
FEES REIMBURSEMENT(I) TOTAL
---------- ---------------- ----------

CALVERT SOCIAL MID CAP GROWTH PORTFOLIO
ANNUAL EXPENSES(H)
(as a percentage of average net assets) .90 .15 1.05

FIDELITY VIP AND VIPII FUNDS ANNUAL
EXPENSES(J)
(as a percentage of average net assets)

OTHER
EXPENSES
MANAGEMENT AFTER EXPENSE
FEES REIMBURSEMENT TOTAL
---------- ---------------- ----------

Money Market Portfolio................ .21 .10 .31%
Equity-Income Portfolio(k)............ .50 .08 .58%
Growth Portfolio(k)................... .60 .09 .69%
Overseas Portfolio(k)................. .75 .17 .92%
Investment Grade Bond Portfolio....... .44 .14 .58%
Asset Manager Portfolio(k)............ .55 .10 .65%

FFA-7

485BPOS 145th Page of 281 TOC 1st Previous Next ↓Bottom Just 145th
EXAMPLE

[Download Table]

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

If you surrender your Contract at the end of
the applicable time period:
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $14 $44 $76 $167
Diversified Division........................ 15 46 80 174
Stock Index Division........................ 13 41 71 155
Growth Division............................. 15 48 83 181
Janus Mid Cap Division...................... 19 58 -- --
Loomis Sayles High Yield Bond Division...... 19 59 -- --
Aggressive Growth Division.................. 18 55 95 207
T. Rowe Price Small Cap Growth Division..... 17 53 -- --
Scudder Global Equity Division.............. 21 66 -- --
International Stock Division................ 20 63 108 232
Calvert Social Balanced Division............ 18 56 96 209
Calvert Social Mid Cap Growth Division...... 21 63 109 234
Fidelity Money Market Division.............. 13 40 70 153
Fidelity Equity-Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 59 102 221
Fidelity Investment Grade Bond Division..... 16 49 84 183
Fidelity Asset Manager Division............. 16 51 88 191
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(l):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $14 $44 $76 $167
Diversified Division........................ 15 46 80 174
Stock Index Division........................ 13 41 71 155
Growth Division............................. 15 48 83 181
Janus Mid Cap Division...................... 19 58 -- --
Loomis Sayles High Yield Bond Division...... 19 59 -- --
Aggressive Growth Division.................. 18 55 95 207
T. Rowe Price Small Cap Growth Division..... 17 53 -- --
Scudder Global Equity Division.............. 21 66 -- --
International Stock Division................ 20 63 108 232
Calvert Social Balanced Division............ 18 56 96 209
Calvert Social Mid Cap Growth Division...... 21 63 109 234
Fidelity Money Market Division.............. 13 40 70 153
Fidelity Equity-Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 59 102 221
Fidelity Investment Grade Bond Division..... 16 49 84 183
Fidelity Asset Manager Division............. 16 51 88 191

-------

(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (See "Deductions and Charges," page
FFA-26) does not apply to 10% or 20% of the Account Balance. Under certain
other circumstances, the deferred sales load does not apply at all. There
is no deferred sales load imposed under the Enhanced Non-Qualified
Preference Plus Contract for (S)457(f) deferred compensation plans, (S)451
deferred fee arrangements, (S)451 deferred compensation plans and
(S)457(e)(11) severance and death benefit plans.

(b) Although total Separate Account annual expenses will not exceed .95% of
average account values, the allocation of these expenses between general
administrative expenses and the mortality and expense risk charges is only
an estimate. (See "Deductions and Charges," page FFA-26.)
(c) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.

(d) The marginal rate of the investment management fee for these Portfolios
will decrease when the dollar amount in each Portfolio reaches certain
threshold amounts.

(e) Reflects 1997 management fees, restated to assume changes in management
fees, effective August 1997, had been in effect for the entire year.

(f) The Portfolios commenced operations on March 3, 1997. MetLife agreed to
bear all expenses (other than management fees, brokerage commissions,
taxes, interest and any extraordinary or non-recurring expenses) in excess
of .20% of the average net assets for each of the Loomis Sayles High Yield
Bond, T. Rowe Price Small Cap Growth, Janus Mid Cap and Scudder Global
Equity Portfolios until each Portfolio's total net assets are at least

FFA-8

485BPOS 146th Page of 281 TOC 1st Previous Next ↓Bottom Just 146th
$100 million, or until March 2, 1999, whichever is earlier. Absent such
expense reimbursement, the other expenses would have been 0.39% for the
Loomis Sayles High Yield Bond Portfolio and 0.31% for the Scudder Global
Equity Portfolio. MetLife ceased subsidizing such expenses for the Janus
Mid-Cap Portfolio as of December 31, 1997, and the T. Rowe Price Small Cap
Growth Portfolio as of January 23, 1998.

(g) The management fees of the Calvert Social Balanced Portfolio are subject
to a performance adjustment which could cause this fee to be as high as
0.85% or as low as 0.55%, depending on the Portfolio's performance.

(h) Management and advisory expenses for the Calvert Social Mid Cap Growth
Portfolio include an administrative service fee of .10% paid to an
affiliate of Calvert. The management fees of the Calvert Social Mid Cap
Growth Portfolio are subject to a performance adjustment which could cause
this fee to be as high as 0.95% or as low as 0.85%, depending on the
Portfolio's performance.

(i) The figures are based on expenses for fiscal year 1997, and have been
restated to reflect an increase in transfer agency expenses of 0.01% for
each Portfolio expected to be incurred in 1998. "Other Expenses" reflect
an indirect fee. Net fund operating expenses after reductions for fees
paid indirectly (again, restated) would be 0.78% for the Calvert Social
Balanced Portfolio and 0.97% for the Calvert Social Mid Cap Growth
Portfolio.

(j) Each Fidelity VIP and VIPII Funds Portfolio has adopted a Distribution and
Service Plan under Rule 12b-1 under the Investment Company Act of 1940
(the "1940 Act"). No separate payments are authorized to be made by any of
the Fidelity VIP and VIPII Funds Portfolios under these plans. Rather, the
plans recognize that Fidelity Management & Research Company ("FMR") may
use its management fee or other resources to pay expenses associated with
activities primarily intended to result in the sale of the Fidelity VIP
and VIPII Funds Portfolios' shares. These plans also provide that FMR may
make payments from these sources to third parties. FMR or Fidelity
Distributors Corp. makes payments to MetLife for providing distribution
and certain shareholder services for the Fidelity VIP and VIPII Funds.
Additionally, Fidelity Investments Institutional Operations Company, Inc.
makes payments to MetLife for providing administrative services to the
Fidelity VIP and VIPII Funds. You are not responsible for these fees. FMR
and its affiliates are responsible for paying such fees to MetLife.

(k) A portion of the brokerage commissions that certain funds pay was used to
reduce funds expenses. In addition, certain funds have entered into
arrangements with their custodian and transfer agent whereby interest
earned on uninvested cash balances was used to reduce custodian and
transfer agent expenses. If these reductions had been included, the total
operating expenses presented in the table would have been 0.57% for the
Fidelity VIP Equity-Income Portfolio, 0.67% for the Fidelity VIP Growth
Portfolio, 0.90% for the Fidelity VIP Overseas Portfolio and 0.76% for the
Fidelity VIPII Asset Manager Portfolio.

(l) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges," page FFA-27).

The purpose of the above tables is to assist you in understanding the
various costs and expenses that you will bear directly or indirectly. The
tables reflect expenses of the Separate Account, the Metropolitan Fund, the
Calvert Social Balanced Portfolio, Calvert Social Mid Cap Growth Portfolio and
the Fidelity VIP and VIPII Funds. They assume that there are no other
transactions. The Example is intended for illustrative purposes only; it
should not be considered a representation of past or future expenses. Actual
expenses may be higher or lower than those shown. Annuity taxes are not
reflected in the tables.

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...............................................................
SUMMARY
...............................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

This Prospectus describes variable accumulation and income annuity contracts
issued by Metropolitan Life Insurance Company ("MetLife," "we," "us" or
"our"). The term "Contracts" and "Income Annuities" also includes certificates
issued under certain group arrangements. Income Annuities are described
separately beginning on page FFA-31. "You" as used in this Prospectus means
the participant or annuitant for whom money is invested in a Contract or
Income Annuity. Under the Contracts and Income Annuities issued for (S)457(f)
deferred compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans and (S)457(e)(11) severance and death benefit plans, the
trustee or the employer retains all rights to control the money under the
Contract or Income Annuity. Under the Contracts and Income Annuities issued
for Public Employee Deferred Compensation plans, the employer retains all
rights to control the money under the Contract or Income Annuity. Under
several Contracts and Income Annuities issued for (S)403(b) tax sheltered
annuities, the employer retains all rights to control the money under the
Contract and Income Annuity. Under the Non-Qualified Contract and Income
Annuity for (S)415(m) qualified governmental excess benefit arrangements, the
trustee or employer retains all rights to control the money under the Contract
and Income Annuity. For these Contracts and Income Annuities, where we refer
to giving instructions or making payments to us, "you" means such trustee or
employer.

INVESTMENT CHOICES (PAGES FFA-19-23)

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). This
Prospectus does not describe that account and will mention the Fixed Interest
Account only where necessary to explain how the "Separate Account" works. Each
Contract also offers a choice of investment options under which values can go
up or down based upon investment performance. See "Determining the Value of
Your Separate Account Investment," page FFA-23, for a description of
accumulation units and how these values are determined based upon investment
performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES FFA-19-23. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN
THE BACK OF THIS PROSPECTUS AND THE CALVERT SOCIAL BALANCED PORTFOLIO, CALVERT
SOCIAL MID CAP GROWTH PORTFOLIO AND FIDELITY VARIABLE INSURANCE PRODUCTS FUNDS
PROSPECTUSES, WHICH ARE DELIVERED SEPARATELY.

TAXES (PAGES FFA-40-49)

PURCHASE PAYMENTS; WITHDRAWALS AND TRANSFERS (PAGES FFA-23; FFA 24-26)

The Contracts allow you to make new purchase payments, to transfer money
between investment options and between the Separate Account and the Fixed
Interest Account and to withdraw money credited to you ("Account Balance").
(See "Withdrawals and Transfers," page FFA-24.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and your Contract. (See "Withdrawals and Transfers," page FFA-24, and
"Deductions and Charges," page FFA-26.)

DEDUCTIONS AND CHARGES (PAGES FFA-26-27)

Your Contract is subject to various charges.

Annual Contract Fees: There is no annual Contract fee. (There is a $20
annual Contract fee imposed on certain Fixed Interest Account balances.)

General Administrative Expenses and Mortality and Expense Risk Charge: .95%
on an annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received. (THERE IS NO
EARLY WITHDRAWAL CHARGE FOR FINANCIAL FREEDOM ACCOUNT AND ENHANCED NON-
QUALIFIED PREFERENCE PLUS CONTRACTS FOR (S)457(F) DEFERRED COMPENSATION
PLANS, (S)451 DEFERRED FEE ARRANGEMENTS, (S)451 DEFERRED COMPENSATION PLANS
AND (S)457(E)(11) SEVERANCE AND DEATH BENEFIT PLANS.)

Metropolitan Series Fund, Inc.: Management fees and other expenses.

Calvert Social Balanced Portfolio: Management fees and other expenses.

Calvert Social Mid Cap Growth Portfolio: Management fees and other expenses.

Fidelity Variable Insurance Products Funds: Management fees and other
expenses.

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...............................................................

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES FFA-27-29)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

(a) Withdrawals or transfers without a charge for All Markets:

Item 1--Transfers among investment divisions or to the Fixed Interest
Account.

Item 2--Withdrawals that represent purchase payments made over seven years
ago.

Item 3--Free Corridor

Item 4--Free Look

Item 5--Certain Income Annuities

Item 6--Death Benefit

Item 7--Mandated Withdrawals under Federal law

Item 9--Disability

(b) Withdrawals or Transfers without a charge for the Non-Qualified market--
(in addition to (a) above):

Item 10--Retirement

Item 11--Separation from Service

Item 8--Systematic Termination

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

Item 15--Pre-Approved Plan Provison

(d) Withdrawals or Transfers without a charge for the Public Employee
Deferred Compensation Market--(in addition to (a) above):

Item 8--Systematic Termination

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

DEATH BENEFIT (PAGES FFA-29)

Each Contract (other than the Enhanced Non-Qualified Preference Plus Contract
for (S)457(f), deferred compensation plans, (S)451 deferred fee arrangements,
(S)451 deferred compensation plans, and (S)457(e)(11) severance and death
benefit plans) offers a death benefit that guarantees certain payments in case
of your death even if the Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGE FFA-31)

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ACCUMULATION UNIT VALUE FOR EACH INVESTMENT DIVISION BY CONTRACT
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

The following information has been derived from the Separate Account's
full financial statement, which statements are annually audited by Deloitte &
Touche LLP, independent auditor, as stated in their report appearing with the
full financial statements and related notes in the Statement of Additional
Information or as previously stated in earlier reports.

[Enlarge/Download Table]

Number of
Enhanced TSA, Enhanced Accumulation Accumulation Accumulation
Non-Qualified and Enhanced 403(a) Unit Value Unit Value Units End of Year
Preference Plus Contracts(a) Year Beginning of Year End of Year (in thousands)
--------------------------------- ------------ ----------------- ----------------- --------------

Income Division 1997 $30.13 $32.77 314
1996 29.36 30.13 272
1995 24.79 29.36 213
1994 25.83 24.79 155
1993 23.43 25.83 111
1992 22.12 23.43 51
1991 19.02 22.12 3
1990 17.91(b) 19.02 0
Diversified Division 1997 28.11 33.57 515
1996 24.78 28.11 365
1995 19.69 24.78 333
1994 20.51 19.69 241
1993 18.36 20.51 125
1992 16.93 18.36 28
1991 13.68 16.93 3
1990 14.34(b) 13.68 0
Stock Index Division 1997 24.83 32.50 2,504
1996 20.44 24.83 1,648
1995 15.07 20.44 1,062
1994 15.04 15.07 631
1993 13.86 15.04 507
1992 13.02 13.86 260
1991 10.13 13.02 0
1990 10.85(b) 10.13 0
Growth Division 1997 47.19 60.00 656
1996 38.99 47.19 436
1995 29.57 38.99 324
1994 30.85 29.57 197
1993 27.22 30.85 123
1992 24.63 27.22 47
1991 18.67 24.63 7
1990 21.66(b) 18.67 0
Janus Mid Cap Division 1997 10.00(h) 12.72 167
Loomis Sayles High Yield Bond Division 1997 10.00(h) 10.53 49
Aggressive Growth Division 1997 35.98 38.02 1,572
1996 33.72 35.98 1,396
1995 26.29 33.72 997
1994 27.05 26.29 625
1993 22.26 27.05 358
1992 20.37 22.26 134
1991 12.35 20.37 7
1990 14.85(b) 12.35 0

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T. Rowe Price Small Cap Growth Division 1997 10.00(h) 1 1.79 279
Scudder Global Equity Division 1997 10.00(h) 10.88 120
International Stock Division 1997 13.99 13.54 853
1996 14.38 13.99 868
1995 14.40 14.38 814
1994 13.84 14.40 558
1993 9.45 13.84 191
1992 10.63 9.45 50
1991 10.00(c) 10.63 4
Calvert Social Balanced Division 1997 17.08 20.32 225
1996 15.31 17.08 179
1995 11.91 15.31 129
1994 12.43 11.91 90
1993 11.62 12.43 66
1992 10.90 11.62 27
1991 10.00(d) 10.90 2
Calvert Social Mid Cap Growth Division 1997 16.81 20.58 80
1996 15.80 16.81 57
1995 11.43 15.80 18
1994 12.81 11.43 2
1993 12.03 12.81 1
1992 10.78(e) 12.03 0
Fidelity Money Market Division(f) 1997 11.85 12.24 0
1996 11.46 11.85 0
1995 11.02 11.46 0
1994 10.72 11.02 12
1993 10.50 10.72 0
1992 10.33 10.50 0
Fidelity Equity-Income Division 1997 23.99 30.45 2,476
1996 21.19 23.99 1,775
1995 15.84 21.19 1,200
1994 15.02 15.84 513
1993 12.83 15.02 195
1992 11.75(e) 12.83 27
Fidelity Growth Division 1997 23.95 29.30 2,249
1996 21.08 23.95 1,757
1995 15.72 21.08 1,218
1994 15.87 15.72 641
1993 13.43 15.87 290
1992 12.05(e) 13.43 93
Fidelity Overseas Division 1997 16.08 17.77 647
1996 14.34 16.08 397
1995 13.20 14.34 197
1994 13.10 13.20 93
1993 9.63 13.10 27
1992 11.22(e) 9.63 4

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[Enlarge/Download Table]

Number of
Enhanced TSA, Enhanced Accumulation Accumulation Accumulation
Non-Qualified and Enhanced 403(a) Unit Value Unit Value Units End of Year
Preference Plus Contracts(a) Year Beginning of Year End of Year (in thousands)
--------------------------------- -------------- ----------------- ----------------- --------------

Fidelity Investment Grade Bond Division 1997 14.46 15.62 235
1996 14.15 14.46 165
1995 12.17 14.15 89
1994 12.77 12.17 24
1993 11.62 12.77 7
1992 10.99(e) 11.62 1
Fidelity Asset Manager Division 1997 17.52 20.94 1,346
1996 15.44 17.52 1,118
1995 13.32 15.44 1,066
1994 14.32 13.32 728
1993 11.94 14.32 292
1992 11.23(e) 11.94 81

In addition to the above mentioned Accumulation Units, there were cash
reserves of $14,503,548 as of December 31, 1997 applicable to Income Annuities
(including those not described in this Prospectus) receiving annuity payouts.

[CHART DEPICTING ENHANCED TSA, ENHANCED NON-QUALIFIED AND ENHANCED 403(a)
PREFERENCE PLUS CONTRACTS ENDING ACCUMULATION UNIT VALUES]

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[CHART DEPICTING ENHANCED TSA, ENHANCED NON-QUALIFIED AND ENHANCED 403 (a)
PREFERENCE PLUS CONTRACTS ENDING ACCUMULATION UNIT VALUES]

[Enlarge/Download Table]

Accumulation Accumulation
Unit Value Accumulation Units
Beginning of Unit Value End of Year
Financial Freedom Account Contracts Year Year End of Year (in thousands)
----------------------------------- ---- ------------- ----------- ------------

Income Division 1997 $30.13 $32.77 5
1996 29.36(g) 30.13 0
Diversified Division 1997 28.11 33.57 20
1996 24.78(g) 28.11 0
Stock Index Division 1997 21.18 27.72 799
1996 17.43 21.18 514
1995 12.86 17.43 310
1994 12.83 12.86 226
1993 11.82 12.83 150
1992 11.11 11.82 1,999
1991 10.00(c) 11.11 2,181
Growth Division 1997 47.19 60.00 32
1996 38.99(g) 47.19 0
Janus Mid Cap Division 1997 10.00(h) 12.72 52
Loomis Sayles High Yield Bond Division 1997 10.00(h) 10.53 8
Aggressive Growth Division 1997 35.98 38.02 14
1996 33.72(g) 35.98 3
T. Rowe Price Small Cap Growth Division 1997 10.00(h) 11.79 108
Scudder Global Equity Division 1997 10.00(h) 10.88 56
International Stock Division 1997 13.99 13.54 10
1996 14.38(g) 13.99 0
Calvert Social Balanced Division 1997 17.11 20.35 162
1996 15.34 17.11 120
1995 11.93 15.34 82
1994 12.45 11.93 56
1993 11.63 12.45 35
1992 10.91 11.63 22
1991 10.00(c) 10.91 0
Calvert Social Mid Cap Growth Division 1997 16.81 20.58 118
1996 15.80 16.81 108
1995 11.43 15.80 62
1994 12.81 11.43 44
1993 12.03 12.81 29
1992 10.67 12.03 16
1991 10.00(c) 10.67 0

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Fidelity Money Market Division 1997 11.85 12.24 81
1996 11.46 11.85 101
1995 11.02 11.46 41
1994 10.72 11.02 26
1993 10.50 10.72 19
1992 10.22 10.50 12
1991 10.00(c) 10.22 1,146
Fidelity Equity-Income Division 1997 23.99 30.45 906
1996 21.19 23.99 659
1995 15.84 21.19 445
1994 15.02 15.84 270
1993 12.83 15.02 165
1992 11.07 12.83 66
1991 10.00(c) 11.07 4
Fidelity Growth Division 1997 23.95 29.30 1,317
1996 21.08 23.95 1,058
1995 15.72 21.08 762
1994 15.87 15.72 508
1993 13.43 15.87 317
1992 12.40 13.43 136
1991 10.00(c) 12.40 30
Fidelity Overseas Division 1997 16.08 17.77 508
1996 14.34 16.08 365
1995 13.20 14.34 259
1994 13.10 13.20 197
1993 9.63 13.10 98
1992 10.89 9.63 24
1991 10.00(c) 10.89 4
Fidelity Investment Grade Bond Division 1997 14.46 15.62 170
1996 14.15 14.46 133
1995 12.17 14.15 115
1994 12.77 12.17 72
1993 11.62 12.77 46
1992 11.00 11.62 25
1991 10.00(c) 11.00 2
Fidelity Asset Manager Division 1997 17.52 20.94 816
1996 15.44 17.52 742
1995 13.32 15.44 600
1994 14.32 13.32 511
1993 11.94 14.32 309
1992 10.78 11.94 111
1991 10.00(c) 10.78 12

In addition to the above mentioned Accumulation Units, there were cash
reserves of $14,503,548 as of December 31, 1997 applicable to Income Annuities
(including those not described in this Prospectus) receiving annuity payouts.

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---------------
(a) Not all investment divisions are offered under the various Enhanced
Preference Plus Contracts. See "Your Investment Choices," page FFA-17
(b) Inception Date July 2, 1990.
(c) Inception Date July 1, 1991. Sales commenced for Enhanced Non-Qualified
Preference Plus Contracts for (S)451(e)(11) severance and death benefit
plans in 1991.
(d) Inception Date May 1, 1991.
(e) Inception Date may 1, 1992.
(f) No longer offered under the Enhanced Preference Plus Contracts.
(g) Inception Date May 1, 1996.
(h) Inception Date March 3, 1997.

[CHART DEPICTING FINANCIAL FREEDOM ACCOUNT CONTRACTS ENDING ACCUMULATION UNIT
VALUES FOR INCOME, DIVERSIFIED, STOCK INDEX, GROWTH, JANUS MID CAP, LOOMIS
SAYLES HIGH YIELD BOND, AGGRESSIVE GROWTH, T. ROWE PRICE SMALL CAP GROWTH,
SCUDDER GLOBAL EQUITY AND INTERNATIONAL STOCK DIVISIONS]

[CHART DEPICTING FINANCIAL FREEDOM ACCOUNT CONTRACTS ENDING ACCUMULATION UNIT
VALUES FOR CALVERT SOCIAL BALANCED, CALVERT SOCIAL MID CAP GROWTH, FIDELITY
MONEY MARKET, FIDELITY EQUITY -- INCOME, FIDELITY GROWTH, FIDELITY OVERSEAS,
FIDELITY INVESTMENT GRADE BOND AND FIDELITY ASSET MANAGER DIVISIONS]

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from MetLife.

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...............................................................
OUR COMPANY AND THE SEPARATE ACCOUNT
................................................................................

WHO IS METLIFE?

WHAT IS THE SEPARATE ACCOUNT?

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SECTION I: THE DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS

..............................................................
WHAT ARE THE CONTRACTS?

We offer many types of Contracts to meet your needs. These Contracts include
Tax Sheltered Annuities (TSAs) under (S)403(b) of the Internal Revenue Code
("Code"), Qualified Annuity Plans (403(a)) under (S)403(a), Tax Deferred
Annuities (Non-Qualified) under (S)72, Individual Retirement Annuities (IRAs)
under (S)408(b), Public Employee Deferred Compensation (PEDC) under (S)457, Tax
Deferred Annuities (Non-Qualified) under (S)72 for (S)457(f) deferred
compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans, (S)457(e)(11) severance and death benefit plans, and Tax
Deferred Annuities (Non-Qualified) under (S)72 for (S)415(m) qualified
governmental excess benefit arrangements. These are group Contracts offered to
an employer, association, trust or other group for its employees, members,
participants or independent contractors or employees of the grantor of the
trust. These Contracts may be issued to a bank that does nothing but hold them
as contractholder. Enhanced Non-Qualified Contracts for (S)457(e)(11) severance
and death benefit plans are no longer currently offered for purchase.

This Prospectus covers two categories of Contracts: certain Enhanced
Preference Plus Contracts and FFA Contracts (the latter being available only to
a limited number of TSA plans, (S)403(a) plans, (S)457(f) deferred compensation
plans, (S)451 deferred fee arrangements, (S)451 deferred compensation plans,
(S)457(e)(11) severance and death benefit plans and (S)415(m) qualified
governmental excess benefit arrangements). Make sure you read the descriptions
that apply to your Contract. The Contracts have a reduced general
administrative expenses and mortality and expense risk charge as a result of
reduced administration expenses. Differences between the Contracts include what
investment choices are available, what rights you have to withdraw or transfer
money, and a number of other features.

The following sections of this Prospectus will describe in more detail the
investment options, minimum and maximum purchase payments, how the value of
your Contract is determined, withdrawal and transfer rights, death benefits,
charges and expenses, income options and many other important features. It will
occasionally refer to the Fixed Interest Account. However, this Prospectus does
not describe that account.

MAY THE CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the Contract
may provide that all or some of your rights as described in this Prospectus are
subject to the terms of the plan. You should consult the plan document to
determine whether there are any provisions under your plan that may limit or
affect the exercise of your rights under the Contract. Rights that may be
affected include those concerning purchase payments, withdrawals, transfers,
the death benefit and income annuity types. For example, if part of your
Account Balance represents non-vested employer contributions, you may not be
permitted to withdraw these amounts and the early withdrawal charge
calculations may not include all or part of the employer contributions. The
Contract may provide that a plan administrative fee will be paid by making a
withdrawal from your Account Balance. The Contract may require that you or your
beneficiary obtain a signed authorization from your employer or plan
administrator to exercise certain rights. Your Contract will indicate under
which circumstances this is the case. We may rely on your employer's or plan
administrator's statements to us as to the terms of the plan or your
entitlement to any amounts. We will not be responsible for determining what
your plan says.

YOUR INVESTMENT CHOICES
................................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments for the Enhanced Preference Plus Contracts are
the Income, Diversified, Growth, Aggressive Growth, Stock Index, International
Stock, Calvert Social Balanced, Calvert Social Mid Cap Growth, Loomis Sayles
High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth, and Scudder
Global Equity Divisions. In some cases, the Fidelity Equity-Income, Growth,
Overseas, Investment Grade Bond and Asset Manager Divisions are also available
for the Enhanced Preference Plus Contracts. Divisions available for the FFA
Contracts are the Stock Index, Loomis Sayles High Yield Bond, Janus Mid Cap, T.
Rowe Price Small Cap Growth, and Scudder Global Equity Divisions and both
Calvert Divisions and the five Fidelity Divisions. In some cases, the Income,
Diversified, Growth, Aggressive Growth and International Stock Divisions and
the Fidelity Money Market Division are also available for the FFA Contracts.
Your employer, association or group may have limited the number of available
divisions. Your Contract will

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...............................................................
indicate the divisions available to you when we issued it. We may add or
eliminate divisions for some or all persons.

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund, the Calvert
Variable Series, Inc., and the Fidelity VIP and VIPII Funds as shown on page
1. All dividends declared by any of the portfolios are earned by the Separate
Account and reinvested. Therefore, no dividends are distributed under the
Contracts. No sales or redemption charges apply to our purchase or sale
through the Separate Account of these mutual fund shares. These mutual funds
are available only through the purchase of annuities and life insurance
policies and are never sold directly to the public. These mutual funds are
"series" types of funds registered with the Securities and Exchange Commission
as "open-end management investment companies" under the 1940 Act. Except for
the Janus Mid Cap, Calvert Social Balanced and Calvert Social Mid Cap Growth
Portfolios, each fund is "diversified" under the 1940 Act. Each division
invests in shares of a comparably named portfolio.

A summary of the investment objectives of the currently available portfolios
is as follows:

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

State Street Research International Stock Portfolio: To achieve long-term
growth of capital by investing primarily in common stocks and equity-related
securities of non-United States companies.

Calvert Social Mid Cap Growth Portfolio: To achieve long-term capital
appreciation by investing primarily in a non-diversified portfolio of equity
securities of mid-sized companies.

Fidelity's VIP Money Market Portfolio: To achieve as high a level of current
income as is consistent with preserving capital and providing liquidity.

Fidelity's VIP Equity-Income Portfolio: To achieve reasonable income by
investing primarily in income-producing equity securities.

Fidelity's VIP Growth Portfolio: To achieve capital appreciation.

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.............................

Fidelity's VIP Overseas Portfolio: To achieve long-term growth of capital
primarily through investments in foreign securities.

Fidelity's VIPII Investment Grade Bond Portfolio: To achieve as high a level of
current income as is consistent with the preservation of capital by investing
in a broad range of investment-grade fixed-income securities.

Fidelity's VIPII Asset Manager Portfolio: To achieve high total return with
reduced risk over the long-term by allocating its assets among domestic and
foreign stocks, bonds and short-term money market instruments.

Each of the currently available Metropolitan Fund Portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee. For
providing investment management services to the State Street Research Growth
Portfolio, we receive monthly compensation from the Portfolio at an annual rate
of .55% of the average daily value of the aggregate net assets of the Portfolio
up to $500 million, .50% of such assets on the next $500 million and .45% of
such assets on amounts over $1 billion. For providing investment management
services to the State Street Research Income Portfolio, we receive monthly
compensation from the Portfolio at an annual rate of .35% of the average daily
value of the aggregate net assets up to $250 million, .30% of such assets on
the next $250 million and .25% of such assets on amounts over $500 million. For
providing investment management services to the State Street Research
Diversified Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .50% of the average daily value of the aggregate net assets of
the Portfolio up to $500 million, .45% of such assets on the next $500 million
and .40% of such assets on amounts over $1 billion. For providing investment
management services to the State Street Research International Stock Portfolio
and the State Street Research Aggressive Growth Portfolio, we receive monthly
compensation at an annual rate of .75% of the average daily value of the
aggregate net assets of each such Portfolio up to $500 million, .70% of such
assets on the next $500 million and .65% of such assets on amounts over $1
billion. We pay State Street Research & Management Company, one of our
subsidiaries, to provide us with sub-investment management services for the
State Street Research Growth, State Street Research Income, State Street
Research Diversified, State Street Research Aggressive Growth and State Street
Research International Stock Portfolios.

For providing investment management services to the Loomis Sayles High Yield
Bond Portfolio, we receive monthly compensation from the Portfolio at an annual
rate of .70% of the average daily value of the aggregate net assets of the
Portfolio. Loomis, Sayles & Company, L.P., whose general partner is indirectly
owned by MetLife, is the sub-investment manager with respect to the Loomis
Sayles High Yield Bond Portfolio. For providing investment management services
to the Janus Mid Cap Portfolio, we receive monthly compensation from the
Portfolio at an annual rate of .75% of the average daily value of the aggregate
net assets of the Portfolio up to $100 million, .70% of such assets on the next
$400 million and .65% of such assets on amounts in excess of $500 million.
Janus Capital Corporation is the sub-investment manager for the Janus Mid Cap
Portfolio. For providing investment management services to the T. Rowe Price
Small Cap Growth Portfolio, we receive monthly compensation from the Portfolio
at an annual rate of .55% of the average daily value of the aggregate net
assets of the Portfolio up to $100 million, .50% of such assets on the next
$300 million and .45% of such assets in excess of $400 million. T. Rowe Price
Associates, Inc. is the sub-investment manager for the T. Rowe Price Small Cap
Growth Portfolio.

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performance of the Calvert Social Balanced Portfolio exceeds or trails the
Lipper Balanced Funds Index as follows:

[Download Table]

PERFORMANCE PERFORMANCE
VERSUS THE FEE
LIPPER BALANCED FUNDS INDEX ADJUSTMENT
--------------------------- -----------

at least 6%, but less than 12%...................................... .05%
at least 12%, but less than 18%..................................... .10%
more than 18%....................................................... .15%

The Calvert Social Mid Cap Growth Portfolio pays Calvert, the Calvert Social
Mid Cap Growth Portfolio's investment advisor, a monthly investment advisory
fee equivalent to an annual rate of .80% of the Portfolio's average daily net
assets. In addition, the Calvert Social Mid Cap Growth Portfolio will pay
Calvert a performance fee adjustment based on the extent to which performance
of the Calvert Social Mid Cap Growth Portfolio exceeds or trails the Standard
& Poor's 400 Mid-Cap Index (S&P 400 Mid-Cap Index) as follows:

[Download Table]

PERFORMANCE
PERFORMANCE VERSUS THE FEE
S&P 400 MID-CAP INDEX ADJUSTMENT
---------------------- -----------

less than 10%....................................................... 0.00%
at least 10%, but less than 25%..................................... 0.01%
at least 25%, but less than 40%..................................... 0.03%
40% or more......................................................... 0.05%

Calvert pays sub-investment advisory fees to Brown Capital Management, Inc.
consisting of a base fee and a performance fee adjustment based on the extent
to which performance of the Calvert Social Mid Cap Growth Portfolio exceeds or
trails the S&P 400 Mid-Cap Index. These fees are solely the responsibility of
Calvert, not the Calvert Social Mid Cap Growth Portfolio.

Fidelity's VIP Equity-Income, VIP Growth, VIP Overseas and VIPII Asset
Manager Portfolios pay FMR an investment management fee which is the sum of a
group fee rate based on the monthly average net assets of all the mutual funds
advised by FMR (this rate cannot rise above .52%, and it drops as total assets
under management increase) and an individual fee of .20% for Fidelity's VIP
Equity-Income Portfolio, .30% for Fidelity's VIP Growth Portfolio, .45% for
Fidelity's VIP Overseas Portfolio and 25% for Fidelity's VIPII Asset Manager
Portfolio of the average net assets throughout the month. FMR pays sub-
investment management fees to Fidelity Management & Research (U.K.) Inc. and
Fidelity Management & Research (Far East) Inc. for Fidelity's VIP Overseas and
VIPII Asset Manager Portfolios and to Fidelity International Investment
Advisors for Fidelity's VIP Overseas Portfolio, but these fees are the sole
responsibility of FMR, not the Fidelity VIP or VIPII Funds. Fidelity's VIP
Money Market Portfolio and VIPII Investment Grade Bond Portfolio pay FMR an
investment management fee which is also the sum of a group fee rate based on
the monthly average net assets of all the mutual funds advised by FMR and an
individual rate. The group fee cannot rise above .37% and it drops as total
assets under management increase, and the individual rate is .03% and .30%, of
Fidelity's VIP Money Market and VIPII Investment Grade Bond Portfolios'
average net assets throughout the month, respectively. In addition to the sum
of the group and individual fee rates, Fidelity's VIP Money Market Portfolio's
fee may be affected by an income component. If the portfolio's gross yield is
5% or less, the sum of the group and individual fee rate is the management
fee. The income-based component is added to the basic fee only when the
portfolio's yield is greater than 5%. The income-based fee is 6% of that
portion of the portfolio's yield that represents a gross yield of more than 5%
per year. The maximum income-based component is .24%. FMR pays a sub-
investment management fee to Fidelity Investments Money Management, Inc.
(formerly FMR Texas) Inc. for Fidelity's VIP Money Market Portfolio, but these
fees are the sole responsibility of FMR, not the Fidelity VIP or VIPII Funds.

The Metropolitan Fund, the Calvert Social Balanced Portfolio, Calvert Social
Mid Cap Growth Portfolio and the Fidelity VIP and VIPII Funds are more fully
described in their respective prospectuses and the Statements of Additional
Information that the prospectuses refer to. The Metropolitan Fund's prospectus
is attached at the end of this prospectus. The Calvert Social Balanced
Portfolio, Calvert Social Mid Cap Growth Portfolio and Fidelity VIP and VIPII
Funds' prospectuses are given out separately to those investors to whom these
investment choices are offered. The Statements of Additional Information are
available upon request.

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Fund and the risks related to that arrangement. See "Purchase and Redemptions
of Shares," in the prospectuses for the Calvert Social Balanced Portfolio and
Calvert Social Mid Cap Growth Portfolio and "The Fund and the Fidelity
Organization" in the prospectus for the Fidelity VIP and VIPII Funds for a
discussion of the different separate accounts of the various insurance
companies that invest in these funds and the risks related to those
arrangements.

PURCHASE PAYMENTS
...............................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Yes. All purchase payments and all requests you may have concerning the
Contracts, like a change in beneficiary, should be sent to one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses of
these Offices. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have a purchase payment credited to
you, we must receive it and completed documentation. We will provide the
appropriate forms. Your employer or the group in which you are a participant
or member must also identify you to us on their reports to us and tell us how
your purchase payments should be allocated among the investment divisions and
the Fixed Interest Account.

Your first purchase payment is normally credited to you within two days of
receipt at our Designated Office. However, if you fill out our forms
incorrectly or incompletely or other documentation is not completed properly,
we have up to five business days to credit the payment. If the problem cannot
be resolved by the fifth business day, we will notify you and give you the
reasons for the delay. At that time, you will be asked whether you agree to
let us keep the purchase payment until the problem is remedied. If you do not
agree or we cannot reach you by the fifth business day, your purchase payment
will be returned immediately.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There are no minimum purchase payments except for the Enhanced Non-Qualified
Preference Plus Contract for (S)457(f), deferred compensation plans, (S)451
deferred fee arrangements, (S)451 deferred compensation plans and
(S)457(e)(11) severance and death benefit plans. Under this Contract, we may
require each purchase payment to be at least $2,000, and total purchase
payments must be at least $15,000 for the first contract year. (Depending on
underwriting and plan requirements, the first Contract Year is the initial
three to fifteen month period the Contract is in force; thereafter, it is each
subsequent twelve month period.) During subsequent Contract Years, we may
require that purchase payments made under this Contract must be at least
$5,000.

We may reject purchase payments over $500,000. Your purchase payments may
also be limited by the Federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

You decide how a purchase payment is allocated among the Fixed Interest
Account and the investment divisions of the Separate Account available to your
Contract. Allocation changes for new purchase payments will be made upon our
receipt of your notification of changes. You may also specify a day, as long
as it is within 30 days after we receive the request.

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the Federal tax laws. We may limit your
ability to make purchase payments after you have made a withdrawal based on
termination of employment. No additional purchase payments may be made after
commencement of a systematic termination (from both the Fixed Interest and
Separate Accounts), described below, until we receive written notice that you
request cancellation of the systematic termination.

In order to comply with regulatory requirements in the Oregon, we may limit
the ability of an Oregon resident to make purchase payments (1) after the
Contract has been held for more than three years, if the Contract was issued
after age 60 or (2) after age 63, if the Contract was issued before age 61.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
...............................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units." When you make purchase payments or transfers into an
investment

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division, you are credited with accumulation units. When you request a
withdrawal or a transfer of money from an investment division, accumulation
units are liquidated. In either case, the number of accumulation units you
gain or lose is determined by taking the amount of the purchase payment,
transfer or withdrawal and dividing it by the value of an accumulation unit on
the date the transaction occurs. For example, if an accumulation unit is
$10.00 and a $500 purchase payment is made, the number of accumulation units
credited is 50 ($500 divided by $10 = 50). We calculate accumulation units
separately for each investment division of the Separate Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

We calculate accumulation unit values once a day on every day the New York
Stock Exchange is open for trading. We call the time between the two
consecutive accumulation unit value calculations the "Valuation Period." We
have the right to change the basis for the Valuation Period, on 30 days'
notice, as long as it is consistent with the law. All purchase payments,
transfers and withdrawals are valued as of the end of the Valuation Period
during which the transaction occurred. The accumulation unit values can
increase or decrease, based on the investment performance of the corresponding
underlying portfolios. If the investment performance is positive, after
payment of Separate Account expenses, accumulation unit values will go up.
Conversely, if the investment performance is negative, after payment of
Separate Account expenses, accumulation unit values will go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation
Period to Valuation Period to reflect the upward or downward performance of
the assets in the underlying portfolios. The experience factor is calculated
as of the end of each Valuation Period using the net asset value per share of
the underlying portfolio. The net asset value includes the per share amount of
any dividend or capital gain distribution paid by the portfolio during the
current Valuation Period, and subtracts any per share charges for taxes and
reserve for taxes. We then divide that amount by the net asset value per share
as of the end of the last Valuation Period to obtain a factor that reflects
investment performance. We then subtract a charge not to exceed .000025905
(the daily equivalent of an effective annual rate of .95%) for the Contracts
for each day in the Valuation Period. This charge is to cover the general
administrative expenses and the mortality and expense risk we assume under the
Contracts.

To calculate an accumulation unit value we multiply the experience factor
for the Valuation Period by the last previously calculated accumulation unit
value. For example, if the last previously calculated accumulation unit value
is $12.00 and the experience factor for the period was 1.05, the new
accumulation unit value is $12.60 ($12.00 X 1.05 = $.60; $.60 + $12.00 =
$12.60). On the other hand, if the last previously calculated accumulation
unit value is $12.00 and the experience factor for the period was .95, the new
accumulation unit value is $11.40 ($12.00 x .95).

WITHDRAWALS AND TRANSFERS
...............................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Contract or transfer it from one investment division to another or to the
Fixed Interest Account. Some restrictions may apply to transfers from the
Fixed Interest Account to the Separate Account.

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of transfers. Your request must tell us the
percentage or dollar amount to be withdrawn or transferred and we may require
that this request be made on the form we provide for this purpose. If we
agree, you may also submit an authorization directing us to make transfers on
a continuing periodic basis from one investment division to another or to the
Fixed Interest Account. We may require that you maintain a minimum account
balance in investment divisions from which amounts are transferred based upon
an authorization.

WHEN WILL WITHDRAWALS OR TRANSFERS BE PROCESSED?

Generally, we will process withdrawals or transfers as of the end of the
Valuation Period during which we receive your request at our Designated
Office. We will make it as of a later date if you request. If you die before
the requested date, we will cancel the request and pay the death benefit
instead. If the withdrawal is made to provide income payments, it will be made
as of the end of the Valuation Period ending most recently before the date the
income annuity is purchased.

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

WHAT RESTRICTIONS APPLY TO TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS?

If you are a participant in the Texas Optional Retirement Program, Texas law
permits us to make

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withdrawals on your behalf only if you die, retire or terminate employment in
all Texas institutions of higher education, as defined under Texas law. Any
withdrawal requires a written statement from the appropriate Texas institution
of higher education verifying your vesting status and (if applicable)
termination of employment, as well as a written statement from you that you
are not transferring employment to another Texas institution of higher
education. If you retire or terminate employment in all Texas institutions of
higher education or die before being vested, amounts provided by the state's
matching contribution will be refunded to the appropriate Texas institution.
We may change these restrictions or add others without your consent to the
extent necessary to maintain compliance with applicable law.

WHAT RESTRICTIONS APPLY TO TSA CONTRACTS?

As required by the Code, withdrawals from the contracts before age 59 1/2
are generally prohibited. See "Taxes--TSA Contracts" at page FFA-41.

CAN YOU MAKE CHANGES BY TELEPHONE?

Yes. You can request transfers, change your allocation of future investments
and make changes to transfers made on a continuing periodic basis from one
investment division to another or to and from the Fixed Interest Account by
telephone unless prohibited by state law. If we agree and you complete the
form we supply, you may also authorize your sales representative to request
transfers, change your allocation of future investments and make changes to
transfers made on a continuing periodic basis from one investment division to
another or to and from the Fixed Interest Account on your behalf by telephone.
Whether you or your sales representative make such requests by telephone, you
are authorizing us to act upon the telephone instructions of any person
purporting to be you or, if applicable, your sales representative, assuming
our procedures have been followed, to make these requests which affect both
your Fixed Interest and Separate Account Balances. We have instituted
reasonable procedures to confirm that any instructions communicated by
telephone are genuine. All telephone calls making such requests will be
recorded. You (or the sales representative) will be asked to produce your
personalized data prior to our initiating any transfer requests by telephone.
Additionally, as with other transactions, you will receive a written
confirmation of your transaction. Neither we nor the Separate Account will be
liable for any loss, expense or cost arising out of any requests that we or
the Separate Account reasonably believe to be genuine. In the unlikely event
that you have trouble reaching us, requests should be made to the Designated
Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for certain Enhanced TSA
and IRA Preference Plus Contracts, you may request us to make "automatic"
withdrawals for you on a periodic basis through our Systematic Withdrawal
Income Program ("SWIP"). SWIP payments are not payments made under an income
option or under an Income Annuity, as described later in this Prospectus. You
must have separated from service to elect SWIP if you are under age 59 1/2
under an Enhanced TSA Preference Plus Contract. Also, you may not receive SWIP
payments if you have an outstanding loan. You may choose to receive SWIP
payments for either a specific dollar amount or a percentage of your Account
Balance. For an Enhanced TSA Contract, in the year in which you initiate SWIP
payments, the amount or percentage you elect to receive is divided by the
number of months remaining in your Contract Year. Thereafter, the SWIP payment
will be based on a complete Contract Year. Each SWIP payment must be at least
$50. You should allow approximately 10 business days for processing your
request. If we do not receive the request at least 10 business days in advance
of the SWIP payment start date, we will process your first SWIP payment the
following month. If you do not specify a payment date, payments will commence
30 days from the date we receive your request. If you have an Enhanced IRA
Contract, the date of the first SWIP payment is your SWIP anniversary date.
Requests to commence SWIP payments may not be made by telephone. Changes to
the specified dollar amount or percentage or to alter the timing of payments
may be made once a year. The change will be effective for the first SWIP
payment for the following Contract Year for Enhanced TSA Contracts or your
SWIP anniversary date for Enhanced IRA Contracts. Requests for such changes
must be made at least 30 days prior to your Contract Year anniversary date for
Enhanced TSA Contracts or the SWIP anniversary date for Enhanced IRA
Contracts. You may cancel your SWIP request at any time by telephone or by
writing us at the Designated Office.

FROM WHICH INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Each SWIP payment will be taken on a pro rata basis from the Fixed Interest
Account and investment division of the Separate Account in which you then have
money. If your Account Balance is insufficient to make a requested SWIP
payment, the remaining Account Balance will be paid to you. On or about July
1, 1998, you will be able to select the percentage to be withdrawn from the
investment divisions and/or Fixed Interest Account based on your preference.
If you do not specify percentages or if there are insufficient amounts in one
or more of your selected investment divisions or the Fixed Interest Account,
then your SWIP payment will automatically be taken on a pro rata basis from
the Fixed
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interest Account and investment divisions in which you then have money.

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments are within the applicable Free Corridor percentage, no SWIP
payment will be subject to an early withdrawal charge. SWIP payments in excess
of the applicable free corridor percentage will be subject to an early
withdrawal charge unless the payments are from other amounts to which an early
withdrawal charge no longer applies. See "Exemptions from Early Withdrawal
Charges," pages FFA-27-29.

SWIP payments are treated as withdrawals for Federal income tax purposes. All
or a portion of the amounts withdrawn under SWIP will be subject to Federal
income tax. If you are under age 59 1/2, tax penalties may apply. See "Taxes,"
pages FFA 40-49.

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

Yes. Rather than receiving your minimum distribution in one annual payment,
you may request that we make minimum distribution payments to you on a periodic
basis. However, you may be required to meet certain total Account Balance
minimums at the time you request periodic minimum distribution payments.

DEDUCTIONS AND CHARGES
................................................................................

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges. (There is a $20 annual
Contract fee imposed on certain Fixed Interest Account balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Contract
purchasers and participants may live for a longer period of time than we
estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay for
allocated Contracts will be larger than the Account Balance. The expense risk
portion of the mortality and expense risk charge is that our expenses in
administering the Contracts will be greater than we estimated.

These charges do not reduce the number of accumulation units credited to you.
These charges are calculated and paid every time we calculate the value of
accumulation units. (See "How is an accumulation unit value calculated?" on
FFA-24.)

As a result of reduced administrative expenses associated with the Enhanced
Preference Plus and FFA Contracts, the sum of these charges on an annual basis
(computed and payable each Valuation Period) will not exceed .95% of the
average value of the assets in each investment division. Of this charge, we
estimate that .20% is for administrative expenses and .75% is for the mortality
and expense risk.

During 1997, these charges were $87,711,107 for all contracts in Separate
Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

Some jurisdictions tax what are called "annuity considerations." These may
include purchase payments, account balances and death benefits. In most
jurisdictions we currently do not deduct any money from purchase payments,
Account Balances or death benefits to pay these taxes. Our practice generally
is to deduct money to pay annuity taxes only when you purchase an income
annuity. In Mississippi, Wyoming, South Dakota, Kentucky and Washington, D.C.,
we may also deduct money to pay annuity taxes on lump sum withdrawals or when
you purchase an income annuity. We may deduct an amount to pay annuity taxes
sometime in the future since the laws and the interpretation of the laws
relating to annuities are subject to change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page FFA-51.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The early withdrawal charge reimburses us for our costs in selling the
Contracts. We may use any of our profits derived from the mortality and expense
risk charge to pay for any of our costs in selling the Contracts that exceed
the revenues generated by the early withdrawal charge. However, we believe that
our sales expenses may exceed revenues generated by the early withdrawal charge
and, in such event, we will pay such excess out of our surplus.

WHAT IS THE EARLY WITHDRAWAL CHARGE FOR THE ENHANCED TSA, ENHANCED 403(A),
ENHANCED NON-QUALIFIED, ENHANCED PEDC AND ENHANCED IRA PREFERENCE PLUS
CONTRACTS?

To determine the early withdrawal charge for the Enhanced TSA, Enhanced
403(a), Enhanced Non-

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Qualified, Enhanced PEDC and Enhanced IRA Preference Plus Contracts, we treat
your Fixed Interest Account and Separate Account as if they were a single
account and ignore both your actual allocations and what account or investment
division the withdrawal is actually coming from. To do this, we first assume
that your withdrawal is from amounts (other than earnings) that can be
withdrawn without an early withdrawal charge, then from other amounts (other
than earnings) and then from earnings, each on a "first-in-first-out" basis.
Once we have determined the amount of the early withdrawal charge, we will
actually withdraw it from each investment division in the same proportion as
the withdrawal is being made. In determining what the withdrawal charge is, we
do not include earnings, although the actual withdrawal to pay it may come from
earnings.

For the Enhanced TSA, Enhanced 403(a), Enhanced Non-Qualified, Enhanced IRA
Preference Plus and Enhanced PEDC Contracts, withdrawal charges are imposed on
amounts (other than earnings) for the first seven years after the purchase
payment is received as shown in the following table:

DURING PURCHASE PAYMENT YEAR

[Download Table]

[8 &
1 2 3 4 5 6 7 BEYOND]

7% 6% 5% 4% 3% 2% 1% 0%

As required by the Federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. When no allocations or
transfers are made to the Separate Account except in connection with the Equity
Generator SM investment strategy, withdrawal charges will be calculated as
described above, but the charge imposed will not exceed earnings.

As a result of the reduced sales costs associated with certain Enhanced
Preference Plus Contracts, no early withdrawal charges are deducted for
withdrawals under those Contracts.

WHAT IS THE EARLY WITHDRAWAL CHARGE FOR THE ENHANCED NON-QUALIFIED PREFERENCE
PLUS CONTRACTS FOR (S)457(F) DEFERRED COMPENSATION PLANS, (S)451 DEFERRED FEE
ARRANGEMENTS, (S)451 DEFERRED COMPENSATION PLANS AND (S)457 (E)(11) SEVERANCE
AND DEATH BENEFIT PLANS AND FFA CONTRACTS?

No Separate Account early withdrawal charge will apply to these Enhanced Non-
Qualified Preference Plus and FFA Contracts.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
................................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS FROM THE ENHANCED TSA, ENHANCED 403(A),
ENHANCED NON-QUALIFIED, ENHANCED PEDC AND ENHANCED IRA PREFERENCE PLUS
CONTRACTS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. The amount withdrawn may be subject to Federal income
tax and tax penalties may still apply, see "Taxes," pages FFA 40-49. We may
require proof satisfactory to us that any necessary conditions have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

(a) For certain Enhanced TSA Preference Plus Contracts: you can withdraw up
to 10% of your Account Balance during each Contract Year.

(b) For all other Contracts: you can withdraw up to 20% of your Account
Balance during each Contract Year.

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4. Free Look: You may cancel your Contract within 10 days (20 days in North
Dakota) after you receive it by telling us in writing. We will then refund all
of your purchase payments (however, for Enhanced TSA Preference Plus Contracts
issued in Minnesota, we will instead pay you your Account Balance). If you
purchased your Contract by mail, you may have more time to return your
Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

8. Systematic Termination: For all Contracts except certain Enhanced TSA,
Enhanced Non-Qualified and Enhanced IRA Preference Plus Contracts, a total
withdrawal ("Systematic Termination") that is paid in annual installments of
(1) 20% of your Account Balance upon receipt of your request (we will reduce
this first installment by the amount of any previous partial withdrawals
during the current Contract Year); (2) 25% of your then current Account
Balance one year later; (3) 33 1/3% of your then current Account Balance two
years later; (4) 50% of your then current Account Balance three years later;
and (5) the remainder four years later. You may cancel remaining payments
under a Systematic Termination at any time. However, if you again decide to
take a full withdrawal, the entire Systematic Termination process starts over.
If, after beginning a Systematic Termination, you decide to take your full
withdrawal in amounts exceeding the percentages allowed, the excess amount
withdrawn in any year is subject to the applicable withdrawal charges.

9. Disability: If you are totally disabled (as defined under the Federal
Social Security Act) and you request a total withdrawal.

10. Retirement:

(a) For certain Enhanced TSA Preference Plus Contracts, if you retire and
have at least ten years of uninterrupted Contract participation. This
exemption to the early withdrawal charge for these Enhanced TSA Preference
Plus Contracts does not apply to withdrawals of amounts transferred into the
Contract from other investment vehicles on a tax-free basis (plus earnings
on such amounts.)

(b) For certain Enhanced TSA, certain Enhanced PEDC and 403(a) Preference
Plus Contracts, if you retire and have at least ten years of uninterrupted
Contract participation unless the plan defines retirement and you retire
under such definition.

11. Separation from Service: For all Contracts except certain Enhanced TSA,
Enhanced Non-Qualified and Enhanced IRA Preference Plus Contracts, if your
employment terminates.

12. Plan Termination: For all Contracts except certain Enhanced TSA,
Enhanced Non-Qualified and Enhanced IRA Preference Plus Contracts, if your
plan terminates and the withdrawal is rolled over into another annuity
contract we issue.

13. Hardship: For all Contracts except certain Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified and Enhanced IRA Preference Plus Contracts, if
your plan provides for payment on account of hardship, and you suffer an
unforseen hardship. For certain Enhanced TSA Preference Plus Contracts, you
must suffer an unforseen hardship.

14. Pre-Approved Investment Vehicles: For all Contracts except certain
Enhanced TSA, Enhanced Non-Qualified and Enhanced IRA Preference Plus
Contracts, if you make direct transfers to other investment vehicles we have
pre-approved.

15. Pre-Approved Plan Provision: For all Contracts except certain Enhanced
TSA, Enhanced Non-Qualified, Enhanced PEDC and Enhanced IRA Preference Plus
Contracts, if you make a withdrawal pursuant to a provision of your plan we
have pre-approved.

16. Transfer from other MetLife Contracts: (A) For transfers prior to
January 1, 1996: If you have rolled over amounts from other MetLife contracts
we designate, of the following two formulas we will apply the one that is most
favorable to you:

(2) subject the rolled over amounts to a withdrawal charge determined as
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

[Download Table]

[6 &
1 2 3 4 5 BEYOND]

5% 4% 3% 2% 1% 0

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(B) For transfers commencing on or after January 1, 1996:

(1) if you roll over amounts from other MetLife contracts we designate that
have been in force at least two years (except as covered in (2) below), we
will apply the one of the following two formulas that is more favorable to
you: (a) the same withdrawal charge schedule that would have applied to the
rollover amounts had they remained in your other MetLife contracts, however,
any exceptions or reductions to the basic withdrawal charge percentage that
this Contract does not provide for (such as a 0% charge at the end of an
interest rate guarantee period or a 3% charge at the third anniversary) will
not apply; or (b) subject the rollover amounts to a withdrawal charge
determined as described above in "What is the early withdrawal charge (sales
load)?" as follows:

DURING PURCHASE PAYMENT YEAR

[Download Table]

6 &
1 2 3 4 5 BEYOND

5% 4% 3% 2% 1% 0%

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

DEATH BENEFIT
...............................................................................

WHAT IS THE DEATH BENEFIT?

The death benefit is the greatest of (i) your Account Balance, (ii) your
highest Account Balance as of the December 31 of any fifth Contract
anniversary less any later partial withdrawals and any later annual Contract
charges withdrawn from the Fixed Interest Account and (iii) the total of all
of your purchase payments less any partial withdrawals, in all cases less any
outstanding loan balance under your Fixed Interest Account. There is no death
benefit for the Enhanced Non-Qualified Preference Plus Contract for (S)457 (f)
deferred compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans and (S)457 (e)(11) severance and death benefit plans.

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

You name the beneficiary under the Enhanced TSA, Enhanced 403(a), Enhanced
Non-Qualified and Enhanced IRA Preference Plus and TSA and 403(a) FFA
Contracts. The amounts due at death are paid to the trustee of the (S)457(f)
deferred compensation plan, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans or (S)457(e)(11) severance and death benefit plans. The
death benefit is paid to the trustee under the Non-Qualified FFA Contract for
(S)415(m) qualified governmental excess benefit arrangements, and to the
participant's employer or a trustee under the PEDC Contract.

The payee may take a lump sum cash payment or apply the death benefit (less
any applicable annuity taxes) to an income annuity from the types available
under your Contract.

INCOME OPTIONS
...............................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your total Account Balance and
apply that money (less any annuity taxes that must be paid) to an income
annuity.

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis. Non-life contingent annuities are available for
various payout periods.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

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WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

Both fixed and variable income options are available. Under a fixed income
option, we guarantee a specified, fixed payment, which will depend on the
income option chosen, the age and sex of the annuitant and joint annuitant, if
applicable, (except where unisex rates are required by law) and the portion of
your Account Balance used to provide the fixed income option. If a currently
issued immediate annuity of the same type will provide greater income
payments, the immediate annuity rate will be used.

If you do not select an income option by the date the Contract specifies,
you have not withdrawn your entire Account Balance, and your Contract was not
issued under a retirement plan, you will be issued a life annuity with a ten
(10) year guarantee. In that case, if you do not tell us otherwise, your Fixed
Interest Account Balance will be used to provide a fixed income option and
your Separate Account Balance will be used to provide a variable income
option.

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SECTION II: INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
..............................................................

WHAT ARE INCOME ANNUITIES?

Income Annuities provide you with a series of payments for either a period
of time or life that are based upon the investment performance of the
investment division of the Separate Account. The amount of the payment will
fluctuate and is not guaranteed as to a specified amount. You may elect to
have a portion of your income payment under the fixed income option that is
guaranteed by MetLife's general account. That portion of the payment from the
fixed income option will not fluctuate and is fixed. You may purchase an
Income Annuity even if you did not have a Contract during the accumulation
period.

Income Annuities can be offered as group Enhanced TSA, Enhanced Non-
Qualified, Enhanced 403(a), Enhanced PEDC and Enhanced IRA Preference Plus and
Financial Freedom Income Annuities. The Enhanced Non-Qualified Income Annuity
for (S)457(e)(11) severance and death benefit plans is no longer currently
offered for purchase.

MAY THE INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

WHAT ARE THE INVESTMENT CHOICES?

The investment choices provided through the Separate Account are the Income,
Diversified, Stock Index, Growth, Aggressive Growth, International Stock,
Calvert Social Balanced, Calvert Social Mid Cap Growth Divisions, and, if
approved in your state, Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe
Price Small Cap Growth and Scudder Global Equity Divisions. In some cases, the
Fidelity Equity-Income, Growth, Overseas, Investment Grade Bond and Asset
Manager Divisions are also available for the Enhanced Preference Plus Income
Annuities. Divisions available for the FFA Income Annuities are the Stock
Index Division, both Calvert Divisions and the five Fidelity Divisions. In
some cases the Income, Diversified, Growth, Aggressive Growth and
International Stock Divisions, the Fidelity Money Market Division and, if
approved in your state, Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe
Price Small Cap Growth and Scudder Global Equity Divisions, are also available
for the FFA Contracts. All divisions are described earlier in Section I under
"Your Investment Choices." If you are covered under a group Income Annuity,
your employer, association or group may have limited the number of available
divisions. Your Income Annuity will indicate which divisions were available to
you when we issued it. We may add or eliminate divisions for some or all
persons. In some states, you may be limited to four investment divisions to
provide the variable income payment or up to three investment divisions if a
fixed income option is also selected.

ADMINISTRATION
...............................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Income Annuities should be
sent to our Designated Office. We will provide you with the address for this
Office. All checks should be payable to "MetLife." You can also make certain
requests by telephone. In order to have a purchase payment for the Income
Annuity credited to you, we must receive your payment and complete
documentation. We will provide the appropriate forms. Your employer or the
group in which you are an annuitant or member must also identify you to us on
their reports and tell us how the purchase payment should be allocated among
the investment divisions and the fixed income option.

Your purchase payment is normally credited to you within two days of receipt
at our Designated office. However, if you fill out our forms incorrectly or
incompletely or other documentation is not completed properly, we have up to
five business days to credit the purchase payment. If the problem cannot be
resolved by the fifth business day, we will notify you and give you the
reasons for the delay. At that time, you will be asked whether you agree to
let us keep the purchase payment until the problem is remedied. If you do not
agree, your purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., Eastern time, on
the day we receive them at our Designated Office, except when they are
received (1) on a day when the annuity unit value (which will be discussed
later in this Prospectus) is not calculated or (2) after 4:00 p.m., Eastern
time. In those cases the payment will be effective the next day the annuity
unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

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HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Income Annuity.

DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
................................................................................

WHAT IS AN ANNUITY UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"annuity units." These annuity unit are similar to "accumulation units"
described earlier in Section I except that we deduct applicable annuity taxes
from the purchase payment before we determine the number of annuity units in
each investment division chosen.

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

We calculate the annuity unit values once a day on every day the New York
Stock Exchange is open for trading. We call the time between two consecutive
annuity unit value calculations the "Valuation Period." We have the right to
change the basis for the Valuation Period, on 30 days' notice, as long as it is
consistent with the law. All purchase payments and transfers are valued as of
the end of the Valuation Period during which the transaction occurred. The
annuity units values can increase or decrease, based on the investment
performance of the corresponding underlying portfolios. If the investment
performance is positive, after payment of Separate Account expenses and the
deduction for the assumed investment rate ("AIR"), discussed later in this
Prospectus, annuity unit values will go up. Conversely, if the investment
performance is negative, after payment of Separate Account expenses and the
deduction for the AIR, annuity unit values will go down.

When we determine the annuity unit value for an investment division, we use
the same "experience factor" as that derived for the calculation of
accumulation units as described in Section I.

To calculate an annuity unit value, we first multiply the experience factor
for the period by a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (The AIR may be in the range of 3% to 6% as defined in your Income
Annuity and the laws of your state.) The resulting number is then multiplied by
the last previously calculated annuity unit value to produce the new annuity
unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

TRANSFERS
................................................................................

CAN YOU MAKE TRANSFERS?

Yes. You can make transfers from one investment division to another or from
an investment division to a fixed income option as long as the total number of
investment divisions under your Income Annuity is no greater than four (or
three investment divisions if a fixed income option is chosen). You may make an
unlimited number of transfers. Your request must tell us the percentage to be
transferred. You may not make a transfer from the fixed income option to an
investment division.

WHEN WILL TRANSFERS BE PROCESSED?

Generally, we will process a transfer as of the end of the Valuation Period
during which we receive your request at our Designated Office. We will make it
as of a later date if you request. If you die before the requested date, we
will cancel the request and continue to make payments to your beneficiary under
a guarantee or a joint annuitant or pay your beneficiary a refund, if you have
chosen one of these variable income types.

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CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. If we agree and you complete the form we supply, you may also authorize
your sales representative to make transfer requests on your behalf by
telephone. All telephone transfers are subject to the same procedures and
limitations of liability as described earlier in Section I.

DEDUCTIONS AND CHARGES
................................................................................

WHAT IS THE CONTRACT FEE?

There is no contract fee under the Income Annuities.

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitants may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Income Annuity will be greater than we estimated.

The sum of these charges on an annual basis (computed and payable each
Valuation Period) will not exceed .95% of the average value of the assets in
each investment division. Of this charge, we estimate that .20% is for
administrative expense and .75% is for the mortality and expense risk.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

Yes. Some jurisdictions tax what are called "annuity considerations." We
deduct money to pay annuity taxes when you make a purchase payment. A chart
that shows the states where annuity taxes are charged and the amount of these
taxes is on page FFA-51.

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Your Lifetime Annuity --A variable income payable during the annuitant's
life.

Your Lifetime with a Guaranteed Period Annuity --A variable income payable
during the annuitant's life. If, at the death of the annuitant, payments have
been made for less than the guarantee period, payments are made to the owner of
the annuity (or the beneficiary if the owner dies before the end of the
guarantee period) for the rest of the guarantee period.

Your Lifetime With a Refund Annuity --A variable income payable during the
annuitant's life. If, at the death of the annuitant, the total of all of our
payments is less than the purchase payment that we received, we will pay an
amount equal to the difference to the owner of the annuity (or to the
beneficiary if the owner is not alive) when the annuitant dies.

Income for Two Lives Annuity --A variable income payable while either of two
annuitants is alive. After one annuitant dies payments continue if the other
annuitant is alive, otherwise payments stop. Payments after one annuitant dies
may be the same as those paid while both were alive or may be a lower
percentage selected when the annuity is purchased (e.g. 75%, 66 2/3% or 50%).

Income for Two Lives with a Guaranteed Period Annuity --This is the same as
the Income for Two Lives Annuity described above, but we guarantee to pay the
full amount (not a reduced percentage) for the guarantee period even if one or
both annuitants die. If, at the death of both annuitants, payments have been
made for less than the guarantee period, payments are made to the owner of the
annuity (or the beneficiary if the owner dies before the end of the guarantee
period) for the rest of the guarantee period.

Income for Two Lives with a Refund Annuity --This is the same as the Income
for Two Lives Annuity described above but if, at the death of both annuitants,
the total of all of our payments is less than the purchase payment that we
received, we will pay an amount equal to the difference to the owner of the
annuity (or to the beneficiary if the owner is not alive) when the annuitant
dies.

Income for a Guaranteed Period Annuity --A variable income payable for a
guarantee period (5-30 years). Payments cease at the end of the guarantee
period (which is often called a "term certain" period) even if the annuitant is
still alive. If the annuitant dies prior to the end of the guarantee period,
payments are made to the owner of the annuity (or to the beneficiary if the
owner dies before the end of the guarantee period) for the rest of the
guarantee period.

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IS THERE A FREE LOOK?

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SECTION III: OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS
....................................
...........................

CAN WE CANCEL YOUR CONTRACT OR INCOME ANNUITY?

We may not cancel your Income Annuity.

We will cancel your Contract if we do not receive any purchase payments for
you for 36 consecutive months and your Account Balance is less than $2,000. We
will only do so to the extent allowed by law. We may cancel the Enhanced
Preference Plus Non-Qualified Contract for (S)457(f) deferred compensation
plans, (S)451 deferred fee arrangements, (S)451 deferred compensation plans
and (S)457(e)(11) severance and death benefit plans if we do not receive any
purchase payments for you for 12 consecutive months and your Account Balance
is less than $15,000. Certain Contracts do not contain these cancellation
provisions.

At our option, certain Enhanced Preference Plus TSA and Enhanced PEDC
Contracts may be cancelled if MetLife determines that changes to your
retirement plan would cause MetLife to pay more interest than anticipated or
to make more frequent payments than anticipated in connection with the Fixed
Interest Account. MetLife may also cancel these Contracts, to the extent
permitted by law, if the retirement plan terminates or no longer qualifies as
a tax sheltered arrangement. Also, under these Contracts, the employer and
MetLife may each cancel the Contract upon 90 days notice to the other.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Generally, the spouse must give qualified consent whenever you elect to:

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary; or

d. use accrued benefit is used as security for a loan exceeding $5,000.

Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must meet
certain requirements, including that it be in writing which acknowledges the
identity of the designated beneficiary and the form of benefit selected,
dated, signed by your spouse, witnessed by a notary public or plan
representative and in a form satisfactory to us. The waiver of a QJSA
generally must be executed during the 90-day period ending on the date on
which income payments are to commence, or the withdrawal or the loan is to be
made, as the case may be. If you die before benefits commence, your surviving
spouse will be your beneficiary unless he or she has given a qualified consent
otherwise. The qualified consent to waive the
QPSA benefit and the beneficiary designation must be made in writing that
acknowledges the designated beneficiary, dated, signed by your spouse,
witnessed by a notary public or plan representative and in a form satisfactory
to us. Generally, there is no limit to the number of beneficiary designations
as long as a qualified consent accompanies each designation. The waiver of and
the qualified consent for the QPSA benefit generally may not be given until
the plan year in which you attain age 35. The waiver period for the QPSA ends
on the date of your death.

If your benefit is worth $5,000 or less, your plan may provide for
distribution of your entire interest in a lump sum without spousal consent.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

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WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as pre-authorized, systematic purchase payments which are
transfers from the Fixed Interest Account, may be confirmed quarterly. MetLife
confirms quarterly purchase transactions under Enhanced TSA Preference Plus,
TSA FFA Contracts and the Non-Qualified FFA Contract for (S)415(m) qualified
governmental excess benefit arrangements made on the basis of salary reduction
or deduction.

CAN WE CHANGE THE PROVISIONS OF YOUR CONTRACT OR INCOME ANNUITY?

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

6. To make any necessary technical changes in the Contracts or Income
Annuities in order to conform with any of the above-described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an Account Balance, we will notify
you of the change. You may then make a new choice of investment divisions. For
the Enhanced Preference Plus Contracts for (S)457(f) deferred compensation
plans, (S)451 deferred fee arrangements, (S)451 deferred compensation plans
and (S)457(e)(11) severance and death benefit plans (and FFA Contracts and
Income Annuities where required by law) issued in Pennsylvania, we will ask
your approval before any technical changes are made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are
deemed attributable to the Contracts or Income Annuities) at regular and
special meetings of the shareholders of the portfolio based on instructions
received from those having the voting interest in corresponding investment
divisions of the Separate Account. However, if the 1940 Act or any rules
thereunder should be amended or if the present interpretation thereof should
change, and as a result we determine that we are permitted to vote the shares
of the portfolios in our own right, we may elect to do so.

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You will be entitled to give instructions regarding the votes attributable
to your Contract or Income Annuity in your sole discretion. Under (S)457(f)
deferred compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans, (S)457(e)(11) severance and death benefit plans and the
TSA Contracts and Income Annuities under which the Employer retains all
rights, we will provide you with the number of copies of voting instruction
soliciting materials that you request so that you may furnish such materials
to participants who may give you voting instructions. Neither the Separate
Account nor MetLife has any duty to inquire as to the instructions received or
your authority to give instructions; thus, as far as the Separate Account, and
any others having voting interests in respect of the Separate Account are
concerned, such instructions are valid and effective.

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or investment policies for any portfolio if required by any insurance
regulatory authority; (2) to refrain from making any change in the investment
policies or any investment adviser or principal underwriter or any portfolio
which may be initiated by those having voting interests or the Metropolitan
Fund's, Calvert Variable Series' or Fidelity VIP or VIPII Funds' boards of
directors, provided MetLife's disapproval of the change is reasonable and, in
the case of a change in investment policies or investment manager, based on a
good faith determination that such change would be contrary to state law or
otherwise inappropriate in light of the portfolio's objective and purposes; or
(3) to enter into or refrain from entering into any advisory agreement or
underwriting contract, if required by any insurance regulatory authority.

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR CONTRACT OR INCOME ANNUITY AND DO YOU PAY A COMMISSION ON THE
PURCHASE OF YOUR CONTRACT OR INCOME ANNUITY?

The licensed sales representatives and broker-dealers who sell Contracts and
Income Annuities and certificates and interests in the Contracts and Income
Annuities may be compensated for these sales by commissions that we pay. There
is no front-end sales load deducted from purchase payments to pay sales
commissions. The Separate Account also does not pay sales commissions. The
commissions we pay range from 0% to 6% depending on the age of the participant
or annuitant.

From time to time, MetLife may pay organizations or associations a fee,
reimburse them for certain expenses, lease office space from them, purchase
advertisements in their publications or enter into such other arrangements in
connection with their endorsing or sponsoring MetLife's variable annuity
contracts or services, for permitting MetLife to undertake certain marketing
efforts of the organizations' members in connection with sales of MetLife
variable annuities, or some combination thereof. Additionally, MetLife has
retained consultants who are paid a fee for their efforts in establishing and
maintaining relationships between MetLife and various organizations.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. For the money market investment divisions, this
performance will be stated in terms of "yield" and "effective yield." For the
other investment divisions, this performance will be stated in terms of either
yield, "change in accumulation unit value," "change in annuity unit value" or
"average annual total return" or some combination of the foregoing. Yield,
change in accumulation unit value, change in annuity unit value and average
annual total return figures are based on historical earnings and are not
intended to indicate future performance. The yield of the money market
investment

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divisions refers to the income generated by an investment in the division over
a seven-day period, which will be specified in the advertisement. This income
is then annualized, by assuming that the same amount of income is generated
each week over a 52 week period, and the total income is shown as a percentage
of the investment. The effective yield is similarly calculated; however, when
annualized, the earned income in the division is assumed to be reinvested.
Thus, the effective yield figure will be slightly higher than the yield figure
because of the former's compounding effect. Other yield figures quoted in
advertisements, that is those other than the money market investment
divisions, will refer to the net income generated by an investment in a
particular investment division for a thirty day period or month, which is
specified in the advertisement, and then expressed as a percentage yield of
that investment. This percentage yield is then compounded semiannually. Change
in accumulation unit value or change in annuity unit value refers to the
comparison between values of accumulation or annuity units over specified
periods in which an investment division has been in operation, expressed as a
percentage. Change in accumulation unit value or change in annuity unit value
may also be expressed as an annualized figure. In addition, change in
accumulation unit value or change in annuity unit value may be used to
illustrate performance for a hypothetical investment (such as $10,000) over
the time period specified. Yield, change in accumulation unit value and
effective yield figures do not reflect the possible imposition of an early
withdrawal charge of, for certain Enhanced Preference Plus Contracts, up to 7%
of the amount withdrawn attributable to a purchase payment, which may result
in a lower figure being experienced by the investor. Average annual total
return differs from the change in accumulation unit value and change in
annuity unit value because it assumes a steady rate of return and reflects all
expenses and applicable early withdrawal charges. Performance figures will
vary among the various Contracts and Income Annuities as a result of different
Separate Account charges and early withdrawal charges. Performance may be
calculated based upon historical performance of the Fund, Calvert Social
Balanced Portfolio, Calvert Social Mid Cap Growth Portfolio and the Fidelity
VIP and VIPII Funds and may assume that certain contracts were in existence
prior to their inception date. After the inception date, actual accumulation
unit or annuity unit data is used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time, the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit
and savings accounts. The Separate Account may use the Consumer Price Index in
its advertisements as a measure of inflation for comparison purposes. From
time to time, the Separate Account may advertise its performance ranking among
similar investments or compare its performance to averages as compiled by
independent organizations, such as Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS(R) and The Wall Street Journal. The Separate Account
may also advertise its performance in comparison to appropriate indices, such
as the Standard & Poor's 500 Index, the Standard & Poor's 400 Index, the
Standard & Poor's 600 Index, the Russell 2000 Growth Index, Lehman Brothers
Government/Corporate Bond Index, the Merrill Lynch High Yield Bond Index, The
Morgan Stanley Capital International All Country World Index and The Morgan
Stanley Capital International Europe, Australia, Far East (EAFE) Index.

ARE THERE SPECIAL CHARGES THAT APPLY IF YOUR RETIREMENT PLAN TERMINATES ITS
CONTRACT OR TAKES OTHER ACTION?

Under certain Enhanced TSA Preference Plus Contracts, amounts equal to some
or all of the early withdrawal charge imposed under a contract of another

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issuer in connection with the transfer of money into an Enhanced TSA Preference
Plus Contract may be credited to your Account Balance. If such amounts are
credited to an Enhanced TSA Preference Plus Contract, special termination
charges may be imposed. These charges may also apply if the plan introduces
other funding vehicles provided by other carriers. Charges are not imposed on
plan participants; but rather are absorbed by the Contractholder. Therefore,
under the Contract, the participant will incur only the withdrawal charges, if
applicable, otherwise discussed in this prospectus. The charges to the plan are
imposed on the
amount initially transferred to MetLife for the first seven years according to
the schedule in the following table:

DURING CONTRACT YEAR

[Download Table]

8 &
1 2 3 4 5 6 7 BEYOND
---- ---- ---- ---- ---- ---- ---- ------

5.6% 5.0% 4.5% 4.0% 3.0% 2.0% 1.0% 0%

The charge to the plan, for partial withdrawals, is determined by multiplying
the amount of the withdrawal that is subject to the charge by the applicable
percentage shown above.

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SECTION IV: TAXES
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GENERAL

In the opinion of our attorneys, the Separate Account and its operations will
be treated as part of MetLife, and not taxed separately. We are taxed as a life
insurance company. Thus, although the Contracts and Income Annuities allow us
to charge the Separate Account with any taxes or reserves for taxes
attributable to it, we do not expect that under current law we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR DEFERRED CONTRACT?

Generally, all contributions under the Contracts, other than contributions
under Non-Qualified Contracts and non-deductible contributions to IRA
Contracts, will be contributed on a "before-tax" basis. This means that the
purchase payments either reduce your income, entitle you to a tax deduction or
are not subject to current income tax. To the extent contributions to your
Contract were not subject to Federal income tax, withdrawals of these
contributions will be subject to Federal income taxes. Earnings under your
Contract are generally subject to income tax.

Contributions to Enhanced Non-Qualified Contracts and non-deductible
contributions to IRA Contracts are made on an "after-tax" basis so that making
purchase payments do not reduce the taxes you pay. Earnings under Enhanced Non-
Qualified Contracts are normally not taxed until withdrawn, if you, as the
owner, are an individual. Thus, that portion of any withdrawal that represents
income is taxed when you receive it, but that portion that represents purchase
payments is not, to the extent previously taxed.

Under some circumstances certain Contracts accept both purchase payments that
entitle you or the owner to a current tax deduction or to an exclusion from
income and those that do not. Taxation of withdrawals depends on whether or not
you or the owner were entitled to deduct or exclude the purchase payments from
income in compliance with the Code.

The taxable portion of a distribution from a 403(a) and TSA Contract to the
participant or the participant's spouse (if she/he is the beneficiary) that is
an "eligible rollover distribution," as defined in the Code, is subject to 20%
mandatory Federal income tax withholding unless the participant directs the
trustee, insurer or custodian of the plan to transfer all or any portion of
his/her taxable interest in such plan to the trustee, insurer or custodian of
(1) an individual retirement arrangement under (S)408; (2) a qualified trust or
403(a) annuity plan, if the distribution is from a Keogh plan or a 403(a)
Contract; or (3) a TSA, if the distribution is from a TSA Contract. An eligible
rollover distribution is generally the taxable portion of any distribution from
a 403(a) or TSA Contract, except the following: (a) a series of substantially
equal periodic payments over the life (or life expectancy) of the participant;
(b) a series of substantially equal periodic payments over the lives (or joint
life expectancies) of the participant and his/her beneficiary; (c) a series of
substantially equal periodic payments over a specified period of at least ten
years; (d) a minimum distribution required during the participant's lifetime or
the minimum amount to be paid after the participant's death; (e) refunds of
excess contributions to the plan described in (S)401(k) of the Code for
corporations and unincorporated businesses; (f) certain loans treated as
distributions under the Code; (g) the cost of life insurance coverage which is
includible in the gross income of the plan participant; and (h) any other
taxable distributions from any of these plans which are not eligible rollover
distributions.

All taxable distributions from 403(a) and TSAs Contracts that are not
eligible rollover distributions and taxable distributions from IRAs and Non-
Qualified Contracts will be subject to Federal income tax withholding unless
the payee elects to have no withholding. The rate of withholding is as
determined by the Code and Regulations thereunder at the time of payment. All
taxable distributions from the PEDC Contract will be subject to the same
Federal income tax withholding as regular wages.

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Except for the TSA Contract under which the employer retains all rights,
your employer buys the Contract for you although you, as the participant, then
own it. The Code limits the amount of purchase payments that can be made.
Purchase payments over this amount may be subject to adverse tax consequences.
Special rules apply to the withdrawal of excess contributions. Withdrawals
before age 59 1/2 are prohibited except for (a) amounts contributed to or
earned under your (S)403(b) arrangement before January 1, 1989 that were
either paid into or earned under the Contract or later transferred to it in a
manner satisfying applicable Code requirements (withdrawals are deemed to come
first from pre-1989 money that is not subject to these restrictions, until all
of such money is withdrawn); (b) tax-free transfers to other (S)403(b) funding
vehicles or any other withdrawals that are not "distributions" under the Code;
(c) amounts that are not attributable to salary reduction elective deferral
contributions (i.e., generally amounts not attributable to a participant's
pre-tax contributions and their earnings); (d) after a participant dies,
separates from service or becomes disabled (as defined in the Code); (e) in
the case of financial hardship (as defined in the Code) but only purchase
payments may be withdrawn for hardship, not earnings; or (f) under any other
circumstances as the Code allows. Special withdrawal restrictions under
(S)403(b)(7)(A)(ii) of the Code apply to amounts that had once been invested
in mutual funds under custodial arrangements even after such amounts are
transferred to a Contract.

Taxable withdrawals (other than tax-free transfers) that are allowed before
age 59 1/2 are subject to an additional 10% tax penalty on the taxable portion
of the withdrawal. This penalty does not apply to withdrawals (1) paid to a
beneficiary or participant's estate after the participant's death; (2) due to
permanent disability (as defined in the Code); (3) made in substantially equal
periodic payments (not less frequently than annually) over the life or life
expectancy of the participant or the participant and another person named by
the participant where such payments begin after separation from service; (4)
made to the participant after the participant separates from service with the
employer after age 55; (5) made to the participant on account of deductible
medical expenses (whether or not the participant actually itemizes
deductions); (6) made to an "alternate payee" under a "qualified domestic
relations order" (normally a spouse or ex-spouse); (7) of excess matching
employer contributions made to eliminate discrimination under the Code; or (8)
timely made to reduce an elective deferral as allowed by the Code. If you are
under age 59 1/2 and are receiving SWIP payments that you intend to qualify as
a series of substantially equal periodic payments under (S)72(t) of the Code
and thus not be subject to the 10% tax penalty, any modifications to your SWIP
payments before age 59 1/2 or five years after beginning SWIP payments will
result in the retroactive imposition of the 10% tax penalty. You should
consult with your tax adviser to determine whether you are eligible to rely on
any exceptions to the 10% tax penalty before you elect to receive any SWIP
payments or make any modifications to your SWIP payments.

Withdrawals may be transferred to another (S)403(b) funding vehicle or (for
eligible rolllover distributions) to an IRA without federal tax consequences
if Code requirements are met. The Contract is not forfeitable and may not be
transferred. Generally, for taxable years after 1996, if you do not have a 5%
or more ownership interest in your employer, your entire interest in the
Contract must be withdrawn or begun to be withdrawn by April 1 of the calendar
year following the later of: the year in which the participant reaches age 70
1/2 or, to the extent permitted under your plan or contract, the year in which
the participant retires. A tax penalty of 50% applies to withdrawals which
should have been made but were not. Complex rules apply to the timing and
calculation of these withdrawals. Other complex rules apply to how rapidly
withdrawals must be made after the participant's death. Generally, if the
participant dies before the required withdrawals have begun, we must make
payment of your entire interest under the Contract within five years of the
year in which the participant died or begin payments under an income annuity
allowed by the Code to the participant's beneficiary over his or her lifetime
or over a period not beyond the beneficiary's life expectancy starting by the
December 31 following the year in which the participant dies. If the
participant's spouse is the beneficiary, payments may be made over the
spouse's lifetime or over a period not beyond the spouse's life expectancy
starting by the December 31 of the year in which the participant would have
reached age 70 1/2, if later. If the participant dies after required
withdrawals have begun, payments must continue to be made at least as rapidly
as under the method of distribution that was used as of the date of the death
of the participant. If the Contract is subject to the Retirement Equity Act,
the participant's spouse has certain rights which may be waived with the
written

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consent of the spouse. The IRS allows you to aggregate the amount to be
withdrawn from each TSA contract you own and to withdraw this amount in total
from any one or more of the TSA contracts you own.

403(a) Contracts. The employer adopts a 403(a) plan as a qualified
retirement plan to generally provide benefits to participating employees. The
plan works in a similar manner to a corporate qualified retirement plan except
that the 403(a) plan does not have a trust or a trustee.

The Code limits the amount of contributions and distributions that may be
made under 403(a) plans. Withdrawals before age 59 1/2 may be subject to a 10%
tax penalty. Any amounts distributed under the 403(a) Contracts are generally
taxed according to the rules described under (S)72 of the Code. Under rules
similar to those described above for TSAs, for taxable years after 1996, if
you do not have a 5% or more ownership interest in your employer, withdrawals
of your entire interest under the Contract must be made or begun to be made no
later than the April 1 of the calendar year following the later of: the year
in which you reach age 70 1/2 or, to the extent permitted under your Plan or
Contract, the year you retire. Also, if you die before required withdrawals
have begun, the entire interest in the plan generally must be paid within five
years of the year in which you died. The minimum distribution rules for 403(a)
Contracts are similar to those rules summarized above for TSAs.

Traditional IRA Contracts. Annual contributions to all IRAs may not exceed
the lesser of $2,000 or 100% of your "compensation" as defined by the Code,
except "spousal IRAs" discussed below. Generally, no contributions are allowed
during or after the tax year in which you attain age 70 1/2. Contributions
other than those allowed are subject to a 6% excess contribution tax penalty.
Special rules apply to withdrawals of excess contributions. These dollar and
age limits do not apply to tax-free "rollovers" or transfers from other IRAs
or from other tax-favored plans that the Code allows.

Annual contributions are generally deductible up to the above limits if
neither you nor your spouse was an "active participant" in another qualified
retirement plan during the taxable year. You will not be treated as married
for these purposes if you lived apart for the entire taxable year and file
separate returns. If you are an active participant in another retirement plan,
annual contributions are fully deductible if your adjusted gross income is
$30,000 or less ($50,000 for married couples filing jointly, however never
fully deductible for a married person filing separately), not deductible if
your adjusted gross income is over $40,000 ($60,000 for married couples filing
jointly, $10,000 for a married person filing separately) and if your adjusted
gross income falls between these amounts your maximum deduction will be phased
out. For an individual who is not an "active participant" but whose spouse is,
the adjusted gross income limits for the nonactive participant spouse is
$150,000 for a full deduction (with a phase-out between $150,000 and
$160,000). If you file a joint return, and you and your spouse is under age 70
1/2, you and your spouse may be able to make annual IRA contributions of up to
$4,000 ($2,000 each) to two IRAs, one in your name and one in your spouse's.
Neither can exceed $2,000, nor can it exceed your joint compensation.

Taxable withdrawals (other than tax-free transfers or "rollovers" to other
individual retirement arrangements) before age 59 1/2 are subject to a 10% tax
penalty. This penalty does not apply to withdrawals (1) paid to a beneficiary
or your estate after your death; (2) due to your permanent disability (as
defined in the Code); (3) made in substantially equal periodic payments (not
less frequently than annually) over the life or life expectancy of you or you
and another person named by you as your beneficiary; (4) made after December
31, 1996 to pay deductible medical expenses; (5) made after December 31, 1996
to enable certain unemployed persons to pay medical insurance premiums; (6)
made after December 31, 1997 to pay for qualified higher education expenses;
or (7) made after December 31, 1997 for qualified first time home purchases.
If you are under age 59 1/2 and are receiving SWIP payments that you intend to
qualify as a series of substantially equal periodic payments under (S)72(t) or
(S)72(q) of the Code and thus not subject to the 10% tax penalty, any
modifications to your SWIP payments before age 59 1/2 or five years after
beginning SWIP payments will result in the retroactive imposition of the 10%
tax penalty. You should consult with your tax adviser to determine whether you
are eligible to rely on any exceptions to the 10% tax penalty rule before you
elect to receive any SWIP payments or make any modification to your SWIP
payments.

If you made both deductible and non-deductible contributions, a partial
withdrawal will be treated as a pro-rata withdrawal of both, based on all of
your IRAs (not just the IRA Contracts). The portion of the withdrawal
attributable to non-deductible contributions (but not the earnings on them) is
a nontaxable return of principal, and the 10% tax penalty does not apply. You
must keep track of which contributions were deductible and which weren't, and
make annual reports to the IRS if non-deductible contributions were made.

Withdrawals may be transferred to another IRA without Federal tax
consequences if Code requirements

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are met. Your Contract is not forfeitable and you may not transfer it.

Your entire interest in the IRA Contract must be withdrawn or begun to be
withdrawn generally by April 1 of the calendar year following the year in which
you reach age 70 1/2 and a tax penalty of 50% applies to withdrawals which
should have been made but were not. Complex rules apply to the timing and cal-
culation of these withdrawals. Other complex rules apply to how rapidly with-
drawals must be made after your death. Generally, if you die before the re-
quired withdrawals have begun, we must make payment of your entire interest un-
der the Contract within five years of the year in which you died or begin pay-
ments under an income annuity allowed by the Code to your beneficiary over his
or her lifetime or over a period not beyond your beneficiary's life expectancy
starting by the December 31 of the year following the year in which you die. If
your spouse is your beneficiary and, if your Contract permits, payments may be
made over your spouse's lifetime or over a period not beyond your spouse's life
expectancy starting by the December 31 of the year in which you would have
reached age 70 1/2, if later. If your beneficiary is your spouse, he or she may
elect to continue the Contract as his or her own IRA Contract after your death.
If you die after the required withdrawals have begun, payments must continue to
be made at least as rapidly as under the method of distribution that was used
as of the date of your death.

The IRS allows you to aggregate the amount required to be withdrawn from each
individual retirement arrangement you own and to withdraw this amount in total
from any one or more of the individual retirement arrangements you own.

The compensation amounts that may be deferred under a PEDC plan may not
exceed certain deferral limits established under the Federal tax law. In
addition, contributions to other plans may reduce the deferral limit even
further.

Under the plan, amounts will not be made available to participants or
beneficiaries until the earliest of (1) the calendar year in which the
participant reaches age 70 1/2, (2) when the participant separates from service
with the employer, or (3) when the participant is faced with an unforeseeable
emergency as described in the income tax regulations. Amounts will not be
treated as "made available" under these rules if (i) an election to defer
commencement of a distribution is made by the participant and such election
meets certain requirements or, (ii) the total amount payable is $5,000 or less
and certain other requirements are met.

Withdrawals must conform to the complex minimum distribution requirements of
the Code, including the requirement that distributions must generally begin no
later than April 1 of the calendar year following the later of: the year in
which the participant attains age 70 1/2 or the year the participant retires.
Although the minimum distribution rules are similar to the rules summarized
above for TSAs, there are some differences. For example, for PEDC plans, any
distribution payable over a period of more than one year can only be made in
substantially non-increasing amounts, and generally distributions may not
exceed 15 years.

Special rules apply to certain non-governmental PEDC plans deferring
compensation from taxable years beginning before January 1, 1987 (or beginning
later but based on an agreement in writing on August 16, 1986 and which then
provided for deferral of fixed amounts or amounts determined by a fixed
formula).

Non-Qualified Contract for (S)457(f) Deferred Compensation Plans. These are
deferred compensation arrangements generally for a select group of management
or highly compensated employees and individual independent contractors employed
or engaged by State or local governments or non-church tax-exempt
organizations. In this arrangement, the tax-exempt entity (e.g., a hospital)
deposits your deferred compensation amounts and earnings credited to these
amounts into a trust, which at all times is subject to the claims of the
employer's bankruptcy and insolvency creditors. The trust owns a Non-Qualified
Contract which may be subject to the Non-Qualified Contract rules described
below. Since the trust is a grantor trust, any tax consequences arising out of
ownership of the Non-Qualified Contract will flow to the tax-exempt entity that
is the grantor of such trust. Each tax-exempt entity should consult its own tax
advisor with respect to the tax

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rules governing the Contract. You can defer taxation of compensation until the
first taxable year in which there is not a substantial risk of forfeiture to
your right to such compensation.

Any amount made available under the plan to you or your beneficiary is
generally taxed according to the annuity rules under (S)72. Thus, when
deferred compensation is no longer subject to a substantial risk of
forfeiture, it is immediately includable in your income and it becomes "after-
tax" contributions for the purposes of the tax rules governing income plan
payments in calculating the "exclusion ratio." Certain distributions made
before you are age 59 1/2 may be subject to a 10% tax penalty. It is unclear
whether this penalty applies with respect to distributions made for this type
of plan. Thus, you should consult your own tax advisor to clarify this issue.
Since there is some uncertainty as to how the Internal Revenue Service and the
courts will treat the "rolling vesting" aspect of this arrangement, you should
consult your own tax advisor to clarify this issue.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Contract to fund a (S)457(f)
deferred compensation plan should consult with their own tax advisors
regarding the application of the relevant rules to their particular situation.
In connection with the sale of the Non-Qualified Contract for (S)457(f)
Deferred Compensation Plans, MetLife consulted special tax counsel regarding
the major Federal tax issues under (S)457. This advice from such counsel has
not been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person
considering the purchase of the Contract.

Non-Qualified Contract for (S)451 Deferred Fee Arrangements. Under a (S)451
deferred fee arrangement, a third party which is a tax-exempt entity (e.g., a
hospital) enters into a deferred fee arrangement with a taxable entity, the
employer, that provides services to the third party. These deferred fees are
used to fund a deferred compensation plan for the taxable entity's employees
who are a select group of management or highly compensated employees or
individual independent contractors. The deferred fees are contributed by the
tax-exempt entity into a trust that is subject to the claims of its bankruptcy
and insolvency creditors, and, when paid or made available to the taxable
entity, are subject to the claims of the taxable entity's bankruptcy and
insolvency creditors. Such arrangement, in accordance with the provisions of
(S)451, enables the taxable entity to defer compensation until the year in
which the amounts are paid or made available to it, and enables the employees
of the taxable entity who are participants in its deferred compensation plan
to defer compensation until the year in which the amounts are paid or made
available to them, unless under the method of accounting used in computing
taxable income, such amount is to be properly accounted for in a different
period. The taxable entity will be able to deduct as employee compensation the
amounts included in income by the participant-employees of its deferred
compensation plan, subject to such sums being reasonable compensation and not
disguised dividends.

A trust established by the tax-exempt entity will own a Non-Qualified
Contract which may be subject to taxation rules as described below under Non-
Qualified Contracts. Since the trust is a grantor trust, any tax consequences
arising out of ownership of the Non-Qualified Contract will flow to the tax-
exempt entity that is the grantor of such trust. Each tax-exempt entity should
consult its own tax advisor with respect to the tax rules governing the
Contract. Participants in the taxable entity's deferred compensation plan must
look to the taxable entity for payments under the plan. These persons should
consult their own tax advisor for information on the tax treatment of these
payments made under the plan.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Contract to fund a (S)451 deferred
fee arrangement should consult with their own tax advisors regarding the
application of the relevant rules to their particular situation. In connection
with the sale of the Non-Qualified Contract for (S)451 Deferred Fee
Arrangements, MetLife consulted special tax counsel regarding the major
Federal tax issues under (S)451. This advice from such counsel has not been
updated to reflect changes, if any, in the law and such advice was rendered
solely to MetLife and may not be relied upon by any person considering the
purchase of the Contract.

Non-Qualified Contract for (S)451 Deferred Compensation Plans. Under a
(S)451 deferred compensation plan, a select group of management or highly
compensated employees or individual independent contractors can defer
compensation until the year in which the amounts are paid or made available to
them, unless under the method of accounting used in computing taxable income
such amount is to be properly accounted for in a different period.
Participants should consult their own tax advisors for information on the tax
treatment of these payments.

A (S)451 plan could be sponsored by either a taxable entity or certain tax-
exempt entities which meet the "grandfather" requirements described below.
Taxable entities would be able to deduct as compensation the

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amounts included in income by the participant of the deferred compensation
plan, subject to such sums being reasonable compensation and not disguised
dividends. For tax-exempt entities, if certain Tax Reform Act of 1986
"grandfather" requirements are adhered to, (S)451 rather than (S)457 should
apply to their deferred compensation plans. Tax-exempt entities should consult
their own tax advisors to ascertain whether these "grandfather" requirements
are met.

A trust established by either the taxable or the grandfathered tax-exempt
entity would own a Non-Qualified Contract which may be subject to taxation
rules as described below under "Non-Qualified Contracts". Since the trust
would be a grantor trust, any tax consequences arising out of ownership of the
Non-Qualified Contract will flow to the tax-exempt entity or taxable entity
that is the grantor of such trust. Such entities should consult their own tax
advisors with respect to the tax rules governing the Contract.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Contract to fund a (S)451 deferred
compensation plan should consult with their own tax advisors regarding the
application of the relevant rules to their particular situation. In connection
with the sale of the Non-Qualified Contract for (S)451 Deferred Compensation
Plans, MetLife consulted special tax counsel regarding the major Federal tax
issues under (S)451. This advice from such counsel has not been updated to
reflect changes, if any, in the law and such advice was rendered solely to
MetLife and may not be relied upon by any person considering the purchase of
the Contract.

Non-Qualified Contract for (S)457(e)(11) Severance and Death Benefit
Plans. These are severance and death benefit arrangements for adoption by tax-
exempt entities. If the employer is subject to ERISA, the arrangement must be
adopted exclusively for a select group of management or highly compensated
employees or individual independent contractors. The employer deposits
deferral amounts, which will be used to provide severance and death benefits,
into a trust which is subject at all times to the claims of the employer's
bankruptcy and insolvency creditors. As the owner of a Non-Qualified Contract,
the trust may be subject to the rules described below under Non-Qualified
Contracts. Since the trust is a grantor trust, any tax consequences arising
out of ownership of the Non-Qualified Contract will flow to the employer, the
grantor of such trust. Each employer should consult with its own tax advisor
with respect to the tax rules governing the Contract.

The Federal income tax consequences to you of this arrangement depend on
whether the program qualifies as a "bona-fide severance pay" and a "bona-fide
death benefit" plan as described in (S)457(e)(11) of the Code. If the
arrangement qualifies as a "bona-fide severance pay" and "bona-fide death
benefit" plan, (S)451 of the Code will apply and you will not be taxed on your
deferral amounts until the tax year in which they are paid or made available
to you, unless under the method of accounting you use in computing taxable
income such amount is to be properly accounted for in a different period. If
the arrangement does not qualify as a "bona-fide severance pay" and "bona-fide
death benefit" plan, your deferral amounts will be subject to tax in the year
in which they are deferred. In that event, if you have not reported such
income, in addition to the Federal income tax you will have to pay, you will
be assessed interest, and you may be subject to certain penalties by the
Internal Revenue Service.

Special Tax Considerations for Non-Qualified Contract for (S)457(e)(11)
Severance and Death Benefit Plans. There is a considerable risk that this
arrangement may not qualify as a "bona-fide severance pay" plan under
(S)457(e)(11), the applicable section of the Code. The term "bona-fide
severance pay" plan is not defined in that section. The term "severance pay"
plan has, however, been construed under other Code sections and under
Department of Labor regulations issued under the Employee Retirement Income
Security Act of 1974. In connection with the sale of the Non-Qualified
Contract for Section 457(e)(11) Severance and Death Benefit Plans, MetLife
consulted special tax counsel regarding the major Federal tax issues under
(S)457. Subsequently, the United States Court of Appeals for the Federal
Circuit indicated that for purposes of another Code section, a severance pay
plan with features similar to this arrangement would not qualify as a valid
severance pay plan. While this decision addresses severance pay plans in a
different Code context, it is probable that a court would consider it in
determining the tax consequences of this arrangement. This advice received
from such counsel has not been updated to reflect this decision or other
changes in the law, and such advice was rendered solely to MetLife and may not
be relied upon by any person considering the purchase of the Contract. You
should consult with your own tax advisor to determine if the potential
advantages to you of this arrangement outweigh the potential tax risks in view
of your individual circumstances.

Non-Qualified Contracts. No limits apply under the Code to the amount of
purchase payments that you may make. Tax on income earned under the Contracts
is generally deferred until it is withdrawn only if you as owner of the
Contract are an individual (or are treatable as a natural person under certain
other circumstances specified by the Code). The following discussion assumes
that this is the case.

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Withdrawals (other than tax-free exchanges to other Non-Qualified contracts)
before you are age 59 1/2 are subject to a 10% tax penalty. This penalty does
not apply to withdrawals (1) paid to a beneficiary or your estate after your
death; (2) due to your permanent disability (as defined in the Code); or (3)
made in substantially equal periodic payments (not less frequently than
annually) over the life or life expectancy of you or you and another person
named by you as your beneficiary.

Your Non-Qualified Contract may be exchanged for another non-qualified
contract without incurring Federal income taxes if Code requirements are met.
Under the Code, withdrawals need not be made by a particular age. However, it
is possible that the Internal Revenue Service may determine that the Contract
must be surrendered or income payments must commence by a certain age, e.g.,
85 or older. If you die before payment of your entire interest in the Contract
under an income annuity begins, we must make payment of your entire interest
under the Contract within five years of your death or begin payments under an
income annuity allowed by the Code to your beneficiary within one year of your
death. If your spouse is your beneficiary or a co-owner of the Non-Qualified
Contract, this rule does not apply. If you die after income payments begin,
payments must continue to be made at least as rapidly as under the method of
distribution that was used at the time of your death in accordance with the
income type selected.

The tax law treats all non-qualified contracts issued after October 21, 1988
by the same company (or its affiliates) to the same owner during any one
calendar year as one annuity contract. This may cause a greater portion of
your withdrawals from the Contract to be treated as income than would
otherwise be the case. Although the law is not clear, the aggregation rule may
also adversely affect the tax treatment of payments received under an income
annuity where the owner has purchased more than one non-qualified annuity
during the same calendar year from the same or an affiliated company after
October 21, 1988, and is not receiving income payments from all annuities at
the same time.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

Generally, all purchase payments under the Income Annuities, other than
purchase payments under Non-Qualified and non-deductible contributions to a
IRA Income Annuities will be on a "before-tax" basis. This means that the
purchase payment was either a reduction from income, entitled you to a tax
deduction or was not subject to current income tax. Because of this, Federal
income taxes are payable on the full amount of money paid as income payments
under the Income Annuity.

Generally, the Enhanced Non-Qualified Preference Plus Income Annuities are
issued on an "after-tax basis" so that making a purchase payment does not
reduce the taxes you pay. That portion of any income payment that represents
income is taxed when you receive it, but that portion that represents the
purchase payment is a nontaxable return of principal.

Under some circumstances certain Income Annuities accept both purchase
payments that have entitled you or the owner to a current tax deduction or to
a reduction in taxable income and those that do not. Taxation of income
payments depends on whether or not you or the owner were entitled to deduct or
exclude from income the purchase payment in compliance with the Code.

All taxable income payments (other than income payments under the PEDC
Income Annuities) will be subject to Federal income tax withholding unless the
payee elects to have no withholding. The rate of withholding is as determined
by the Code at the time of payment. All taxable income payments under the PEDC
Income Annuities will be subject to the same federal income tax withholding
treatment as regular wages.

Income payments (other than tax-free transfers as permitted under the Code
and payments made under a PEDC plan) that are allowed before age 59 1/2 are
generally subject to an additional 10% tax penalty on the taxable portion of
the income payment. This penalty does not apply to income payments (1) paid to
your beneficiary or your estate after your death; (2) due to your permanent
disability (as defined in the Code); or (3) made in substantially equal
periodic payments (not less

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frequently than annually) over your life or life expectancy of you and another
person named by you, (for TSAs and 403(a) plans, you must also be separated
from service when payments begin); and (4) under a Non-Qualified Income
Annuity purchased with a single purchase payment which provides for
substantially equal payments (to be made not less frequently then annually)
commencing no later than one year from the purchase date. Additionally, under
TSAs and 403(a) plans the penalty does not apply to income payments (1) made
to you after you separate from service with your employer after age 55; (2)
made to you on account of deductible medical expenses (whether or not you
actually itemize deductions); or (3) made to an "alternate payee" under a
"qualified domestic relations order" (normally a spouse or ex-spouse). For
IRAs the 10% tax penalty will also not apply to income payments to pay
deductible medical expenses (whether or not you actually itemize your
deduction) to enable certain unemployed persons to pay medical insurance
premiums; made after December 31, 1997 to pay for qualified higher education
expenses; or made after December 31, 1997, for qualified first time home
purchases. There is a possibility that if you make transfers as described
earlier in this Prospectus before age 59 1/2 or within five years of the
purchase of the Income Annuity, the exercise of the transfer provision may
cause the retroactive imposition of this tax.

For taxable years after 1996, if you do not have a 5% or more ownership
interest in your employer, distributions of your entire interest under the
TSA, PEDC and 403(a) Income Annuities must be made beginning no later than the
April 1 of the calendar year following the later of: the year in which you
reach age 70 1/2 or, to the extent permitted under your plan or contract, the
year you retire. A tax penalty of 50% applies to payments which should have
been made but were not. Complex rules apply to the timing and calculation of
these income payments. Other complex rules apply to how rapidly income
payments must be made after your death. If you die before payments begin under
an Income Annuity, the Code generally requires that your entire interest under
the Income Annuity be paid within five years of the year in which you died. If
you die before payments begin under this Income Annuity, we will pay your
entire interest under the Income Annuity in a lump sum to the beneficiary
after we receive proof of death. If you die after Income Annuity payments
begin, payments must continue to be made in accordance with the income type
selected. The Code requires that payments continue to be made at least as
rapidly as under the method of distribution that was used as of the date of
your death. If the Income Annuity is subject to the Retirement Equity Act,
your spouse has certain rights which may be waived with the written consent of
the spouse.

Any income payments distributed under 403(a) Income Annuities are generally
taxed according to the rules described under (S)72 of the Code.

Non-Qualified Income Annuity for (S)457(f) Deferred Compensation Plans. Any
income payments distributed under the plan to you or your beneficiary are
generally taxed according to the annuity rules under (S)72. Thus, when
deferred compensation is no longer subject to a substantial risk of
forfeiture, it is immediately includible in your income and it becomes an
"after-tax" purchase payment for the purposes of the tax rules governing
income payments in calculating the "exclusion ratio." It is unclear whether
the 10% tax penalty for distributions made prior to age 59 1/2 applies with
respect to income payments made under this type of plan. Thus, you should
consult your own tax advisor to clarify this issue.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Income Annuity to fund a (S)457(f)
deferred compensation plan should consult with their own tax advisors
regarding the application of the relevant rules to their particular situation.
In connection with the sale of the Non-Qualified Income Annuity for (S)457(f)
Deferred Compensation Plans, MetLife consulted special tax counsel regarding
the major Federal tax issues under (S)457. This advice from such counsel has
not been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person
considering the purchase of the Contract.

Non-Qualified Income Annuity for (S)451 Deferred Fee Arrangements. A trust
established by the tax-exempt entity will own a Non-Qualified Income Annuity
which may be subject to taxation rules as described below under "Non-Qualified
Income Annuities." Since the trust is a grantor trust, any tax consequences
arising out of ownership of the Non-Qualified Income Annuity will flow to the
tax-exempt entity that is the grantor of such trust. Each tax-exempt entity
should consult its own tax advisor with respect to the tax rules governing the
Income Annuity. Participants in the taxable entity's deferred compensation
plan must look to the taxable entity for income payments under the plan. It is
unclear whether the 10% tax penalty for distributions made prior to age 59 1/2
applies with respect to income payments

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...............................................................
made under this type of plan. These persons should consult their own tax
advisor for information on the tax treatment of these income payments made
under the plan.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Income Annuity to fund a (S)451
deferred fee

arrangement should consult with their own tax advisors regarding the
application of the relevant rules to their particular situation. In connection
with the sale of the Non-Qualified Income Annuity for (S)451 Deferred Fee
Arrangements, MetLife consulted special tax counsel regarding the major Federal
tax issues under (S)451. This advice from such counsel has not been updated to
reflect changes, if any, in the law and such advice was rendered solely to
MetLife and may not be relied upon by any person considering the purchase of
the Contract.

Non-Qualified Income Annuity for (S)451 Deferred Compensation Plans. A trust
established by the tax-exempt entity or the taxable entity will own a Non-
Qualified Income Annuity which may be subject to taxation rules as described
below under "Non-Qualified Income Annuities." Since the trust is a grantor
trust, any tax consequences arising out of ownership of the Non-Qualified
Income Annuity will flow to the tax-exempt entity or the taxable entity that is
the grantor of such trust. Each such entity should consult its own tax advisor
with respect to the tax rules governing the Income Annuity. Participants will
not be taxed on their tax deferred compensation amounts until the year in which
they are paid or made available to them, unless under the method of accounting
the participant uses in computing taxable income such amount is to be properly
accounted for in a different period.

It is unclear whether the 10% tax penalty for distributions made prior to age
59 1/2 applies with respect to income payments made under this type of plan.
Thus, you should consult your own tax advisor to clarify this issue.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Income Annuity to fund a (S)451
deferred compensation plan should consult with their own tax advisors regarding
the application of the relevant rules to their particular situation. In
connection with the sale of the Non-Qualified Income Annuity for (S)451
Deferred Compensation Plans MetLife consulted special tax counsel regarding the
major Federal tax issues under (S)451. This advice from such counsel has not
been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person considering
the purchase of the Contract.

Non-Qualified Income Annuity for (S)457(e)(11) Severance and Death Benefit
Plans. As the owner of a Non-Qualified Income Annuity, the trust is generally
subject to the rules described below under "Non-Qualified Income Annuities."
Since the trust is a grantor trust, any tax consequences arising out of
ownership of the Non-Qualified Income Annuity will flow to the employer, the
grantor of such trust. Each employer should consult with its own tax advisor
with respect to the tax rules governing the Income Annuity.

The Federal income tax consequences to you of this arrangement depend on
whether the program qualifies as a "bona-fide severance pay" and a "bona-fide
death benefit" plan as described in (S)457(e)(11) of the Code. If the
arrangement qualifies as a "bona-fide severance pay" and "bona-fide death
benefit" plan (S)451 of the Code will apply and you will be taxed in the tax
year in which such benefits are paid or made available to you, unless under the
method of accounting you use in computing taxable income such amount is to be
properly accounted for in a different period. If the arrangement does not
qualify as a "bona-fide severance pay" and "bona-fide death benefit" plan, the
amounts which constituted your purchase payment will be subject to tax in the
year in which they are deferred. In that event, if you have not reported such
income, in addition to the Federal income tax you will have to pay, you will be
assessed interest, and you may be subject to certain penalties by the Internal
Revenue Service. It is unclear whether the 10% tax penalty for distributions
made prior to age 59 1/2 applies with respect to income payments made under
this type of plan. Thus, you should consult your own tax advisor to clarify
this issue.

Special Tax Considerations for Non-Qualified Income Annuity for (S)457(e)(11)
Severance and Death Benefit Plans. There is a considerable risk that this
arrangement may not qualify as a "bona-fide severance pay" plan under
(S)457(e)(11), the applicable section of the Code. The term "bona-fide
severance pay" plan is not defined in that section. The term "severance pay"
plan has, however, been construed under other Code sections and under
Department of Labor regulations issued under the Employee Retirement Income
Security Act of 1974. In connection with the sale of the Non-Qualified Income
Annuity for Section 457(e)(11) Severance and Death Benefit Plans, MetLife
consulted special tax counsel regarding the major Federal tax issues under
(S)457. Subsequently, the United States Court of Appeals for the Federal
Circuit indicated that for purposes of another Code section, a severance pay
plan with features similar to this arrangement would not qualify as a valid
severance pay plan. While this decision addresses severance pay plans in a
different Code context, it is probable that a court would consider it in
determining the tax consequences of this arrangement.

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...............................................................
This advice received from such counsel has not been updated to reflect this
decision or other changes in the law, and such advice was rendered solely to
MetLife and may not be relied upon by any person considering the purchase of
the Income Annuity. You should consult with your own tax advisor to determine
if the potential advantages to you of this arrangement outweigh the potential
tax risks in view of your individual circumstances.

Non-Qualified Income Annuities. The following discussion assumes that you
are an individual (or are treated as a natural person under certain other
circumstances specified by the Code). Income payments are subject to an
"exclusion ratio" which determines how much of each income payment is a non-
taxable return of your purchase payment and how much is a taxable payment of
earnings. Generally, once the total amount treated as a return of your
purchase payment equals the amount of such purchase payment, all remaining
income payments are fully taxable. If you die before the purchase payment is
returned, the unreturned amount may be deductible on your final income tax
return or deductible by your beneficiary if income payments continue after
your death. We will tell the purchaser of an Income Annuity what your purchase
payment was and how much of each income payment is a non-taxable return of
your purchase payment.

If you die before income payments begin, the Code generally requires payment
of your entire interest in the Enhanced Non-Qualified Preference Plus Income
Annuity be made within five years of the date of your death. If you die before
income payments begin, we will pay your entire interest under the Income
Annuity to your beneficiary in a lump sum after we receive proof of your
death. If you die after income payments begin, payments must continue to be
made at least as rapidly as under the method of distribution before your
death, in accordance with the income type selected.

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TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

[Download Table]

PAGE
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APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

[Enlarge/Download Table]

KEOGH NON-
TSA IRA, SIMPLE IRA AND 403(A) PEDC QUALIFIED
CONTRACTS AND SEP CONTRACTS CONTRACTS CONTRACTS CONTRACTS
AND INCOME AND INCOME AND INCOME AND INCOME AND INCOME
ANNUITIES ANNUITIES(1) ANNUITIES ANNUITIES(2) ANNUITIES
---------- ----------------- ---------- ------------ ----------

California.............. 0.5% 0.5%(3) 0.5% 2.35% 2.35%
District of Columbia.... 2.25% 2.25% 2.25% 2.25% 2.25%
Kentucky(4)............. 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................... -- -- -- -- 2.0%
Nevada.................. -- -- -- -- 3.5%
U.S. Virgin Islands..... 5.0% 5.0% 5.0% 5.0% 5.0%
South Dakota............ -- -- -- -- 1.25%
Puerto Rico............. 1.0% 1.0% 1.0% 1.0% 1.0%
West Virginia........... 1.0% 1.0% 1.0% 1.0% 1.0%
Wyoming................. -- -- -- -- 1.0%

(4) The annuity tax in Kentucky is repealed effective January 1, 2000.

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REQUEST FOR A STATEMENT OF ADDITIONAL INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of Additional Information, or
have changed your address, please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc. and
Calvert Social Balanced Portfolio

[_] Calvert Social Mid Cap Growth Portfolio

[_] Fidelity Variable Insurance Products Funds

[_] I have changed my address. My CURRENT address is:

Name:
------------------------- ------------------------------------------------
(Contract Number) Address:
------------------------------------------------

------------------------- ------------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY
ATTN: ALAN DEMICHELE
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010

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[LOGO] MetLife(R)
Metropolitan Life Insurance Company

Johnstown Office, 500 Schoolhouse Road

Johnstown, PA 15907-2914

ADDRESS SERVICE REQUESTED

Bulk Rate
U.S. Postage Paid
Rutland, VT
Permit 220

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[LOGO] MetLife(R)
Metropolitan Life Insurance Company

Johnstown Office, 500 Schoolhouse Road

Johnstown, PA 15907-2914

ADDRESS SERVICE REQUESTED

Bulk Rate
U.S. Postage Paid
Rutland, VT
Permit 220

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METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN LIFE SEPARATE ACCOUNT E

PREFERENCE PLUS
AND
FINANCIAL FREEDOM ACCOUNT
GROUP AND INDIVIDUAL ANNUITY CONTRACTS

STATEMENT OF ADDITIONAL INFORMATION

FORM N-4 PART B

May 1, 1998

This Statement of Additional Information is not a prospectus but contains
information in addition to and more detailed than that set forth in the
Prospectuses for Preference Plus and Financial Freedom Account Contracts dated
May 1, 1998 and should be read in conjunction with the Prospectuses. Copies of
the Prospectuses may be obtained from Metropolitan Life Insurance Company, One
Madison Avenue, New York, New York 10010.

A Statement of Additional Information for the Metropolitan Series Fund, Inc.
is attached at the end of this Statement of Additional Information. The
Statements of Additional Information for Calvert Social Balanced Portfolio,
Calvert Social Mid Cap Growth Portfolio and Fidelity Variable Insurance
Products Funds are distributed separately.

--------------

TABLE OF CONTENTS

[Download Table]

PAGE
----

Independent Auditors...................................................... 2
Services.................................................................. 2
Distribution of Certificates and Interests in the Contracts and Income An-
nuities.................................................................. 2
Early Withdrawal Charge................................................... 2
Variable Income Payments.................................................. 2
Performance Data.......................................................... 4
Financial Statements of the Separate Account.............................. 15
Financial Statements of MetLife........................................... 37

--------------

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INDEPENDENT AUDITORS

Deloitte & Touche LLP, 555 Seventeenth Street, Denver, Colorado, independent
auditors, will annually audit the Separate Account's financial statements. The
financial statements for the period ended December 31, 1997 included in this
Statement of Additional Information have been audited by Deloitte & Touche
LLP, as stated in their report appearing herein, and have been so included in
reliance upon such report given upon the authority of such firm as experts in
auditing and accounting.

SERVICES

Metropolitan Life has retained FASCorp. to administer some of its group
contracts in the capacity of a third party administrator. When Metropolitan
Life provides administrative services to groups, such services may be provided
to a group on a basis more favorable than that otherwise made available to
other groups.

Certain computer systems we use to process Contract transactions and
valuations need to be adjusted to be able to continue to administer Contacts
after "Year 2000." As is the case with most system conversion projects, risks
and uncertainties exist, due in part to reliance on third party vendors, and
projects could be delayed. We are, however, devoting all resources we believe
necessary to make these systems modifications and expect that the necessary
changes will be completed on time and in a way that will result in no
disruption to Contract servicing operations.

DISTRIBUTION OF CERTIFICATES AND INTERESTS IN THE CONTRACTS AND INCOME
ANNUITIES

The certificates and interests in the Contracts and Income Annuities are
sold through individuals who are licensed life insurance sales representatives
of Metropolitan Life Insurance Company ("Metropolitan Life"). Metropolitan
Life is registered with the Securities and Exchange Commission as a broker-
dealer under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc. They also are sold through
other registered broker-dealers. They also may be sold through the mail and in
the case of certain Enhanced Preference Plus and VestMet Contracts and Income
Annuities and Financial Freedom Account Contracts and Income Annuities by
certain qualified employees of Metropolitan Life.

From time to time, Metropolitan Life may pay organizations or associations a
fee, reimburse them for certain expenses, lease office space from them,
purchase advertisements in their publications or enter into such other
arrangements in connection with their endorsing or sponsoring Metropolitan
Life's variable annuity contracts or services, for permitting Metropolitan
Life to undertake certain marketing efforts of the organizations' members in
connection with sales of Metropolitan Life variable annuities, or some
combination thereof. Additionally, Metropolitan Life has retained consultants
who are paid a fee for their efforts in establishing and maintaining
relationships between Metropolitan Life and various organizations.

The offering of all Contracts and Income Annuities is continuous. Owners and
participants under Contracts and Income Annuities may not be offered all
investment choices. Each Contract will indicate those investment choices
available under the Contract or Income Annuity.

EARLY WITHDRAWAL CHARGE

The total amount of early withdrawal charges paid to and retained by
Metropolitan Life for the years ended December 31, 1995, 1996 and 1997 were
$5,252,058, $6,200,708 and $7,593,681, respectively.

VARIABLE INCOME PAYMENTS

"Variable income payments" include variable income payments made under the
various Income Annuities.

ASSUMED INVESTMENT RATE

The following discussion concerning the amount of variable income payments
is based on an Assumed Investment Rate of 4% per year. It should not be
inferred that such rates will bear any relationship to the actual net
investment experience of the Separate Account.

AMOUNT OF INCOME PAYMENTS

The amount of annuity units which will be received periodically from the
investment division will depend upon the payment or Account Balance applied as
of the annuity date, the annuity unit value as of the annuity date, the amount
of any premium tax owed, any contract charges, the annuity type selected, and
the age(s) and sex of the annuitant(s) (except where unisex values rates are
required by law).

The first payment is equal to the number of units determined, as explained
above, multiplied by the annuity unit value as of the issue date or as of the
date 10 days prior to payment if later. Subsequent payments are equal to the
number of annuity units multiplied by the annuity unit value 10 days prior to
payment.

Income Annuities contain tables indicating the dollar amount of the first
income payment (if the payment is made as of the issue date of the contract)
under each variable income type for each $1,000 of payment or Account Balance
(after deduction for any premium tax)

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................................................................................
at various ages. These tables are based upon 1983 Metropolitan adjusted group
and individual mortality tables and the Assumed Investment Rate.

The first variable income payment consists of a portion from each of the
Separate Account investment divisions chosen. Each portion of the first
payment is divided by the annuity unit value (described below) for that
division to determine the number of annuity units in each division represented
by the payment. The number of such units will remain fixed during the annuity
period, assuming the annuitant makes no transfers of annuity units to provide
annuity units under another investment division or to provide a fixed income
option.

Subsequently, the variable income payment amount will be determined as of
the 10th day prior to a payment due date. Each payment may vary from the prior
one.

Therefore, the dollar amount of variable income payments after the first
will vary with the amount by which the investment performance is greater or
less than 4% per annum and separate account expenses. For example, on an
annual basis, if an investment division has a cumulative investment
performance of 6% over a one year period, the first variable income plan
payment in the next year will be approximately 0.75% greater than the payment
on the same date in the preceding year, and subsequent payments will continue
to vary with the investment experience of the division. If such investment
performance return is -1% over a one year period, the first variable income
payment in the next year will be approximately 6.25% less than the payment on
the same date in the preceding year, and subsequent payments will continue to
vary with the investment performance of the applicable division.

Each Contract provides that, when a fixed income option is chosen, the
payment to the annuitant will not be less than the payment produced by the
then current settlement option rates, which will not be less that the rates
used for a currently issued single payment immediate annuity contract. The
purpose of this provision is to assure the annuitant that, at retirement, if
the fixed income option purchase rates for new single payment immediate
contracts are significantly more favorable than the rates guaranteed by a
Contract, the annuitant will be given the benefit of the new rates.

ANNUITY UNIT VALUE

The value of an annuity unit is calculated at the same time that the value
of an accumulation unit is calculated and is based on the same change in
investment performance in the Separate Account. (See "Determining the Value of
Your Separate Account Investment" on page A-PPA-13, B-PPA-14, C-PPA-14 and
FFA-21 in the Prospectus.) The calculation of an annuity unit value is
discussed in the Prospectus under "How is an annuity unit value calculated?"

The following illustrations show, by use of hypothetical examples, the
method of determining the annuity unit value and the amount of variable income
payments:

ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE

[Download Table]

1. Annuity Unit value, beginning of period........................ $ 10.20000
2. "Experience factor" for period................................. 1.023558
3. Daily adjustment for 4% of Assumed Investment Rate............. .99989255
4. (2) X (3)...................................................... 1.023448
5. Annuity Unit value, end of period (1) X (4).................... $ 10.43917

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..........................................................

ILLUSTRATION OF ANNUITY PAYMENTS
(ASSUMES THE FIRST MONTHLY PAYMENT IS MADE WITHIN 10 DAYS OF THE ISSUE DATE OF
THE INCOME ANNUITY)
Annuitant age 65, Life Annuity with 120 Payments Guaranteed

[Download Table]

1. Number of Accumulation Units as of Annuity Date............... 1,500.00
2. Accumulation Unit value....................................... $ 11.80000
3. Accumulation Value of Contract (1) X (2)...................... $17,700.00
4. First monthly income payment per $1,000 of Accumulation Value. $ 5.63
5. First monthly income payment (3) X (4) / 1,000 ............... $ 99.65
Annuity Unit Value (see Illustration of Calculation of Annuity
6. Unit Value above as of Annuity Date).......................... $ 10.80000
7. Number of Annuity Units (5) / (6)............................. 9.22685
Assume Annuity Unit Value for the second month equal to (10
8. days prior to payment)........................................ $ 10.97000
9. Second monthly Annuity Payment (7) X (8)...................... $ 101.22
10. Assume Annuity Unit value for third month equal to............ $ 10.52684
11. Next monthly Annuity Payment (7) X (10)....................... $ 97.13

PERFORMANCE DATA

The yield for the money market investment divisions was derived by taking
the income generated by an investment in a money market division over the
seven-day period and then "annualizing" it, by assuming that the same amount
of income was generated each week over a 52 week period. Total income is shown
as a percentage of the investment. The effective yield figure was obtained in
the same manner as the yield quotation except that investment income was
assumed to be reinvested over the 52 week period. Realized gains and losses
from the sale of securities and unrealized appreciation and depreciation were
excluded from the calculation of yield and effective yield. The yield
quotation for other investment divisions is computed by taking the net
investment income generated over the period per accumulation unit divided by
the price per unit as of the last day of the period. This percentage is then
compounded semiannually. Net investment income is defined, for purposes of
this calculation, as dividends and interest earned during the period minus
accrued expenses. Both the yield and effective yield figures reflect
deductions for the contract charge (for the VestMet Contracts) and charges for
mortality and expense risk and general administrative expenses. The yield and
effective yield figures do not reflect the possible imposition of an early
withdrawal charge of up to 7% of the amount withdrawn or the amount withdrawn
attributable to a purchase payment, which may result in a lower yield figure
being experienced by the investor.

Change in accumulation unit value and change in annuity unit value refer to
the comparison between the value of an accumulation or annuity unit at the
beginning of a specified period of time and the value of an accumulation or
annuity unit at the end of the period. This number is then expressed as a
percentage and may also be expressed as an annualized figure. While general
administrative expenses and mortality and expense risk charges are reflected
in change of accumulation or annuity unit value figures, early withdrawal and
contract charges (for VestMet Contracts and most Income Annuities), if
applicable, are not so reflected.

Average annual total return assumes a steady rate of return based upon a
comparison between the withdrawal value of the hypothetical $1,000 investment
over a specified period of time compared to the initial $1,000 investment,
expressed as a percentage. Early withdrawal charges, as applicable, and other
recurring charges are reflected in average annual total return figures.

Enhanced Preference Plus, Enhanced VestMet and Financial Freedom Contacts
and Enhanced Preference Plus and Financial Freedom Account Income Annuities
performance figures vary from other Preference Plus and VestMet Contracts and
Income Annuities as a result of reduced Separate Account charges.

Performance may also be calculated based upon historical performance of the
underlying mutual funds, the Fund, Calvert Social Balanced Portfolio, Calvert
Social Mid Cap Growth and Fidelity Funds, and may assume that certain
contracts were in existence prior to their inception date. After the inception
date, actual accumulation or annuity unit data is used.

Performance may be shown for two investment strategies that are made
available under certain Contracts. The first is the "Equity Generator" SM.
Under the "Equity Generator," an amount equal to the interest earned during a
specified interval (i.e., monthly, quarterly) in the Fixed Interest Account is
transferred to the Stock Index Division or the Aggressive Growth Division. The
second technique is the "EqualizerSM." Under this strategy, once during a
specified period (i.e.,

485BPOS 196th Page of 281 TOC 1st Previous Next ↓Bottom Just 196th
...............................................................
monthly, quarterly), a transfer is made from the Stock Index Division to the
Fixed Interest Account or from the Fixed Interest Account to the Stock Index
Division or the Aggressive Growth Division in order to make the account and
the division equal in value. An "Equity Generator Return," "Aggressive Equity
Generator Return," "Equalizer Return" or "Aggressive Equalizer Return" will be
calculated by presuming a certain dollar value at the beginning of a period
and comparing this dollar value with the dollar value, based on historical
performance, at the end of the period, expressed as a percentage. The "Return"
in each case will assume that no withdrawals have occurred. We may also show
performance for the Equity Generator and Equalizer investment strategies using
other investment divisions for which these strategies are made available in
the future. If we do so, performance will be calculated in the same manner as
described above, using the appropriate account and/or investment divisions.

485BPOS 197th Page of 281 TOC 1st Previous Next ↓Bottom Just 197th
FOR THE PERIOD JANUARY 1, 1997 TO DECEMBER 31, 1997--PREFERENCE PLUS CONTRACTS
(10% FREE CORRIDOR VERSION)

[Download Table]

CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------

Growth Division..................................... 26.81% 20.70%
Income Division..................................... 8.49% 2.25%
Diversified Division................................ 19.09% 12.93%
Aggressive Growth Division.......................... 5.38% -0.88%
Stock Index Division................................ 30.54% 24.45%
International Stock Division........................ -3.56% -9.88%
Calvert Social Balanced Division.................... 18.63% 12.46%

FOR THE PERIOD JANUARY 1, 1993 TO DECEMBER 31, 1997--PREFERENCE PLUS CONTRACTS
(10% FREE CORRIDOR VERSION)

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------

Growth Division......... 7/2/90 117.15% 16.77% 16.51%
Income Division......... 7/2/90 37.83% 6.62% 6.22%
Diversified Division.... 7/2/90 80.24% 12.50% 12.19%
Aggressive Growth Divi-
sion................... 7/2/90 68.23% 10.96% 10.63%
Stock Index Division.... 7/2/90 131.10% 18.23% 17.99%
International Stock Di-
vision................. 7/1/91 41.13% 7.13% 6.73%
Calvert Social Balanced
Division............... 9/17/90 72.32% 11.49% 11.17%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1997--PREFERENCE PLUS CONTRACTS (10%
FREE CORRIDOR VERSION)

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------

Growth Division......... 7/2/90 171.00% 14.21% 14.21%
Income Division......... 7/2/90 78.90% 8.06% 8.06%
Diversified Division.... 7/2/90 128.90% 11.67% 11.67%
Aggressive Growth Divi-
sion................... 7/2/90 150.50% 13.02% 13.02%
Stock Index Division.... 7/2/90 192.80% 15.39% 15.39%
International Stock Di-
vision................. 7/1/91 32.80% 4.46% 4.35%
Calvert Social Balanced
Division............... 9/17/90 121.60% 11.53% 11.53%
Janus Mid Cap Division.. 3/3/97 26.90% N/A 20.79%
Loomis Sayles High Yield
Bond Division.......... 3/3/97 5.10% N/A -1.16%
T. Rowe Price Small Cap
Growth Division........ 3/3/97 17.60% N/A 11.42%
Scudder Global Equity
Division............... 3/3/97 8.50% N/A 2.26%

FOR THE JANUARY 1, 1997 TO DECEMBER 31, 1997--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

[Download Table]

CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------

Growth Division..................................... 26.81% 21.59%
Income Division..................................... 8.49% 3.01%
Diversified Division................................ 19.09% 13.76%
Aggressive Growth Division.......................... 5.38% -0.14%
Stock Index Division................................ 30.54% 25.37%
International Stock Division........................ -3.56% -9.21%
Calvert Social Balanced Division.................... 18.63% 13.29%

485BPOS 198th Page of 281 TOC 1st Previous Next ↓Bottom Just 198th
FOR THE PERIOD JANUARY 1, 1993 TO DECEMBER 31, 1997--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------

Growth Division......... 7/2/90 117.15% 16.77% 16.58%
Income Division......... 7/2/90 37.83% 6.62% 6.29%
Diversified Division.... 7/2/90 80.24% 12.50% 12.26%
Aggressive Growth Divi-
sion................... 7/2/90 68.23% 10.96% 10.69%
Stock Index Division.... 7/2/90 131.10% 18.23% 18.06%
International Stock Di-
vision................. 7/1/91 41.13% 7.13% 6.80%
Calvert Social Balanced
Division............... 9/17/90 72.32% 11.49% 11.24%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1997--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------

Growth Division......... 7/2/90 171.00% 14.21% 14.21%
Income Division......... 7/2/90 78.90% 8.06% 8.06%
Diversified Division.... 7/2/90 128.90% 11.67% 11.67%
Aggressive Growth Divi-
sion................... 7/2/90 150.50% 13.02% 13.02%
Stock Index Division.... 7/2/90 192.80% 15.39% 15.39%
International Stock Di-
vision................. 7/1/91 32.80% 4.46% 4.37%
Calvert Social Balanced
Division............... 9/17/90 121.60% 11.53% 11.53%
Janus Mid Cap Division.. 3/3/97 26.90% N/A 21.68%
Loomis Sayles High Yield
Bond Division.......... 3/3/97 5.10% N/A -0.43%
T. Rowe Price Small Cap
Growth Division........ 3/3/97 17.60% N/A 12.25%
Scudder Global Equity
Division............... 3/3/97 8.50% N/A 3.02%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1997--PREFERENCE PLUS
CONTRACTS

[Download Table]

Growth Division.................................................... 0.32%
Income Division.................................................... 5.99%
Diversified Division............................................... 2.44%
Aggressive Growth Division......................................... -1.06%
Stock Index Division............................................... 0.18%
International Stock Division....................................... -1.02%

FOR THE PERIOD JANUARY 1, 1997 TO DECEMBER 31, 1997--ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (10% FREE CORRIDOR VERSION)

[Download Table]

CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------

Growth Division..................................... 27.15% 21.04%
Income Division..................................... 8.76% 2.52%
Diversified Division................................ 19.42% 13.26%
Aggressive Growth Division.......................... 5.67% -0.59%
Stock Index Division................................ 30.89% 24.81%
International Stock Division........................ -3.22% -9.54%
Calvert Social Balanced Division.................... 18.97% 12.80%

485BPOS 199th Page of 281 TOC 1st Previous Next ↓Bottom Just 199th
FOR THE PERIOD JANUARY 1, 1993 TO DECEMBER 31, 1997--ENHANCED PREFERENCE PLUS
CONTRACTS
(WITH SALES LOAD) (10% FREE CORRIDOR VERSION)

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------

Growth Division......... 7/2/90 120.43% 17.12% 16.87%
Income Division......... 7/2/90 39.86% 6.94% 6.54%
Diversified Division.... 7/2/90 82.84% 12.82% 12.52%
Aggressive Growth Divi-
sion................... 7/2/90 70.80% 11.29% 10.97%
Stock Index Division.... 7/2/90 134.49% 18.57% 18.34%
International Stock Di-
vision................. 7/1/91 43.28% 7.45% 7.07%
Calvert Social Balanced
Division............... 5/1/91 74.87% 11.82% 11.50%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1997--ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD)
(10% FREE CORRIDOR VERSION)

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------

Growth Division......... 7/2/90 177.01% 14.54% 14.54%
Income Division......... 7/2/90 82.97% 8.38% 8.38%
Diversified Division.... 7/2/90 134.10% 12.00% 12.00%
Aggressive Growth Divi-
sion................... 7/2/90 156.03% 13.35% 13.35%
Stock Index Division.... 7/2/90 199.54% 15.74% 15.74%
International Stock Di-
vision................. 7/1/91 35.40% 4.77% 4.66%
Calvert Social Balanced
Division............... 5/1/91 103.20% 11.21% 11.14%
Janus Mid Cap Division.. 3/3/97 27.20% N/A 21.09%
Loomis Sayles High Yield
Bond Division.......... 3/3/97 5.30% N/A -0.96%
T. Rowe Price Small Cap
Growth Division........ 3/3/97 17.90% N/A 11.73%
Scudder Global Equity
Division............... 3/3/97 8.80% N/A 2.56%

FOR THE PERIOD JANUARY 1, 1997 TO DECEMBER 31, 1997--
ENHANCED PREFERENCE PLUS CONTRACTS (WITH SALES LOAD) (20% FREE CORRIDOR
VERSION)

[Download Table]

CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------

Growth Division..... 27.15% 21.93%
Income Division..... 8.76% 3.28%
Diversified Divi-
sion............... 19.42% 14.10%
Aggressive Growth
Division........... 5.67% 0.15%
Stock Index Divi-
sion............... 30.89% 25.72%
International Stock
Division........... -3.22% -8.86%
Calvert Social Bal-
anced Division..... 18.97% 13.64%
Calvert Social Mid
Cap Growth Divi-
sion............... 22.43% 17.14%
Fidelity Equity-In-
come Division...... 26.93% 21.70%
Fidelity Growth Di-
vision............. 22.34% 17.05%
Fidelity Overseas
Division........... 10.51% 5.06%
Fidelity Investment
Grade Bond Divi-
sion............... 8.02% 2.53%
Fidelity Asset Man-
ager Division...... 19.52% 14.19%

485BPOS 200th Page of 281 TOC 1st Previous Next ↓Bottom Just 200th
FOR THE PERIOD JANUARY 1, 1993 TO DECEMBER 31, 1997--
ENHANCED PREFERENCE PLUS CONTRACTS (WITH SALES LOAD) (20% FREE CORRIDOR
VERSION)

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ --------------

Growth Division....................... 120.43% 17.12% 16.94%
Income Division....................... 39.86% 6.94% 6.60%
Diversified Division.................. 82.84% 12.82% 12.58%
Aggressive Growth Division............ 70.80% 11.29% 11.04%
Stock Index Division.................. 134.49% 18.57% 18.41%
International Stock Division.......... 43.28% 7.45% 7.13%
Calvert Social Balanced Division...... 74.87% 11.82% 11.57%
Calvert Social Mid Cap Growth Divi-
sion................................. 71.07% 11.33% 11.07%
Fidelity Equity-Income Division....... 137.33% 18.86% 18.70%
Fidelity Growth Division.............. 118.17% 16.87% 16.69%
Fidelity Overseas Division............ 84.53% 13.03% 12.79%
Fidelity Investment Grade Bond Divi-
sion................................. 34.42% 6.09% 5.74%
Fidelity Asset Manager Division....... 75.38% 11.88% 11.63%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1997-- ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (20% FREE CORRIDOR VERSION)

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
INCEPTION ACCUMULATION UNIT VALUE AVERAGE ANNUAL
DATE UNIT VALUE ANNUALIZED TOTAL RETURN
--------- ------------ ------------ --------------

Growth Division............. 7/2/90 177.01% 14.54% 14.54%
Income Division............. 7/2/90 82.97% 8.38% 8.38%
Diversified Division........ 7/2/90 134.10% 12.00% 12.00%
Aggressive Growth Division.. 7/2/90 156.03% 13.35% 13.35%
Stock Index Division........ 7/2/90 199.54% 15.74% 15.74%
International Stock
Division................... 7/1/91 35.40% 4.77% 4.68%
Janus Mid Cap Division...... 3/3/97 27.20% N/A 21.98%
Loomis Sayles High Yield
Bond Division.............. 3/3/97 5.30% N/A -0.23%
T. Rowe Price Small Cap
Growth Division............ 3/3/97 17.90% N/A 12.55%
Scudder Global Equity
Division................... 3/3/97 8.80% N/A 3.32%
Calvert Social Balanced
Division................... 5/1/91 103.20% 11.21% 11.16%
Calvert Social Mid Cap
Growth Division............ 5/1/92 90.20% 12.00% 11.88%
Fidelity Equity-Income
Division................... 5/1/92 158.71% 18.25% 18.17%
Fidelity Growth Division.... 5/1/92 142.75% 16.93% 16.84%
Fidelity Overseas Division.. 5/1/92 58.80% 8.50% 8.33%
Fidelity Investment Grade
Bond Division.............. 5/1/92 42.39% 6.43% 6.24%
Fidelity Asset Manager
Division................... 5/1/92 86.46% 11.61% 11.48%

485BPOS 201st Page of 281 TOC 1st Previous Next ↓Bottom Just 201st
FOR THE PERIOD JANUARY 1, 1997 TO DECEMBER 31, 1997-- ENHANCED NON-QUALIFIED
PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

[Download Table]

CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------

Growth Division..................................... 27.15% 27.15%
Income Division..................................... 8.76% 8.76%
Diversified Division................................ 19.42% 19.42%
Aggressive Growth Division.......................... 5.67% 5.67%
Stock Index Division................................ 30.89% 30.89%
International Stock Division........................ -3.22% -3.22%
Calvert Social Balanced Division.................... 18.97% 18.97%
Calvert Social Mid Cap Growth Division.............. 22.43% 22.43%
Fidelity Equity-Income Division..................... 26.93% 26.93%
Fidelity Growth Division............................ 22.34% 22.34%
Fidelity Overseas Division.......................... 10.51% 10.51%
Fidelity Investment Grade Bond Division............. 8.02% 8.02%
Fidelity Asset Manager Division..................... 19.52% 19.52%

FOR THE PERIOD JANUARY 1, 1993 THROUGH DECEMBER 31, 1997
ENHANCED NON-QUALIFIED PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ ------------

Growth Division..................... 120.43% 17.12% 17.12%
Income Division..................... 39.86% 6.94% 6.94%
Diversified Division................ 82.84% 12.82% 12.82%
Aggressive Growth Division.......... 70.80% 11.29% 11.29%
Stock Index Division................ 134.49% 18.57% 18.57%
International Stock Division........ 43.28% 7.45% 7.45%
Calvert Social Balanced Division.... 74.87% 11.82% 11.82%
Calvert Social Mid Cap Division..... 71.07% 11.33% 11.33%
Fidelity Equity-Income Division..... 137.33% 18.86% 18.86%
Fidelity Growth Division............ 118.17% 16.87% 16.87%
Fidelity Overseas Division.......... 84.53% 13.03% 13.03%
Fidelity Investment Grade Bond
Division........................... 34.42% 6.09% 6.09%
Fidelity Asset Manager Division..... 75.38% 11.88% 11.88%

485BPOS 202nd Page of 281 TOC 1st Previous Next ↓Bottom Just 202nd
FOR THE PERIOD INCEPTION TO DECEMBER 31, 1997-- ENHANCED NON-QUALIFIED
PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
INCEPTION ACCUMULATION UNIT VALUE AVERAGE ANNUAL
DATE UNIT VALUE ANNUALIZED TOTAL RETURN
--------- ------------ ------------ --------------

Growth Division............. 5/1/91 177.01% 14.54% 14.54%
Income Division............. 5/1/91 82.97% 8.38% 8.38%
Diversified Division........ 5/1/91 134.10% 12.00% 12.00%
Aggressive Growth Division.. 5/1/91 156.03% 13.35% 13.35%
Stock Index Division........ 5/1/91 199.54% 15.74% 15.74%
International Stock
Division................... 7/1/91 35.40% 4.77% 4.77%
Janus Mid Cap Division...... 3/3/97 27.20% N/A 27.20%
Loomis Sayles High Yield
Bond Division.............. 3/3/97 5.30% N/A 5.30%
T. Rowe Price Small Cap
Growth Division............ 3/3/97 17.90% N/A 17.90%
Scudder Global Equity
Division................... 3/3/97 8.80% N/A 8.80%
Calvert Social Balanced
Division................... 5/1/91 103.20% 11.21% 11.21%
Calvert Social Mid Cap
Growth Division............ 5/1/92 90.20% 12.00% 12.00%
Fidelity Equity-Income
Division................... 5/1/92 158.71% 18.25% 18.25%
Fidelity Growth Division.... 5/1/92 142.75% 16.93% 16.93%
Fidelity Overseas Division.. 5/1/92 58.80% 8.50% 8.50%
Fidelity Investment Grade
Bond Division.............. 5/1/92 42.39% 6.43% 6.43%
Fidelity Asset Manager
Division................... 5/1/92 86.46% 11.61% 11.61%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1997--
ENHANCED PREFERENCE PLUS CONTRACTS

[Download Table]

Growth Division.................................................... 0.62%
Income Division.................................................... 6.31%
Diversified Division............................................... 2.74%
Aggressive Growth Division......................................... -0.77%
Stock Index Division............................................... 0.48%
International Stock Division....................................... -0.71%

FOR THE PERIOD JANUARY 1, 1997 TO DECEMBER 31, 1997-- FINANCIAL FREEDOM ACCOUNT
CONTRACTS

[Download Table]

CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------

Growth Division..................................... 27.15% 27.15%
Income Division..................................... 8.76% 8.76%
Diversified Division................................ 19.42% 19.42%
Aggressive Growth Division.......................... 5.67% 5.67%
International Stock Division........................ -3.22% -3.22%
Stock Index Division................................ 30.88% 30.88%
Calvert Social Balanced Division.................... 18.94% 18.94%
Calvert Social Mid Cap Growth Division.............. 22.43% 22.43%
Fidelity Equity-Income Division..................... 26.93% 26.93%
Fidelity Growth Division............................ 22.34% 22.34%
Fidelity Overseas Division.......................... 10.51% 10.51%
Fidelity Investment Grade Bond Division............. 8.02% 8.02%
Fidelity Asset Manager Division..................... 19.52% 19.52%

485BPOS 203rd Page of 281 TOC 1st Previous Next ↓Bottom Just 203rd
FOR THE PERIOD JANUARY 1, 1993 TO DECEMBER 31, 1997-- FINANCIAL FREEDOM ACCOUNT
CONTRACTS

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ --------------

Stock Index Division.................. 134.52% 18.58% 18.58%
Calvert Social Balanced Division...... 74.98% 11.83% 11.83%
Calvert Social Mid Cap Growth
Division............................. 71.07% 11.33% 11.33%
Fidelity Equity-Income Division....... 137.33% 18.86% 18.86%
Fidelity Growth Division.............. 118.17% 16.87% 16.87%
Fidelity Overseas Division............ 84.53% 13.03% 13.03%
Fidelity Investment Grade Bond
Division............................. 34.42% 6.09% 6.09%
Fidelity Asset Manager Division....... 75.38% 11.88% 11.88%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1997--FINANCIAL FREEDOM ACCOUNT
CONTRACTS

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------

Growth Division......... 5/1/96 43.54% 24.19% 24.19%
Income Division......... 5/1/96 14.78% 8.61% 8.61%
Diversified Division.... 5/1/96 31.24% 17.69% 17.69%
Aggressive Growth
Division............... 5/1/96 0.82% 0.49% 0.49%
International Stock
Division............... 5/1/96 -7.26% -4.42% -4.42%
Stock Index Division.... 7/1/91 177.20% 16.96% 16.96%
Janus Mid Cap Division.. 3/3/97 27.20% N/A 27.20%
Loomis Sayles High Yield
Division............... 3/3/97 5.30% N/A 5.30%
T. Rowe Price Small Cap
Growth Division........ 3/3/97 17.90% N/A 17.90%
Scudder Global Equity
Division............... 3/3/97 8.80% N/A 8.80%
Calvert Social Balanced
Division............... 7/1/91 103.50% 11.54% 11.54%
Calvert Social Mid Cap
Growth Division........ 7/1/91 105.80% 11.73% 11.73%
Fidelity Equity-Income
Division............... 7/1/91 204.50% 18.66% 18.66%
Fidelity Growth
Division............... 7/1/91 193.00% 17.96% 17.96%
Fidelity Overseas
Division............... 7/1/91 77.70% 9.24% 9.24%
Fidelity Investment
Grade Bond Division.... 7/1/91 56.20% 7.09% 7.09%
Fidelity Asset Manager
Division............... 7/1/91 109.40% 12.03% 12.03%

MONEY MARKET DIVISIONS--SEVEN DAY PERIOD ENDING DECEMBER 31, 1997

[Download Table]

EFFECTIVE
YIELD YIELD
------------ ------------

VestMet Contracts..................................... 3.76% 3.83%
Enhanced VestMet Contracts............................ 4.29% 4.38%
Financial Freedom Account Contracts................... 3.33% 3.38%

FOR THE PERIOD JANUARY 1, 1997 TO DECEMBER 31, 1997--VESTMET CONTRACTS

CHANGE IN AVERAGE
ACCUMULATION ANNUAL
UNIT VALUE TOTAL RETURN
------------ ------------

Growth Division....................................... 26.49% 18.56%
Income Division....................................... 8.22% 1.65%
Diversified Division.................................. 18.83% 11.31%
Aggressive Growth Division............................ 5.10% 1.26%
Stock Index Division.................................. 30.20% 22.47%

485BPOS 204th Page of 281 TOC 1st Previous Next ↓Bottom Just 204th
FOR THE PERIOD JANUARY 1, 1993 TO DECEMBER 31, 1997--VESTMET CONTRACTS

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ ------------

Growth Division.......................... 114.51% 16.49% 15.27%
Income Division.......................... 36.20% 6.37% 5.42%
Diversified Division..................... 77.98% 12.22% 10.97%
Aggressive Growth Division............... 66.19% 10.69% 9.78%
Stock Index Division..................... 128.18% 17.94% 17.07%

FOR THE PERIOD JANUARY 1, 1988 TO DECEMBER 31, 1997--VESTMET CONTRACTS

CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ ------------

Growth Division.......................... 309.47% 15.14% 14.87%
Income Division.......................... 116.14% 8.01% 7.85%
Diversified Division..................... 200.57% 11.63% 11.21%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1997--VESTMET CONTRACTS

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ ------------

Aggressive Growth
Division................ 5/18/88 260.80% 14.26% 14.20%
Stock Index Division..... 5/ 1/90 211.70% 15.97% 15.95%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1997--VESTMET CONTRACTS

[Download Table]

Growth Division................................................... 0.06%
Income Division................................................... 5.72%
Diversified Division.............................................. 2.16%
Aggressive Growth Division........................................ -1.33%
Stock Index Division.............................................. -0.08%

FOR THE PERIOD JANUARY 1, 1997 TO DECEMBER 31, 1997-- ENHANCED VESTMET
CONTRACTS

[Download Table]

CHANGE IN AVERAGE
ACCUMULATION ANNUAL
UNIT VALUE TOTAL RETURN
------------ ------------

Growth Division....................................... 27.15% 26.74%
Income Division....................................... 8.76% 8.53%
Diversified Division.................................. 19.42% 19.02%
Aggressive Growth Division............................ 5.67% 5.47%
Stock Index Division.................................. 30.89% 30.80%

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FOR THE PERIOD JANUARY 1, 1993 TO DECEMBER 31, 1997-- ENHANCED VESTMET
CONTRACTS

[Download Table]

CHANGE IN CHANGE IN AVERAGE
ACCUMULATION ACCUMULATION ANNUAL
UNIT VALUE UNIT ANNUALIZED TOTAL RETURN
------------ --------------- ------------

Growth Division....................... 120.43% 17.13% 16.79%
Income Division....................... 39.86% 6.94% 6.73%
Diversified Division.................. 82.84% 12.83% 12.51%
Aggressive Growth Division............ 70.80% 11.30% 11.14%
Stock Index Division ................. 134.49% 18.58% 18.53%

FOR THE PERIOD JANUARY 1, 1988 TO DECEMBER 31, 1997-- ENHANCED VESTMET
CONTRACTS

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ ------------

Growth Division........... 5/11/87 332.59% 15.77% 15.56%
Income Division........... 5/11/87 128.20% 8.60% 8.43%
Diversified Division...... 5/11/87 217.60% 12.25% 12.02%

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1997-- ENHANCED VESTMET CONTRACTS

[Download Table]

CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ ------------

Aggressive Growth
Division................ 5/18/88 280.20% 14.88% 14.80%
Stock Index Division..... 5/1/90 225.00% 16.60% 16.57%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1997-- ENHANCED VESTMET
CONTRACTS

[Download Table]

Growth Division.................................................... 0.62%
Income Division.................................................... 6.30%
Diversified Division............................................... 2.73%
Aggressive Growth Division......................................... -0.78%
Stock Index Division............................................... 0.47%

485BPOS 206th Page of 281 TOC 1st Previous Next ↓Bottom Just 206th
INDEPENDENT AUDITORS' REPORT

The Contractholders of

Metropolitan Life Separate Account E:

We have audited the accompanying statements of assets and liabilities of the
Growth, Income, Money Market, Diversified, Aggressive Growth, Stock Index,
International Stock, Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe
Price Small Cap Growth, Scudder Global Equity, Variable B, Variable C,
Variable D, Fidelity Money Market, Fidelity Equity-Income, Fidelity Growth,
Fidelity Overseas, Fidelity Investment Grade Bond, Fidelity Asset Manager,
Calvert Responsibly Invested Balanced and Calvert Responsibly Invested Capital
Accumulation Divisions of Metropolitan Life Separate Account E (the "Separate
Account") as of December 31, 1997 and the related statements of operations for
the year then ended and of changes in net assets for the years ended December
31, 1997 and 1996. These financial statements are the responsibility of the
Separate Account's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned at December 31, 1997 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets of the Growth, Income, Money Market, Diversified,
Aggressive Growth, Stock Index, International Stock, Loomis Sayles High Yield
Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth, Scudder Global Equity,
Variable B, Variable C, Variable D, Fidelity Money Market, Fidelity Equity-
Income, Fidelity Growth, Fidelity Overseas, Fidelity Investment Grade Bond,
Fidelity Asset Manager, Calvert Responsibly Invested Balanced and Calvert
Responsibly Invested Capital Accumulation Divisions of Metropolitan Life
Separate Account E at December 31, 1997 and the results of their operations
for the year then ended and the changes in their net assets for the years
ended December 31, 1997 and 1996 in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE LLP

Denver, Colorado

March 6, 1998

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METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1997

[Download Table]

MONEY
GROWTH INCOME MARKET DIVERSIFIED
DIVISION DIVISION DIVISION DIVISION
-------------- ------------ ----------- --------------

ASSETS:
INVESTMENTS IN
METROPOLITAN SERIES
FUND, INC. AT VALUE
(NOTE 1A):
State Street Research
Growth Portfolio
(62,058,566 Shares;
cost $1,683,222,783)... $1,896,873,216 -- -- --
State Street Research
Income Portfolio
(27,630,350 Shares;
cost $350,718,397)..... -- $349,800,237 -- --
State Street Research
Money Market Portfolio
(1,460,733 Shares; cost
$15,541,278)........... -- -- $15,161,239 --
State Street Research
Diversified Portfolio
(99,032,409 Shares;
cost $1,543,930,177)... -- -- -- $1,681,570,311
State Street Research
Aggressive Growth
Portfolio (43,790,354
Shares; cost
$1,081,851,669)........ -- -- -- --
MetLife Stock Index
Portfolio (65,152,197
Shares; cost
$1,266,475,267)........ -- -- -- --
State Street Research
International Stock
Portfolio (19,531,768
Shares; cost
$247,055,313).......... -- -- -- --
Loomis Sayles High Yield
Bond Portfolio
(2,536,730 Shares; cost
$27,107,206)........... -- -- -- --
Janus Mid Cap Portfolio
(7,644,528 Shares; cost
$89,447,130)........... -- -- -- --
T. Rowe Price Small Cap
Growth Portfolio
(7,337,437 Shares; cost
$86,432,663)........... -- -- -- --
Scudder Global Equity
Portfolio (5,062,412
Shares; cost
$54,831,199)........... -- -- -- --
INVESTMENTS IN FIDELITY
VARIABLE INSURANCE
PRODUCTS FUNDS AT VALUE
(NOTE 1A):
Money Market Portfolio
(966,486 Shares; cost
$966,486).............. -- -- -- --
Equity-Income Portfolio
(4,355,672 Shares; cost
$83,199,097)........... -- -- -- --
Growth Portfolio
(2,872,991 Shares; cost
$80,366,998)........... -- -- -- --
Overseas Portfolio
(1,090,386 Shares; cost
$19,274,185)........... -- -- -- --
Investment Grade Bond
Portfolio (507,731
Shares; cost
$6,059,612)............ -- -- -- --
Asset Manager Portfolio
(2,695,446 Shares; cost
$40,638,721)........... -- -- -- --
INVESTMENTS IN ACACIA
CAPITAL CORP. AT VALUE
(NOTE 1A):
Calvert Responsibly
Invested Balanced
Portfolio (17,234,766
Shares; cost
$29,490,195)........... -- -- -- --
Calvert Responsibly
Invested Capital
Accumulation Portfolio
(157,137 Shares; cost
$3,713,250)............ -- -- -- --
-------------- ------------ ----------- --------------
Total investments.... 1,896,873,216 349,800,237 15,161,239 1,681,570,311
Cash.................... 0 0 0 0
-------------- ------------ ----------- --------------
Total assets......... 1,896,873,216 349,800,237 15,161,239 1,681,570,311
LIABILITIES............. 0 0 0 0
-------------- ------------ ----------- --------------
NET ASSETS.............. $1,896,873,216 $349,800,237 $15,161,239 $1,681,570,311
============== ============ =========== ==============

See Notes to Financial Statements.

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[Enlarge/Download Table]

LOOMIS SAYLES
VARIABLE VARIABLE VARIABLE AGGRESSIVE STOCK INTERNATIONAL HIGH YIELD
B C D GROWTH INDEX STOCK BOND
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
-------- ---------- -------- -------------- -------------- ------------- -------------

$80,651,141 $3,357,812 $27,260 -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- $1,209,051,660 -- -- --
-- -- -- -- $1,875,080,239 -- --
-- -- -- -- -- $227,935,733 --
-- -- -- -- -- -- $25,722,444
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
----------- ---------- ------- -------------- -------------- ------------ -----------
80,651,141 3,357,812 27,260 1,209,051,660 1,875,080,239 227,935,733 25,722,444
0 0 0 0 0 0 0
----------- ---------- ------- -------------- -------------- ------------ -----------
80,651,141 3,357,812 27,260 1,209,051,660 1,875,080,239 227,935,733 25,722,444
0 0 0 0 0 0 0
----------- ---------- ------- -------------- -------------- ------------ -----------
$80,651,141 $3,357,812 $27,260 $1,209,051,660 $1,875,080,239 $227,935,733 $25,722,444
=========== ========== ======= ============== ============== ============ ===========

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METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1997

[Download Table]

T. ROWE PRICE
JANUS SMALL CAP SCUDDER FIDELITY
MID CAP GROWTH GLOBAL EQUITY MONEY MARKET
DIVISION DIVISION DIVISION DIVISION
----------- ------------- ------------- ------------

ASSETS:
INVESTMENTS IN
METROPOLITAN SERIES
FUND, INC. AT VALUE
(NOTE 1A):
State Street Research
Growth Portfolio
(62,058,566 Shares; cost
$1,683,222,783)......... -- -- -- --
State Street Research
Growth Income Portfolio
(27,630,350 Shares; cost
$350,718,397)........... -- -- -- --
State Street Research
Growth Money Market
Portfolio (1,460,733
Shares; cost
$15,541,278)............ -- -- -- --
State Street Research
Growth Diversified
Portfolio (99,032,409
Shares; cost
$1,543,930,177)......... -- -- -- --
State Street Research
Growth Aggressive Growth
Portfolio (43,790,354
Shares; cost
$1,081,851,669)......... -- -- -- --
MetLife Stock Index
Portfolio (65,152,197
Shares; cost
$1,266,475,267)......... -- -- -- --
State Street Research
International Stock
Portfolio (19,531,768
Shares; cost
$247,055,313)........... -- -- -- --
Loomis Sayles High Yield
Bond Portfolio
(2,536,730 Shares; cost
$27,107,206)............ -- -- -- --
Janus Mid Cap Portfolio
(7,644,528 Shares; cost
$89,447,130)............ $97,620,625 -- -- --
T. Rowe Price Small Cap
Growth Portfolio
(7,337,437 Shares; cost
$86,432,663)............ -- $87,168,750 -- --
Scudder Global Equity
Portfolio (5,062,412
Shares; cost
$54,831,199)............ -- -- $54,927,167 --
INVESTMENTS IN FIDELITY
VARIABLE INSURANCE
PRODUCTS FUNDS AT VALUE
(NOTE 1A):
Money Market Portfolio
(966,486 Shares; cost
$966,486)............... -- -- -- $966,486
Equity-Income Portfolio
(4,355,672 Shares; cost
$83,199,097)............ -- -- -- --
Growth Portfolio
(2,872,991 Shares; cost
$80,366,998)............ -- -- -- --
Overseas Portfolio
(1,090,386 Shares; cost
$19,274,185)............ -- -- -- --
Investment Grade Bond
Portfolio (507,731
Shares; cost
$6,059,612)............. -- -- -- --
Asset Manager Portfolio
(2,695,446 Shares; cost
$40,638,721)............ -- -- -- --
INVESTMENTS IN ACACIA
CAPITAL CORP. AT VALUE
(NOTE 1A):
Calvert Responsibly
Invested Balanced
Portfolio (17,234,766
Shares; cost
$29,490,195)............ -- -- -- --
Calvert Responsibly
Invested Capital
Accumulation Portfolio
(157,137 Shares; cost
$3,713,250)............. -- -- -- --
----------- ----------- ----------- --------
Total investments..... 97,620,625 87,168,750 54,927,167 966,486
Cash..................... 0 0 0 0
----------- ----------- ----------- --------
Total assets.......... 97,620,625 87,168,750 54,927,167 966,486
LIABILITIES.............. 0 0 0 0
----------- ----------- ----------- --------
NET ASSETS............... $97,620,625 $87,168,750 $54,927,167 $966,486
=========== =========== =========== ========

See Notes to Financial Statements.

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CALVERT CALVERT
FIDELITY RESPONSIBLY RESPONSIBLY
EQUITY- FIDELITY FIDELITY FIDELITY FIDELITY INVESTED INVESTED CAPITAL
INCOME GROWTH OVERSEAS INVESTMENT GRADE ASSET MANAGER BALANCED ACCUMULATION
DIVISION DIVISION DIVISION BOND DIVISION DIVISION DIVISION DIVISION
-------- ------------ ----------- ---------------- ------------- ----------- ----------------

-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
-- -- -- -- -- -- --
$105,755,717 -- -- -- -- -- --
-- $106,587,963 -- -- -- -- --
-- -- $20,935,415 -- -- -- --
-- -- -- $6,377,104 -- -- --
-- -- -- -- $48,544,991 -- --
-- -- -- -- -- $34,159,306 --
-- -- -- -- -- -- $4,187,693
------------ ------------ ----------- ---------- ----------- ----------- ----------
105,755,717 106,587,963 20,935,415 6,377,104 48,544,991 34,159,306 4,187,693
0 0 0 0 0 2,974 0
------------ ------------ ----------- ---------- ----------- ----------- ----------
105,755,717 106,587,963 20,935,415 6,377,104 48,544,991 34,162,280 4,187,693
0 0 0 0 0 0 0
------------ ------------ ----------- ---------- ----------- ----------- ----------
$105,755,717 $106,587,963 $20,935,415 $6,377,104 $48,544,991 $34,162,280 $4,187,693
============ ============ =========== ========== =========== =========== ==========

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METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

FOR THE PERIOD ENDED DECEMBER 31, 1997

[Download Table]

MONEY
GROWTH INCOME MARKET DIVERSIFIED
DIVISION DIVISION DIVISION DIVISION
------------ ----------- -------- ------------

INVESTMENT INCOME
Income:
Dividends (Note 2)........... $333,055,350 $23,547,792 $830,238 $253,057,485
Expenses (Note 3)............ 20,619,219 4,185,224 259,432 18,574,713
------------ ----------- -------- ------------
Net investment income (loss).. 312,436,131 19,362,568 570,806 234,482,772
------------ ----------- -------- ------------
NET REALIZED AND UNREALIZED
GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) from
security transactions........ 6,497,968 (126,809) (61,502) 1,893,876
Change in net unrealized
appreciation (depreciation)
of investments for the
period....................... 48,676,440 7,592,639 113,994 11,070,885
------------ ----------- -------- ------------
Net realized and unrealized
gain (loss) on investments
(Note 1B).................... 55,174,408 7,465,830 52,492 12,964,761
------------ ----------- -------- ------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS................... $367,610,539 $26,828,398 $623,298 $247,447,533
============ =========== ======== ============

See Notes To Financial Statements.

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[Download Table]

LOOMIS SAYLES
VARIABLE VARIABLE VARIABLE AGGRESSIVE STOCK INTERNATIONAL HIGH YIELD
B C D GROWTH INDEX STOCK BOND
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
-------- -------- -------- ----------- ------------ ------------- -------------

$14,793,283 $611,102 $4,904 $48,816,878 $ 37,204,368 -- $ 1,146,660
749,244 1 -- 14,731,347 18,242,225 $ 3,164,216 126,854
----------- -------- ------ ----------- ------------ ----------- -----------
14,044,039 611,101 4,904 34,085,531 18,962,143 (3,164,216) 1,019,806
----------- -------- ------ ----------- ------------ ----------- -----------
3,829,803 137,612 -- 15,321,830 8,877,389 (2,561,487) 184,410
534,415 36,345 1,175 13,987,705 342,650,486 (1,434,374) (1,384,762)
----------- -------- ------ ----------- ------------ ----------- -----------
4,364,218 173,957 1,175 29,309,535 351,527,875 (3,995,861) (1,200,352)
----------- -------- ------ ----------- ------------ ----------- -----------
$18,408,257 $785,058 $6,079 $63,395,066 $370,490,018 $(7,160,077) $ (180,546)
=========== ======== ====== =========== ============ =========== ===========

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METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

FOR THE PERIOD ENDED DECEMBER 31, 1997

[Download Table]

T. ROWE PRICE FIDELITY
JANUS SMALL CAP SCUDDER MONEY
MID CAP GROWTH GLOBAL EQUITY MARKET
DIVISION DIVISION DIVISION DIVISION
---------- ------------- ------------- --------

INVESTMENT INCOME
Income:
Dividends (Note 2)............ $ 383,165 $ 9,439 $ 568,789 $66,406
Expenses (Note 3)............. 381,056 362,896 283,126 14,720
---------- ---------- ---------- -------
Net investment income (loss)... 2,109 (353,457) 285,663 51,686
---------- ---------- ---------- -------
NET REALIZED AND UNREALIZED
GAIN
ON INVESTMENTS:
Net realized gain from security
transactions.................. 57,975 2,457,885 719,374 --
Change in net unrealized
appreciation of investments
for the period................ 8,173,495 736,087 95,969 --
---------- ---------- ---------- -------
Net realized and unrealized
gain on investments (Note 1B). 8,231,470 3,193,972 815,343 --
---------- ---------- ---------- -------
NET INCREASE IN NET ASSETS
RESULTING FROM
OPERATIONS.................... $8,233,579 $2,840,515 $1,101,006 $51,686
========== ========== ========== =======

See Notes To Financial Statements.

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[Enlarge/Download Table]

CALVERT CALVERT
FIDELITY FIDELITY FIDELITY RESPONSIBLY RESPONSIBLY
EQUITY- FIDELITY FIDELITY INVESTMENT ASSET INVESTED INVESTED CAPITAL
INCOME GROWTH OVERSEAS GRADE BOND MANAGER BALANCED ACCUMULATION
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
-------- -------- -------- ---------- -------- ----------- ----------------

$ 6,654,894 $ 2,679,556 $1,172,764 $276,728 $4,432,298 $2,374,429 $433,099
774,832 831,726 170,579 49,206 375,634 338,753 32,770
----------- ----------- ---------- -------- ---------- ---------- --------
5,880,062 1,847,830 1,002,185 227,522 4,056,664 2,035,676 400,329
----------- ----------- ---------- -------- ---------- ---------- --------
902,758 944,696 216,812 3,852 347,820 151,820 100,397
12,283,740 14,542,481 257,625 189,479 3,041,696 2,646,711 209,797
----------- ----------- ---------- -------- ---------- ---------- --------
13,186,498 15,487,177 474,437 193,331 3,389,516 2,798,531 310,194
----------- ----------- ---------- -------- ---------- ---------- --------
$19,066,560 $17,335,007 $1,476,622 $420,853 $7,446,180 $4,834,207 $710,523
=========== =========== ========== ======== ========== ========== ========

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METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

[Download Table]

GROWTH DIVISION INCOME DIVISION
------------------------------ --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
-------------- -------------- ------------ ------------

INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income. $ 312,436,131 $ 106,193,806 $ 19,362,568 $ 16,879,997
Net realized gain
(loss) from security
transactions......... 6,497,968 4,171,722 (126,809) (415,755)
Change in net
unrealized
appreciation
(depreciation) of
investments.......... 48,676,440 86,004,634 7,592,639 (8,798,638)
-------------- -------------- ------------ ------------
Net increase in net
assets resulting from
operations........... 367,610,539 196,370,162 26,828,398 7,665,604
-------------- -------------- ------------ ------------
From capital
transactions:
Purchases............. 249,917,031 207,046,963 39,798,504 51,586,091
Redemptions........... (77,812,386) (47,250,025) (24,359,461) (21,951,226)
-------------- -------------- ------------ ------------
Total net purchase
payments
(redemptions)....... 172,104,645 159,796,938 15,439,043 29,634,865
Net portfolio
transfers............ 95,147,417 67,651,148 (24,010,205) (11,090,781)
Net other transfers... (546,518) (9,196) (143,664) (52,498)
-------------- -------------- ------------ ------------
Net increase
(decrease) in net
assets resulting from
capital transactions. 266,705,544 227,438,890 (8,714,826) 18,491,586
-------------- -------------- ------------ ------------
NET CHANGE IN NET
ASSETS................ 634,316,083 423,809,052 18,113,572 26,157,190
NET ASSETS--BEGINNING
OF PERIOD............. 1,262,557,133 838,748,081 331,686,665 305,529,475
-------------- -------------- ------------ ------------
NET ASSETS--END OF
PERIOD................ $1,896,873,216 $1,262,557,133 $349,800,237 $331,686,665
============== ============== ============ ============

See Notes To Financial Statements.

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[Enlarge/Download Table]

MONEY MARKET DIVISION DIVERSIFIED DIVISION VARIABLE B DIVISION
---------------------------- ------------------------------ --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996 1997 1996
------------ ------------ -------------- -------------- ------------ ------------

$ 570,806 $ 584,365 $ 234,482,772 $ 93,007,852 $14,044,039 $ 5,997,054
(61,502) 68,719 1,893,876 3,492,578 3,829,803 3,203,484
113,994 3,951 11,070,885 36,249,671 534,415 3,491,182
----------- ----------- -------------- -------------- ----------- -----------
623,298 657,035 247,447,533 132,750,101 18,408,257 12,691,720
----------- ----------- -------------- -------------- ----------- -----------
397,750 570,312 238,990,700 194,398,278 326,373 328,479
(6,154,143) (3,423,459) (81,574,039) (59,132,388) (7,677,640) (6,037,182)
----------- ----------- -------------- -------------- ----------- -----------
(5,756,393) (2,853,147) 157,416,661 135,265,890 (7,351,267) (5,708,703)
2,578,299 (1,245,903) 58,667,151 22,510,031 1,983 (309)
(3,158) (10,233) (236,355) 12,072 (170,031) (331,290)
----------- ----------- -------------- -------------- ----------- -----------
(3,181,252) (4,109,283) 215,847,457 157,787,993 (7,519,315) (6,040,302)
----------- ----------- -------------- -------------- ----------- -----------
(2,557,954) (3,452,248) 463,294,990 290,538,094 10,888,942 6,651,418
17,719,193 21,171,441 1,218,275,321 927,737,227 69,762,199 63,110,781
----------- ----------- -------------- -------------- ----------- -----------
$15,161,239 $17,719,193 $1,681,570,311 $1,218,275,321 $80,651,141 $69,762,199
=========== =========== ============== ============== =========== ===========

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METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

[Download Table]

VARIABLE C DIVISION VARIABLE D DIVISION
------------------------- -------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
------------ ------------ ------------ ------------

INCREASE (DECREASE) IN NET
ASSETS:
From operations:
Net investment income
(loss)................... $ 611,101 $ 277,122 $ 4,904 $ 2,014
Net realized gain (loss)
from security
transactions............. 137,612 105,332 -- 896
Change in net unrealized
appreciation
(depreciation) of
investments.............. 36,345 171,682 1,175 1,091
---------- ---------- ------- -------
Net increase in net assets
resulting from
operations............... 785,058 554,136 6,079 4,001
---------- ---------- ------- -------
From capital transactions:
Purchases................. 300 1,000 -- --
Redemptions............... (319,697) (226,707) -- --
---------- ---------- ------- -------
Total net purchase
payments (redemptions).. (319,397) (225,707) -- --
Net portfolio transfers... -- -- -- --
Net other transfers....... 466 (504) -- (2,842)
---------- ---------- ------- -------
Net increase (decrease) in
net assets resulting from
capital transactions..... (318,931) (226,211) -- (2,842)
---------- ---------- ------- -------
NET CHANGE IN NET ASSETS... 466,127 327,925 6,079 1,159
NET ASSETS--BEGINNING OF
PERIOD.................... 2,891,685 2,563,760 21,181 20,022
---------- ---------- ------- -------
NET ASSETS--END OF PERIOD.. $3,357,812 $2,891,685 $27,260 $21,181
========== ========== ======= =======

See Notes To Financial Statements.

485BPOS 220th Page of 281 TOC 1st Previous Next ↓Bottom Just 220th
[Enlarge/Download Table]

AGGRESSIVE GROWTH DIVISION STOCK INDEX DIVISION INTERNATIONAL STOCK DIVISION
------------------------------ ------------------------------ ------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996 1997 1996
-------------- -------------- -------------- -------------- -------------- --------------

$ 34,085,531 $ 18,038,207 $ 18,962,143 $ 14,700,218 $ (3,164,216) $ (485,931)
15,321,830 13,995,174 8,877,389 9,267,016 (2,561,487) (567,290)
13,987,705 19,528,943 342,650,486 136,211,926 (1,434,374) (7,824,933)
-------------- -------------- -------------- -------------- -------------- --------------
63,395,066 51,562,324 370,490,018 160,179,160 (7,160,077) (8,878,154)
-------------- -------------- -------------- -------------- -------------- --------------
171,573,548 250,138,007 308,799,941 202,848,091 33,496,666 54,610,204
(72,387,858) (43,739,761) (68,325,409) (34,997,519) (15,919,233) (14,057,311)
-------------- -------------- -------------- -------------- -------------- --------------
99,185,690 206,398,246 240,474,532 167,850,572 17,577,433 40,552,893
(119,817,089) 50,537,656 212,625,487 120,978,787 (45,918,018) (35,222,825)
63,854 3,398,268 (335,284) 52,966 60,592 325,191
-------------- -------------- -------------- -------------- -------------- --------------
(20,567,545) 260,334,170 452,764,735 288,882,325 (28,279,993) 5,655,259
-------------- -------------- -------------- -------------- -------------- --------------
42,827,521 311,896,494 823,254,753 449,061,485 (35,440,070) (3,222,895)
1,166,224,139 854,327,645 1,051,825,486 602,764,001 263,375,803 266,598,698
-------------- -------------- -------------- -------------- -------------- --------------
$1,209,051,660 $1,166,224,139 $1,875,080,239 $1,051,825,486 $ 227,935,733 $ 263,375,803
============== ============== ============== ============== ============== ==============

485BPOS 221st Page of 281 TOC 1st Previous Next ↓Bottom Just 221st
METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

[Enlarge/Download Table]

LOOMIS SAYLES T. ROWE PRICE
HIGH YIELD JANUS MID CAP SMALL CAP GROWTH SCUDDER GLOBAL
BOND DIVISION DIVISION DIVISION EQUITY DIVISION
---------------- ---------------- ---------------- ----------------
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
MARCH 3, 1997 TO MARCH 3, 1997 TO MARCH 3, 1997 TO MARCH 3, 1997 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1997 1997 1997
---------------- ---------------- ---------------- ----------------

INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)............... $ 1,019,806 $ 2,109 $ (353,457) $ 285,663
Net realized gain from
security
transactions......... 184,410 57,975 2,457,885 719,374
Change in net
unrealized
appreciation
(depreciation) of
investments.......... (1,384,762) 8,173,495 736,087 95,969
----------- ----------- ----------- -----------
Net increase
(decrease) in net
assets resulting from
operations........... (180,546) 8,233,579 2,840,515 1,101,006
----------- ----------- ----------- -----------
From capital
transactions:
Purchases............. 9,038,204 31,188,159 24,330,706 17,723,159
Redemptions........... (326,516) (611,183) (606,809) (497,060)
----------- ----------- ----------- -----------
Total net purchase
payments
(redemptions)....... 8,711,688 30,576,976 23,723,897 17,226,099
Net portfolio
transfers............ 17,193,951 58,809,887 60,568,369 36,602,047
Net other transfers... (2,649) 183 35,969 (1,985)
----------- ----------- ----------- -----------
Net increase
(decrease) in net
assets resulting from
capital transactions. 25,902,990 89,387,046 84,328,235 53,826,161
----------- ----------- ----------- -----------
NET CHANGE IN NET
ASSETS................ 25,722,444 97,620,625 87,168,750 54,927,167
NET ASSETS--BEGINNING
OF PERIOD............. -- -- -- --
----------- ----------- ----------- -----------
NET ASSETS--END OF
PERIOD................ $25,722,444 $97,620,625 $87,168,750 $54,927,167
=========== =========== =========== ===========

See Notes To Financial Statements.

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[Enlarge/Download Table]

FIDELITY EQUITY-
FIDELITY MONEY MARKET DIVISION INCOME DIVISION FIDELITY GROWTH DIVISION
--------------------------------- -------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996 1997 1996
--------------- --------------- ------------ ------------ ------------ ------------

$ 51,686 $ 29,275 $ 5,880,062 $ 1,278,022 $ 1,847,830 $ 2,688,578
-- -- 902,758 536,084 944,696 749,434
-- -- 12,283,740 4,720,111 14,542,481 3,570,146
--------------- --------------- ------------ ----------- ------------ -----------
51,686 29,275 19,066,560 6,534,217 17,335,007 7,008,158
--------------- --------------- ------------ ----------- ------------ -----------
1,709,406 790,399 25,190,127 22,048,401 24,392,152 23,398,367
(625,611) (36,362) (3,436,986) (1,329,666) (4,446,973) (1,970,202)
--------------- --------------- ------------ ----------- ------------ -----------
1,083,795 754,037 21,753,141 20,718,735 19,945,179 21,428,165
(1,377,016) (56,874) 3,353,825 (346,911) (655,169) (334,126)
(157) 2 (136,781) (178,878) (196,055) 17,720
--------------- --------------- ------------ ----------- ------------ -----------
(293,378) 697,165 24,970,185 20,192,946 19,093,955 21,111,759
--------------- --------------- ------------ ----------- ------------ -----------
(241,692) 726,440 44,036,745 26,727,163 36,428,962 28,119,917
1,208,178 481,738 61,718,972 34,991,809 70,159,001 42,039,084
--------------- --------------- ------------ ----------- ------------ -----------
$ 966,486 $ 1,208,178 $105,755,717 $61,718,972 $106,587,963 $70,159,001
=============== =============== ============ =========== ============ ===========

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METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

[Enlarge/Download Table]

FIDELITY
FIDELITY OVERSEAS DIVISION INVESTMENT GRADE BOND DIVISION
----------------------------- ---------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996
------------- ------------- --------------- ---------------

INCREASE IN NET ASSETS:
From operations:
Net investment income
(loss)............... $ 1,002,185 $ 83,610 $ 227,522 $ 113,356
Net realized gain from
security
transactions......... 216,812 69,554 3,852 58,065
Change in net
unrealized
appreciation
(depreciation) of
investments.......... 257,625 970,598 189,479 (85,783)
------------- ------------- --------------- ---------------
Net increase in net
assets resulting from
operations........... 1,476,622 1,123,762 420,853 85,638
------------- ------------- --------------- ---------------
From capital
transactions:
Purchases............. 5,937,652 4,318,540 1,709,517 1,632,724
Redemptions........... (998,231) (313,735) (322,055) (227,234)
------------- ------------- --------------- ---------------
Total net purchase
payments
(redemptions)....... 4,939,421 4,004,805 1,387,462 1,405,490
Net portfolio
transfers............ 1,713,260 1,030,103 146,741 33,900
Net other transfers... (55,988) 1,096 (6,024) 70
------------- ------------- --------------- ---------------
Net increase in net
assets resulting from
capital transactions. 6,596,693 5,036,004 1,528,179 1,439,460
------------- ------------- --------------- ---------------
NET CHANGE IN NET
ASSETS................ 8,073,315 6,159,766 1,949,032 1,525,098
NET ASSETS--BEGINNING
OF PERIOD............. 12,862,100 6,702,334 4,428,072 2,902,974
------------- ------------- --------------- ---------------
NET ASSETS--END OF
PERIOD................ $ 20,935,415 $ 12,862,100 $ 6,377,104 $ 4,428,072
============= ============= =============== ===============

See Notes To Financial Statements.

485BPOS 224th Page of 281 TOC 1st Previous Next ↓Bottom Just 224th
[Download Table]

CALVERT RESPONSIBLY
CALVERT RESPONSIBLY INVESTED
FIDELITY INVESTED CAPITAL ACCUMULATION
ASSET MANAGER DIVISION BALANCED DIVISION DIVISION
---------------------------- -------------------------- -------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1997 1996 1997 1996
------------ ------------ ------------ ------------ ------------ ------------

$ 4,056,664 $ 1,460,270 $ 2,035,676 $ 1,547,287 $ 400,329 $ (14,838)
347,820 123,178 151,820 100,445 100,397 15,739
3,041,696 2,319,810 2,646,711 566,392 209,797 126,449
----------- ----------- ----------- ----------- ---------- ----------
7,446,180 3,903,258 4,834,207 2,214,124 710,523 127,350
----------- ----------- ----------- ----------- ---------- ----------
8,743,739 8,803,248 6,187,385 5,452,236 1,282,313 1,411,338
(2,253,580) (1,258,380) (788,932) (413,069) (249,576) (35,043)
----------- ----------- ----------- ----------- ---------- ----------
6,490,159 7,544,868 5,398,453 5,039,167 1,032,737 1,376,295
(1,142,965) (1,444,740) 153,472 52,606 (416,766) 95,147
(216,127) 260 (38,181) 38,711 (7,471) 122
----------- ----------- ----------- ----------- ---------- ----------
5,131,067 6,100,388 5,513,744 5,130,484 608,500 1,471,564
----------- ----------- ----------- ----------- ---------- ----------
12,577,247 10,003,646 10,347,951 7,344,608 1,319,023 1,598,914
35,967,744 25,964,098 23,814,329 16,469,721 2,868,670 1,269,756
----------- ----------- ----------- ----------- ---------- ----------
$48,544,991 $35,967,744 $34,162,280 $23,814,329 $4,187,693 $2,868,670
=========== =========== =========== =========== ========== ==========

485BPOS 225th Page of 281 TOC 1st Previous Next ↓Bottom Just 225th
METROPOLITAN LIFE SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997

Metropolitan Life Separate Account E (the "Separate Account") is a multi-
division unit investment trust registered under the Investment Company Act of
1940. Eleven investment divisions correspond to the State Street Research
Growth, State Street Research Income, State Street Research Money Market,
State Street Research Diversified, State Street Research Aggressive Growth,
MetLife Stock Index, State Street Research International Stock, Loomis Sayles
High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth, and Scudder
Global Equity Portfolios of the Metropolitan Series Fund, Inc. (the "Fund").
The assets in the Variable B, Variable C, and Variable D Divisions are
restricted to investing in the Growth Portfolio of the Fund. The Fidelity
Money Market, Equity-Income, Growth, Overseas, Investment Grade Bond, and
Asset Manager Divisions correspond to the Money Market, Equity Income, Growth,
Overseas, Investment Grade Bond, and Asset Manager Portfolios of Fidelity's
Variable Insurance Products Fund and Fidelity's Variable Insurance Products
Fund II ("Fidelity"). The Calvert Responsibly Invested Balanced Division and
Calvert Responsibly Invested Capital Accumulation Division correspond to the
Calvert Responsibly Invested Balanced Portfolio and Calvert Responsibly
Invested Capital Accumulation Portfolio, respectively, of the Acacia Capital
Corporation ("Calvert"). Separate Account investments in shares of State
Street Research International Stock, Fidelity Money Market, Fidelity Equity
Income, Fidelity Growth, Fidelity Overseas, Fidelity Investment Grade Bond and
Fidelity Asset Manager Portfolios commenced on July 1, 1991. Separate Account
Investments in shares of the Calvert Responsibly Invested Balanced Portfolio
and the Calvert Responsibly Invested Capital Accumulation Portfolio commenced
on September 17, 1991 and January 7, 1992, respectively. Each portfolio has
specific objectives relative to growth of capital and income.

The Separate Account was formed by Metropolitan Life Insurance Company
("Metropolitan Life") on September 27, 1983, and registered as a unit
investment trust on April 6, 1984. The assets of the Separate Account are the
property of Metropolitan Life.

A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting principals, is set forth below:

1.SIGNIFICANT ACCOUNTING POLICIES

A.VALUATION OF INVESTMENTS

Investments in shares of the Fund are valued at the reported net asset
values of the respective portfolios. The method used to value the Fund's
investments at December 31, 1997 are described in the Fund's 1997 Annual
Report.

Investments in shares of Fidelity are valued at the reported net asset
values of the respective portfolios. The methods used to value
Fidelity's investments at December 31, 1997 are described in Fidelity's
1997 Annual Report.

Investments in shares of Calvert are valued at the reported net asset
value of the Calvert Responsibly Invested Balanced Portfolio and Calvert
Responsibly Invested Capital Accumulation Portfolio. The methods used to
value Calvert's investments at December 31, 1997 are described in
Calvert's 1997 Annual Report.

B.SECURITY TRANSACTIONS

Purchases and sales are recorded on the trade date. Realized gains and
losses on sales of investments are determined on the basis of identified
cost.

C.FEDERAL INCOME TAXES

In the opinion of counsel of Metropolitan Life, the Separate Account
will be treated as a part of Metropolitan Life and its operations, and
the Separate Account will not be taxed separately as a "regulated
investment company" under existing law. Metropolitan Life is taxed as a
life insurance company. The contracts permit Metropolitan Life to charge
against the Separate Account any taxes, attributable to the maintenance
or operation of the Separate Account. Metropolitan Life does not
anticipate, under existing law, that any federal income taxes will be
charged against the Separate Account in determining the value of amounts
under a contract.

485BPOS 226th Page of 281 TOC 1st Previous Next ↓Bottom Just 226th
METROPOLITAN LIFE SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997

D.PURCHASE PAYMENTS

Purchase payments received by Metropolitan Life are credited as Accumulation
Units as of the end of the valuation period in which received, as provided in
the prospectus.

E.ACCUMULATION UNITS

As of December 31, 1997, there were 316,904,538 Accumulation Units
outstanding, which consisted of 64,629,856 Accumulation Units in the Growth
Division, 18,136,311 Accumulation Units in the Income Division, 868,495
Accumulation Units in the Money Market Division, 70,270,238 Accumulation Units
in the Diversified Division, 46,626,168 Accumulation Units in the Aggressive
Growth Division, 63,614,471 Accumulation Units in the Stock Index Division,
17,144,628 Accumulation Units in the International Stock Division, 2,446,124
Accumulation Units in the Loomis Sayles High Yield Bond Division, 7,684,553
Accumulation Units in the Janus Mid Cap Division, 7,393,034 Accumulation Units
in the T. Rowe Price Small Cap Growth Division, 5,056,843 Accumulation Units
in the Scudder Global Equity Division, 117,840 Accumulation units in the
Fidelity Money Market Division, 3,497,790 Accumulation Units in the Fidelity
Equity-Income Division, 3,673,133 Accumulation Units in the Fidelity Growth
Division, 1,191,033 Accumulation Units in the Fidelity Overseas Division,
412,912 Accumulation Units in the Fidelity Investment Grade Bond Division,
2,357,279 Accumulation Units in the Fidelity Asset Manager Division, 1,580,091
Accumulation Units in the Calvert Responsibly Invested Balanced Division, and
203,739 Accumulation Units in the Calvert Responsibly Invested Capital
Accumulation Division. In addition to the above mentioned Accumulation Units,
there were cash reserves of $2,107,932 and $27,260 applicable to contracts
receiving annuity payout under the Variable Account B Division and Variable
Account D Division, respectively, and $11,338,071 in cash reserves for
Preference Plus (PPA) Immediate Annuities.

2. DIVIDENDS

On April 16, 1997, and December 18, 1997, the Fund declared dividends for
all shareholders of record on April 25, 1997, and December 30, 1997,
respectively. The amount of dividends received by the Separate Account from
the Fund was $714,029,463. The dividends were paid to MetLife on April 25,
1997, and December 30, 1997, respectively, and were immediately reinvested in
additional shares of the portfolio in which each of the investment divisions
invest. As a result of these reinvestments, number of shares of the Fund held
by each of the thirteen investment divisions increased by the following:
Growth Division 10,836,844 shares, Income Division 1,861,892 shares, Money
Market Division 80,013 shares, Diversified Division 15,168,239 shares,
Variable B Division 482,296 shares, Variable C Division 19,916 shares,
Variable D Division 160 shares, Aggressive Growth Division 2,051,658 shares,
Stock Index Division 1,327,231 shares, Loomis Sayles High Yield Bond Division
113,494 shares, Janus Mid Cap Division 31,077 shares, T. Rowe Price Small Cap
Growth Division 822 shares, and Scudder Global Equity Division 52,577 shares.

On the last working day of each month, Fidelity paid Metropolitan Life
dividends for the Fidelity Money Market Division. For 1997 the dividends
aggregate to $66,406. They were immediately reinvested and increased the
number of shares owned by the Fidelity Money Market Division by 66,406 shares.

On February 7, 1997, Fidelity paid Metropolitan Life a dividend of
$15,216,240 for the Fidelity Growth, Fidelity Overseas, Fidelity Investment
Grade Bond, Fidelity Asset Manager, and Fidelity Equity-Income Divisions. The
dividends were immediately reinvested and increased the number of shares owned
as follows: Fidelity Growth Division 84,904 shares, Fidelity Overseas Division
67,672 shares, Fidelity Investment Grade Bond Division 23,815 shares, Fidelity
Asset Manager Division 287,252 shares, and Fidelity Equity Income Division
336,106 shares.

On December 31, 1997, Calvert paid Metropolitan Life dividends of $2,807,528
for the Calvert Responsibly Invested Balanced Division and for the Calvert
Responsibly Invested Capital Accumulation Division, which were immediately
reinvested, increasing the number of shares owned by the Calvert Responsibly
Invested Balanced Division and the Calvert Responsibly Invested Capital
Accumulation Division by 1,197,997 and 16,251 shares, respectively.

3. EXPENSES

Metropolitan Life applies a daily charge against the Separate Account for
general administrative expenses and for the mortality and expense risk assumed
by Metropolitan Life. This charge is equivalent to an effective annual rate

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METROPOLITAN LIFE SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997

of 1.5% of the average daily values of the assets in the Separate Account for
VestMet contracts and 1.25% for Preference Plus contracts. Of this charge,
Metropolitan Life estimates .75% is for general administrative expenses for
VestMet contracts and .50% is for Preference Plus contracts and .75% is for
the mortality and expense risk on both contracts. However, for the enhanced
and Financial Freedom Account Contracts, the charge is equivalent to an
effective annual rate of .95% of the average daily value of the assets for
these contracts. Of this charge, Metropolitan Life estimates .20% is for
general administrative expenses and .75% is for mortality and expense risk.
The Variable B, C, and D contracts are charged for administrative expenses and
mortality and expense risk according to the rates under their respective
contracts.

4. NEW DIVISIONS

On March 3, 1997, four divisions were added to the Separate Account: Loomis
Sayles High Yield Bond Portfolio, Janus Mid Cap Portfolio, T. Rowe Price Small
Cap Growth Portfolio, and Scudder Global Equity Portfolio.

5. SUBSEQUENT EVENTS

Effective January 1, 1998, the name of the Acacia Capital Corporation was
changed to the Calvert Variable Series, Inc. Concurrently, the Calvert
Responsibly Invested Balanced Portfolio and the Calvert Responsibly Invested
Capital Accumulation Portfolio names were changed to the Calvert Social
Balanced Portfolio and the Calvert Social Mid Cap Growth Portfolio,
respectively.

485BPOS 228th Page of 281 TOC 1st Previous Next ↓Bottom Just 228th
INDEPENDENT AUDITORS' REPORT

Metropolitan Life Insurance Company:

We have audited the accompanying consolidated balance sheets of Metropolitan
Life Insurance Company (the "company") as of December 31, 1997 and 1996 and
the related consolidated statements of earnings, equity and cash flows for
each of the three years in the period ended December 31, 1997. These
consolidated financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of the company at
December 31, 1997 and 1996 and the consolidated results of its operations and
its consolidated cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the company
has changed the method of accounting for investment income on certain
structured securities.

Deloitte & Touche LLP

New York, New York

February 12, 1998, except for Note 17,

as to which the date is March 12, 1998

485BPOS 229th Page of 281 TOC 1st Previous Next ↓Bottom Just 229th
METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1997 AND 1996

(IN MILLIONS)

[Download Table]

NOTES 1997 1996
----- -------- --------

ASSETS
Investments:
Fixed Maturities:.................................... 2,15
Available for Sale, at Estimated Fair Value........ $ 92,630 $ 75,039
Held to Maturity, at Amortized Cost................ -- 11,322
Equity Securities.................................... 2,15 4,250 2,816
Mortgage Loans on Real Estate........................ 2,15 20,247 18,964
Policy Loans......................................... 15 5,846 5,842
Real Estate.......................................... 2 6,111 7,498
Real Estate Joint Ventures........................... 4 680 851
Other Limited Partnership Interests.................. 4 855 1,004
Leases and Leveraged Leases.......................... 2 2,123 1,763
Short-Term Investments............................... 15 705 741
Other Invested Assets................................ 2,338 2,692
-------- --------
Total Investments.................................. 135,785 128,532
Cash and Cash Equivalents.............................. 15 2,871 2,325
Deferred Policy Acquisition Costs...................... 6,436 7,227
Accrued Investment Income.............................. 1,860 1,611
Premiums and Other Receivables......................... 5 3,280 2,916
Deferred Income Taxes Recoverable...................... 6 -- 37
Other Assets........................................... 3,055 2,340
Separate Account Assets................................ 48,620 43,763
-------- --------
Total Assets........................................... $201,907 $188,751
======== ========
LIABILITIES AND EQUITY
Liabilities
Future Policy Benefits................................. 5 $ 72,125 $ 69,115
Policyholder Account Balances.......................... 15 48,533 47,674
Other Policyholder Funds............................... 4,681 4,758
Policyholder Dividends Payable......................... 1,373 1,348
Short- and Long-Term Debt.............................. 9,15 7,203 5,257
Income Taxes Payable:.................................. 6
Current.............................................. 480 599
Deferred............................................. 472 --
Other Liabilities...................................... 4,695 4,618
Separate Account Liabilities........................... 48,338 43,399
-------- --------
Total Liabilities...................................... 187,900 176,768
-------- --------
Commitments and Contingencies (Notes 2 and 10)
Equity
Retained Earnings...................................... 12,140 10,937
Net Unrealized Investment Gains........................ 3 1,898 1,028
Foreign Currency Translation Adjustments............... (31) 18
-------- --------
Total Equity........................................... 16 14,007 11,983
-------- --------
Total Liabilities and Equity........................... $201,907 $188,751
======== ========

See accompanying notes to consolidated financial statements.

485BPOS 230th Page of 281 TOC 1st Previous Next ↓Bottom Just 230th
METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE YEARS ENDED DECEMBER 31, 1997, AND 1996 AND 1995

(IN MILLIONS)

[Download Table]

NOTES 1997 1996 1995
----- ------- ------- -------

REVENUES
Premiums...................................... 5 $11,299 $11,462 $11,178
Universal Life and Investment-Type Product
Policy Fee Income............................ 1,458 1,243 1,177
Net Investment Income......................... 3 9,475 8,993 8,837
Investment Gains (Losses), Net................ 3 798 231 (157)
Commissions, Fees and Other Income............ 1,344 1,256 834
------- ------- -------
Total Revenues............................ 24,374 23,185 21,869
------- ------- -------
BENEFITS AND OTHER DEDUCTIONS
Policyholder Benefits......................... 5 12,328 12,399 11,915
Interest Credited to Policyholder Account Bal-
ances........................................ 2,874 2,868 3,143
Policyholder Dividends........................ 1,720 1,728 1,786
Other Operating Costs and Expenses............ 11 5,759 4,784 4,281
------- ------- -------
Total Benefits and Other Deductions....... 22,681 21,779 21,125
------- ------- -------
Earnings from Continuing Operations Before In-
come Taxes................................... 1,693 1,406 744
Income Taxes.................................. 6 476 482 407
------- ------- -------
Earnings from Continuing Operations........... 1,217 924 337
------- ------- -------
Discontinued Operations: 13
Loss from Discontinued Operations (Net of
Income Tax (Benefit) Expense of $(8) in
1997, $(18) in 1996 and $32 in 1995)....... (14) (52) (54)
(Loss) Gain on Disposal of Discontinued Op-
erations (Net of Income Tax (Benefit) Ex-
pense of $(11) in 1996 and $106 in 1995)... -- (19) 416
------- ------- -------
(Loss) Earnings from Discontinued Operations.. (14) (71) 362
------- ------- -------
Net Earnings.................................. 16 $ 1,203 $ 853 $ 699
======= ======= =======

See accompanying notes to consolidated financial statements.

485BPOS 231st Page of 281 TOC 1st Previous Next ↓Bottom Just 231st
METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

(IN MILLIONS)

[Download Table]

NOTES 1997 1996 1995
----- ------- ------- -------

Retained Earnings, Beginning of Year.......... $10,937 $10,084 $ 9,385
Net Earnings.................................. 1,203 853 699
------- ------- -------
Retained Earnings, End of Year................ 12,140 10,937 10,084
------- ------- -------
Net Unrealized Investment Gains (Losses), Be-
ginning of Year.............................. 1,028 1,646 (955)
Change in Unrealized Investment Gains (Loss-
es).......................................... 3 870 (618) 2,601
------- ------- -------
Net Unrealized Investment Gains, End of Year.. 1,898 1,028 1,646
------- ------- -------
Foreign Currency Translation Adjustments, Be-
ginning of Year.............................. 18 24 (2)
Change in Foreign Currency Translation Adjust-
ments........................................ (49) (6) 26
------- ------- -------
Foreign Currency Translation Adjustments, End
of Year...................................... (31) 18 24
------- ------- -------
Total Equity, End of Year..................... 16 $14,007 $11,983 $11,754
======= ======= =======

See accompanying notes to consolidated financial statements.

485BPOS 232nd Page of 281 TOC 1st Previous Next ↓Bottom Just 232nd
METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

(IN MILLIONS)

[Download Table]

1997 1996 1995
-------- -------- --------

Net Earnings $ 1,203 $ 853 $ 699
Adjustments to Reconcile Net Earnings to Net Cash
Provided by Operating Activities:

Change in Deferred Policy Acquisition Costs, Net. (159) (391) (376)

Change in Accrued Investment Income.............. (215) 350 (191)
Change in Premiums and Other Receivables......... (819) (106) (29)
Change in Undistributed Income of Real Estate
Joint Ventures and Other
Limited Partnership Interests................... 163 (45) (221)
Gains from Sales of Investments and Businesses,
Net............................................. (1,029) (428) (595)
Depreciation and Amortization Expenses........... 516 (18) 30
Interest Credited to Policyholder Account Bal-
ances........................................... 2,874 2,868 3,143
Universal Life and Investment-Type Product Policy
Fee Income...................................... (1,458) (1,243) (1,177)
Change in Future Policy Benefits................. 1,641 2,149 2,332
Change in Other Policyholder Funds............... 88 181 (66)
Change in Income Taxes Payable................... (99) (134) 327
Other, Net....................................... 512 (348) 947
-------- -------- --------
Net Cash Provided by Operating Activities.......... 3,218 3,688 4,823
-------- -------- --------
Cash Flows from Investing Activities
Sales, Maturities and Repayments of:
Fixed Maturities................................ 75,346 76,117 64,372
Equity Securities............................... 1,821 2,069 694
Mortgage Loans on Real Estate................... 2,381 2,380 3,182
Real Estate..................................... 1,875 1,948 1,193
Real Estate Joint Ventures...................... 205 410 387
Other Limited Partnership Interests............. 166 178 42
Leases and Leveraged Leases..................... 192 102 123
Purchases of:
Fixed Maturities................................ (76,603) (76,225) (66,693)
Equity Securities............................... (2,121) (2,742) (781)
Mortgage Loans on Real Estate................... (4,119) (4,225) (2,491)
Real Estate..................................... (387) (859) (904)
Real Estate Joint Ventures...................... (72) (130) (285)
Other Limited Partnership Interests............. (338) (307) (87)
Assets to be Leased............................. (738) (585) (383)
Net Change in Short-Term Investments.............. 37 1,028 (634)
Net Change in Policy Loans........................ 17 (128) (112)
Other, Net........................................ 442 45 (308)
-------- -------- --------
Net Cash Used by Investing Activities.............. (1,896) (924) (2,685)
-------- -------- --------
Cash Flows from Financing Activities
Policyholder Account Balances:
Deposits....................................... 16,061 17,167 16,017
Withdrawals.................................... (18,831) (19,321) (19,142)
Additions to Long-Term Debt....................... 828 -- 692
Repayments of Long-Term Debt...................... (99) (284) (389)
Net Increase (Decrease) in Short-Term Debt........ 1,265 69 (78)
-------- -------- --------
Net Cash Used by Financing Activities.............. (776) (2,369) (2,900)
-------- -------- --------
Change in Cash and Cash Equivalents................ 546 395 (762)
Cash and Cash Equivalents, Beginning of Year....... 2,325 1,930 2,692
-------- -------- --------
Cash and Cash Equivalents, End of Year............. $ 2,871 $ 2,325 $ 1,930
======== ======== ========
Supplemental Cash Flow Information
Interest Paid.................................... $ 422 $ 310 $ 280
======== ======== ========
Income Taxes Paid................................ $ 589 $ 497 $ 283
======== ======== ========

See accompanying notes to consolidated financial statements.

485BPOS 233rd Page of 281 TOC 1st Previous Next ↓Bottom Just 233rd
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNLESS OTHERWISE INDICATED, ALL AMOUNTS ARE IN MILLIONS OF DOLLARS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Metropolitan Life Insurance Company ("MetLife") and its subsidiaries
(collectively, the "company") provide life insurance and annuity products and
pension, pension-related and investment-related products and services to
individuals, corporations and other institutions. The company also provides
nonmedical health, disability and property and casualty insurance and offers
investment management, investment advisory and commercial finance services.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles ("GAAP"). The New York State
Insurance Department (the "Department") recognizes only statutory accounting
practices for determining and reporting the financial condition and results of
operations of an insurance company for determining solvency under the New York
Insurance Law. No consideration is given by the Department to financial
statements prepared in accordance with GAAP in making such determination.

The consolidated financial statements include the accounts of MetLife and
its subsidiaries, partnerships and joint venture interests in which MetLife
has control. Other equity investments in affiliated companies, partnerships
and joint ventures are generally reported on the equity basis. Minority
interest relating to certain consolidated entities amounted to $277 and $149
at December 31, 1997 and 1996, respectively, and is included in other
liabilities. Significant intercompany transactions and balances have been
eliminated in consolidation.

Prior years' amounts have been reclassified to conform to the 1997
presentation.

On December 31, 1995, the company reclassified (under one-time accounting
implementation guidance) to available for sale certain held to maturity
securities. On July 1, 1997, the company reclassified to available for sale
all securities classified as held to maturity on that date as management
concluded that all securities are now available for sale. As a result,
consolidated equity at July 1, 1997 and December 31, 1995 increased by $198
and $135, respectively, excluding the effects of deferred income taxes,
amounts attributable to participating pension contracts, and adjustments of
deferred policy acquisition costs and future policy benefit loss recognition.

During 1997 management changed to the retrospective interest method of
accounting for investment income on structured note securities in accordance
with authoritative guidance issued in late 1996. As a result, net investment
income increased by $175. The cumulative effect of this accounting change on
prior years' income is not material.

VALUATION OF INVESTMENTS

SECURITIES--As mentioned above, during 1997 management reclassified all of
the company's fixed maturity securities to available for sale. Accordingly, as
of December 31, 1997, all of the company's investment securities are carried
at estimated fair value. Prior to this reclassification, certain fixed
maturity securities (principally bonds and redeemable preferred stock) were
carried at amortized cost. Unrealized investment gains and losses on
investment securities are recorded directly as a separate component of equity
net of related deferred income taxes, amounts attributable to participating
pension contracts and adjustments of deferred policy acquisition costs and
future policy benefit loss recognition. Costs of securities are adjusted for
impairments in value considered other than temporary. Such adjustments are
recorded as realized investment losses.

All security transactions are recorded on a trade date basis.

MORTGAGE LOANS in good standing are carried at amortized cost. A provision
is made for a realized investment loss (and a corresponding allowance is
established) when it becomes probable that the company will be unable to
collect all amounts due under the terms of the loan agreement. The provision
generally is equal to the excess of the carrying value of the mortgage loan
over its estimated fair value. Estimated fair value is based on either the
present value of

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

expected future cash flows discounted at the loan's effective interest rate,
the loan's observable market price or the fair value of the collateral.
Mortgage loans considered to be uncollectible are charged against the
allowance and subsequent recoveries are credited to the allowance. Interest
income earned on loans where the collateral value is used to measure
impairment is recorded on a cash basis. Interest income earned on loans where
the present value method is used to measure impairment is accrued on the net
carrying value amount of the loan at the interest rate used to discount the
cash flows.

POLICY LOANS are stated at unpaid principal balances.

INVESTMENT REAL ESTATE is generally stated at depreciated cost. Real estate
acquired in satisfaction of debt is recorded at estimated fair value at the
date of foreclosure. If events or changes in circumstances indicate that the
carrying amount of the investment exceeds its expected future cash flows, a
realized investment loss is recorded for the impairment. Real estate
investments that management intends to sell in the near term are reported at
the lower of cost or estimated fair market value less allowances for the
estimated cost of sales. Changes in the allowance relating to real estate to
be disposed of and impairments of real estate are reported as realized
investment gains or losses.

Depreciation of real estate is computed evenly over the estimated useful
lives of the properties (20 to 40 years).

LEASES AND LEVERAGED LEASES--The company is the lessor of equipment in both
direct financing and operating lease transactions. At lease commencement, the
company records the aggregate future minimum lease payments due and the
estimated residual value of the leased equipment less the unearned lease
income for direct financing leases. The unearned lease income represents the
excess of aggregate future minimum lease receipts plus the estimated residual
value over the cost of the leased equipment. Lease income is recognized over
the term of the lease in a manner which reflects a level yield on the net
investment in the lease. Certain origination fees and costs are deferred and
recognized over the term of the lease using the interest method. For operating
lease transactions, the cost of equipment or its net realizable value is
depreciated evenly over its estimated economic life.

The company participates in leasing transactions in which it supplies only a
portion of the purchase price, but generally has the entire equity interest in
the equipment and rentals receivable (leveraged leases). These interests,
however, are subordinated to the interests of the lenders supplying the
nonequity portion of the purchase price. The financing is generally in the
form of long-term debt that provides for no recourse against the company and
is collateralized by the property. The investment in leveraged leases is
recorded net of the nonrecourse debt. Revenue, including related tax benefits,
is recorded over the term of the lease at a level rate of return. Management
regularly reviews residual values and writes down residuals to expected values
as needed.

SHORT-TERM INVESTMENTS are stated at amortized cost, which approximates fair
value.

INVESTMENT RESULTS

Realized investment gains and losses are determined by specific
identification and are presented as a component of revenues. Valuation
allowances are deducted from asset categories to which they apply and
provisions for losses for investments are included in investment gains and
losses. Investment gains and losses are reduced by amounts attributable to
participating pension contracts and adjustments of deferred policy acquisition
costs and future policy benefit loss recognition.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.

PROPERTY AND EQUIPMENT

Property and equipment and leasehold improvements are included in other
assets, and are stated at cost, less accumulated depreciation and
amortization. Depreciation, including charges relating to capitalized leases,
is provided evenly or using sum of the years digits method over the lesser of
estimated useful lives of the assets or, where

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

appropriate, the term of the lease. Estimated lives range from 20 to 40 years
for real estate and 5 to 15 years for all other property and equipment.
Amortization of leasehold improvements is provided evenly over the lesser of
the term of the lease or the estimated useful life of the improvements.

DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new business that vary with and are primarily related
to the production of new business are deferred. Such costs, which consist
principally of commissions, agency and policy issue expenses, are amortized
over 40 years for participating traditional life and 30 years for universal
life and investment-type products. Amortization is recorded based on a
constant percentage of estimated gross margins or profits (arising principally
from surrender charges and interest, mortality and expense margins based on
historical and anticipated future experience). Changes to amounts previously
amortized are reflected in earnings in the period related estimates are
revised.

For nonparticipating traditional life and annuity policies with life
contingencies, deferred policy acquisition costs are amortized in proportion
to anticipated premiums. Assumptions as to anticipated premiums are made at
the date of policy issue and are consistently applied during the life of the
contracts. Deviations from estimated experience are reflected in earnings when
they occur. For these contracts, the amortization periods generally are for
the estimated life of the policy.

For nonmedical health insurance contracts, deferred policy acquisition costs
are amortized over the estimated life of the contracts (generally 10 years) in
proportion to anticipated premium revenue at the time of issue.

For property and liability insurance, deferred policy acquisition costs are
amortized over the terms of policies or reinsurance treaties.

OTHER INTANGIBLE ASSETS

The value of insurance acquired and the excess of purchase price over the
fair value of net assets acquired are included in other assets. The value of
insurance acquired is amortized over the expected policy or contract duration
in relation to the present value of estimated gross profits from such policies
and contracts. The excess of purchase price over the fair value of net assets
acquired is amortized evenly over 10 years.

FUTURE POLICY BENEFITS AND POLICYHOLDER ACCOUNT BALANCES

Future policy benefit liabilities for participating traditional life
insurance policies are equal to the aggregate of (a) net level premium
reserves for death and endowment policy benefits (calculated based on the
nonforfeiture interest rate, ranging from 2.5 percent to 7.0 percent, and
mortality rates guaranteed in calculating the cash surrender values described
in such contracts), (b) the liability for terminal dividends, and (c) premium
deficiency reserves, which are established when the liabilities for future
policy benefits plus the present value of expected future gross premiums are
insufficient to provide for expected future policy benefits and expenses after
deferred policy acquisition costs are written off.

Future policy benefit liabilities for traditional annuities are equal to
accumulated contractholder fund balances during the accumulation period and
the present value of expected future payments after annuitization. Interest
rates used in establishing such liabilities range from 6.0 percent to 8.25
percent.

Policyholder account balances for universal life and investment-type
contracts are equal to the policy account values, which consist of an
accumulation of gross premium payments plus credited interest less expense and
mortality charges and withdrawals.

Benefit liabilities for nonmedical health insurance are calculated using the
net level premium method and assumptions as to future morbidity, withdrawals
and interest, which provide a margin for adverse deviation. Benefit
liabilities for disabled lives are estimated using the present value of
benefits method and experience assumptions as to claim terminations, expenses
and interest.

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

For property and liability insurance, the liability for unpaid reported
losses is based on a case by case or overall estimate using the company's past
experience. A provision is also made for losses incurred but not reported on
the basis of estimates and past experience. Revisions of estimates are
reflected in net earnings in the year such refinements are made.

RECOGNITION OF INCOME AND EXPENSE

Premiums from traditional life and annuity policies with life contingencies
are recognized as income when due. Benefits and expenses are matched with such
income resulting in the recognition of profits over the life of the contract.
This match is accomplished through the provision for future policy benefits
and the deferral and subsequent amortization of policy acquisition costs.

Premiums due over a significantly shorter period than the total period over
which benefits are provided are recorded as income when due with any excess
profit deferred and recognized as income in a constant relationship to
insurance in-force or, for annuities, the amount of expected future benefit
payments.

Premiums from nonmedical health contracts are recognized as income on a pro
rata basis over the contract term.

Premiums from universal life and investment-type contracts are credited to
policyholder account balances. Revenues from such contracts consist of amounts
assessed against policyholder account balances for mortality, policy
administration and surrender charges. Amounts that are charged to expense
include benefit claims incurred in the period in excess of related
policyholder account balances and interest credited to policyholder account
balances.

Property and liability premiums are generally recognized as revenue on a pro
rata basis over the policy term. Unearned premiums are included in other
liabilities.

POLICYHOLDER DIVIDENDS

The amount of policyholder dividends to be paid is determined annually by
the board of directors. The aggregate amount of policyholder dividends is
related to actual interest, mortality, morbidity and expense experience for
the year and management's judgment as to the appropriate level of statutory
surplus to be retained by the company.

INCOME TAXES

MetLife and its eligible life insurance and nonlife insurance subsidiaries
file a consolidated U.S. federal income tax return and separate income tax
returns as required. The future tax consequences of temporary differences
between financial reporting and tax bases of assets and liabilities are
measured as of the balance sheet dates and are recorded as deferred income tax
assets or liabilities.

SEPARATE ACCOUNT OPERATIONS

Separate Accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business
of the company. Separate Account assets are subject to general account claims
only to the extent the value of such assets exceeds the Separate Account
liabilities.

Investments held in the Separate Accounts (stated at estimated fair value)
and liabilities of the Separate Accounts (including participants'
corresponding equity in the Separate Accounts) are reported separately as
assets and liabilities. Deposits to Separate Accounts are reported as
increases in Separate Account liabilities and are not reported in revenues.
Mortality, policy administration and surrender charges to all Separate
Accounts are included in revenues.

DISCONTINUED OPERATIONS

Certain operations have been discontinued and, accordingly, are segregated
in the consolidated statements of earnings.

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of foreign operations and subsidiaries are translated
at the exchange rate in effect at year-end. Revenues and benefits and other
expenses are translated at the average rate prevailing during the year.
Translation adjustments arising from the use of differing exchange rates from
period to period are charged or credited directly to equity.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

Statement of Financial Accounting Standards ("SFAS") No. 125 Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
and SFAS No. 127 Deferral of the Effective Date of Certain Provisions of FASB
Statement No. 125 provide accounting and reporting standards relating to
transfers of security interests, repurchase agreements, dollar rolls,
securities lending and similar transactions which will be effective in 1998.
The company believes that the application of these standards will not have a
material impact on the company's results of operations, financial position or
liquidity.

SFAS No. 130 Reporting Comprehensive Income establishes standards for
reporting and presentation of comprehensive income and its components and will
be effective in 1998. Comprehensive income, which includes all changes to
equity except those resulting from investments by owners or distributions to
owners, was $2,024, $229 and $3,326 in 1997, 1996 and 1995, respectively.
Consolidated statements of comprehensive income have not been presented, as
the company has not determined the individual amounts to be displayed in such
statements.

2. INVESTMENTS

FIXED MATURITY AND EQUITY SECURITIES

The cost or amortized cost, gross unrealized gain and loss, and estimated
fair value of fixed maturity and equity securities, by category, were as
follows:

[Download Table]

COST OR GROSS UNREALIZED
AMORTIZED ---------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- --------- -----------------

DECEMBER 31, 1997
Available for Sale Securities:
Fixed Maturities:
Bonds:
U. S. Treasury securities and
obligations of U. S. government
corporations and agencies............ $ 10,619 $ 1,511 $ 2 $ 12,128
States and political subdivisions..... 486 22 -- 508
Foreign governments................... 3,420 371 52 3,739
Corporate............................. 41,191 2,343 290 43,244
Mortgage-backed securities............ 22,191 572 21 22,742
Other................................. 9,463 428 134 9,757
-------- --------- ------ --------
Total bonds......................... 87,370 5,247 499 92,118
Redeemable preferred stocks............. 494 19 1 512
-------- --------- ------ --------
Total fixed maturities.............. $ 87,864 $ 5,266 $ 500 $ 92,630
======== ========= ====== ========
Equity Securities:
Common stocks........................... $ 2,444 $ 1,716 $ 105 $ 4,055
Nonredeemable preferred stocks.......... 201 5 11 195
-------- --------- ------ --------
Total equity securities............. $ 2,645 $ 1,721 $ 116 $ 4,250
======== ========= ====== ========

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

[Download Table]

COST OR GROSS UNREALIZED
AMORTIZED ---------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- --------- ------------------

DECEMBER 31, 1996
Available for Sale Securities:
Fixed Maturities:
Bonds:
U. S. Treasury securities and
obligations of U. S. government
corporations and agencies........... $12,949 $ 901 $128 $13,722
States and political subdivisions.... 536 13 1 548
Foreign governments.................. 2,597 266 6 2,857
Corporate............................ 32,520 1,102 294 33,328
Mortgage-backed securities........... 21,200 407 91 21,516
Other................................ 2,511 90 30 2,571
------- --------- ------- -------
Total bonds........................ 72,313 2,779 550 74,542
Redeemable preferred stocks............ 500 -- 3 497
------- --------- ------- -------
Total fixed maturities............. $72,813 $ 2,779 $ 553 $75,039
======= ========= ======= =======
Equity Securities:
Common stocks.......................... $ 1,882 $ 648 $ 55 $ 2,475
Nonredeemable preferred stocks......... 371 51 81 341
------- --------- ------- -------
Total equity securities............ $ 2,253 $ 699 $ 136 $ 2,816
======= ========= ======= =======

[Download Table]

GROSS UNREALIZED
AMORTIZED ---------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- -------- -------- ----------

DECEMBER 31, 1996
Held to Maturity Securities:
Fixed Maturities:
Bonds:
U.S. Treasury securities and obliga-
tions of U.S. government corpora-
tions and
agencies............................ $ 48 $ 3 $ 51
States and political subdivisions.... 58 1 59
Foreign governments.................. 260 5 265
Corporate............................ 7,520 236 $ 64 7,692
Mortgage-backed securities........... 689 1 16 674
Other................................ 2,746 85 24 2,807
------- -------- -------- -------
Total bonds........................ 11,321 331 104 11,548
Redeemable preferred stocks............ 1 -- -- 1
------- -------- -------- -------
Total fixed maturities............. $11,322 $ 331 $ 104 $11,549
======= ======== ======== =======

The amortized cost and estimated fair value of bonds, by contractual
maturity, were as follows:

[Download Table]

AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------

DECEMBER 31, 1997
Due in one year or less.............................. $ 1,916 $ 1,927
Due after one year through five years................ 15,830 16,260
Due after five years through 10 years................ 23,023 24,067
Due after 10 years................................... 24,410 27,122
------- -------
Subtotal........................................... 65,179 69,376
Mortgage-backed securities........................... 22,191 22,742
------- -------
Total.............................................. $87,370 $92,118
======= =======

Bonds not due at a single maturity date have been included in the above table
in the year of final maturity. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without prepayment penalties.

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

MORTGAGE LOANS

Mortgage loans are collateralized by properties principally located
throughout the United States and Canada. At December 31, 1997, approximately
15 percent, 7 percent and 6 percent of the properties were located in
California, Illinois and Florida, respectively. Generally, the company (as the
lender) requires that a minimum of one-fourth of the purchase price of the
underlying real estate be paid by the borrower.

The mortgage loan investments were categorized as follows:

[Download Table]

1997 1996
---- ----

DECEMBER 31
Office buildings................................................ 32% 30%
Retail.......................................................... 16% 19%
Residential..................................................... 15% 16%
Agricultural.................................................... 18% 18%
Other........................................................... 19% 17%
---- ----
Total......................................................... 100% 100%
==== ====

Many of the company's real estate joint ventures have mortgage loans with
the company. The carrying values of such mortgages were $753 and $869 at
December 31, 1997 and 1996, respectively.

Mortgage loan valuation allowances and changes thereto were as follows:

[Download Table]

1997 1996 1995
------ ------ ------

YEARS ENDED DECEMBER 31
Balance, January 1............................... $ 444 $ 466 $ 483
Additions charged to income...................... 61 144 107
Deductions for writedowns and dispositions....... (241) (166) (124)
------ ------ ------
Balance, December 31............................. $ 264 $ 444 $ 466
====== ====== ======

Impaired mortgage loans and related valuation allowances were as follows:

1997 1996
------ ------

DECEMBER 31
Impaired mortgage loans with valuation allow-
ances........................................... $1,231 $1,677
Impaired mortgage loans with no valuation allow-
ances........................................... 306 165
------ ------
Recorded investment in impaired mortgage loans... 1,537 1,842
Valuation allowances............................. (250) (427)
------ ------
Net impaired mortgage loans...................... $1,287 $1,415
====== ======

1997 1996 1995
------ ------ ------

YEARS ENDED DECEMBER 31
Average recorded investment in impaired mortgage
loans........................................... $1,680 $2,113 $2,365
====== ====== ======

Interest income on impaired mortgage loans recorded on a cash basis totaled
$110 , $122 and $169 for the years ended December 31, 1997, 1996 and 1995,
respectively.

REAL ESTATE

Accumulated depreciation on real estate was as follows:

[Download Table]

1997 1996 1995
------ ------ ------

YEARS ENDED DECEMBER 31
Balance, January 1................................ $2,109 $2,187 $2,757
Depreciation expense.............................. 332 348 427
Deductions for dispositions....................... (475) (426) (997)
------ ------ ------
Balance, December 31.............................. $1,966 $2,109 $2,187
====== ====== ======

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Real estate valuation allowances and changes thereto were as follows:

[Download Table]

1997 1996 1995
----- ----- -----

YEARS ENDED DECEMBER 31
Balance, January 1................................... $ 529 $ 743 $ 622
(Credited) charged to income......................... (52) 127 358
Deductions for writedowns and dispositions........... (436) (341) (237)
----- ----- -----
Balance, December 31................................. $ 41 $ 529 $ 743
===== ===== =====

The above table does not include valuation allowances of $55, $118 and $167
at December 31, 1997, 1996 and 1995, respectively, relating to investments in
real estate joint ventures.

Prior to 1996, the company established valuation allowances for all impaired
real estate investments including real estate held for investment. During
1996, $150 of allowances relating to real estate held for investment were
applied as writedowns to specific properties. During 1997, allowances of $94
relating to real estate held for sale were applied as writedowns to specific
properties. The balances in the real estate valuation allowances at December
31, 1997 and 1996, relate to properties that management has committed to a
plan of sale. The carrying values, net of valuation allowances, of properties
committed to a plan of sale were $206 and $1,844 at December 31, 1997 and
1996, respectively. Net investment income relating to such properties was $8
and $60 for the years ended December 31, 1997 and 1996, respectively.

At December 31, 1997 and 1996, the company owned real estate acquired in
satisfaction of debt of $218 and $456, respectively.

LEASES AND LEVERAGED LEASES

The company's investment in direct financing leases and leveraged leases was
as follows:

[Download Table]

DIRECT
FINANCING LEVERAGED
LEASES LEASES TOTAL
-------------- ------------- --------------
1997 1996 1997 1996 1997 1996
------ ------ ------ ----- ------ ------

DECEMBER 31
Investment................ $1,137 $1,247 $ 851 $ 387 $1,988 $1,634
Estimated residual values. 183 238 641 543 824 781
------ ------ ------ ----- ------ ------
Total................... 1,320 1,485 1,492 930 2,812 2,415
Unearned income........... (261) (336) (428) (316) (689) (652)
------ ------ ------ ----- ------ ------
Net investment............ $1,059 $1,149 $1,064 $ 614 $2,123 $1,763
====== ====== ====== ===== ====== ======

The investment amounts set forth above are generally due in monthly
installments. The payment periods generally range from three to eight years,
but in certain circumstances are as long as 20 years. Average yields range
from 7 percent to 12 percent. These receivables are generally collateralized
by the related property.

Scheduled aggregate receipts for the investment and estimated residual
values in direct financing leases were as follows:

[Download Table]

DIRECT
FINANCING RESIDUALS TOTAL
--------- --------- ------

YEARS ENDED DECEMBER 31
1998......................................... $ 229 $ 14 $ 243
1999......................................... 211 19 230
2000......................................... 192 25 217
2001......................................... 147 19 166
2002......................................... 114 22 136
Thereafter................................... 244 84 328
------ ---- ------
Total........................................ $1,137 $183 $1,320
====== ==== ======

485BPOS 241st Page of 281 TOC 1st Previous Next ↓Bottom Just 241st
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Historical collection experience indicates that a portion of the above
amounts will be paid prior to contractual maturity. Accordingly, the future
receipts, as shown above, should not be regarded as a forecast of future cash
flows.

FINANCIAL INSTRUMENTS

The company has a securities lending program whereby large blocks of
securities are loaned to third parties, primarily major brokerage firms.
Company policy requires a minimum of 102 percent of the fair value of the
loaned securities to be separately maintained as collateral for the loans. The
collateral is recorded in memorandum records and is not reflected in the
consolidated balance sheets. To further minimize the credit risks related to
this lending program, the company regularly monitors the financial condition
of the borrowers.

The company engages in a variety of derivative transactions. Certain
derivatives, such as forwards, futures, options and swaps, which do not
themselves generate interest or dividend income, are acquired or sold in order
to hedge or reduce risks applicable to assets held, or expected to be
purchased or sold, and liabilities incurred or expected to be incurred. The
company also may occasionally sell covered call options. The company does not
engage in trading of derivatives.

Derivative financial instruments involve varying degrees of market risk
resulting from changes in the volatility of interest rates, foreign currency
exchange rates or market values of the underlying financial instruments. The
company's risk of loss is typically limited to the fair value of these
instruments and not by the notional or contractual amounts which reflect the
extent of involvement but not necessarily the amounts subject to risk. Credit
risk arises from the possible inability of counterparties to meet the terms of
the contracts. Credit risk due to counterparty nonperformance associated with
these instruments is the unrealized gain, if any, reflected by the fair value
of such instruments.

During the three year period ended December 31, 1997, the company employed
several ongoing derivatives strategies. The company entered into a number of
anticipatory hedge agreements using securities forwards, futures and interest
rate swaps to limit the interest rate exposure of investments expected to be
acquired or sold within one year. The company also executed swaps and foreign
currency forwards to hedge, including on an anticipatory basis, the foreign
currency risk of foreign currency denominated investments. The company also
used interest rate swaps and forwards to reduce risks from changes in interest
rates and exposures arising from mismatches between assets and liabilities. In
addition, the company has used interest rate caps to reduce the market and
interest rate risks relating to certain assets and liabilities.

Income and expense related to derivatives used to hedge or manage risks are
recorded on the accrual basis as an adjustment to the yield of the related
securities over the periods covered by the derivative contracts. Gains and
losses relating to early terminations of interest rate swaps used to hedge or
manage interest rate risk are deferred and amortized over the remaining period
originally covered by the swap. Gains and losses relating to derivatives used
to hedge the risks associated with anticipated transactions are deferred and
utilized to adjust the basis of the transaction once it has closed. If it is
determined that the transaction will not close, such gains and losses are
included in realized investment gains and losses.

ASSETS ON DEPOSIT

As of December 31, 1997 and 1996, the company had assets on deposit with
regulatory agencies of $4,695 and $4,062, respectively.

485BPOS 242nd Page of 281 TOC 1st Previous Next ↓Bottom Just 242nd
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. NET INVESTMENT INCOME AND INVESTMENT GAINS

The sources of net investment income were as follows:

[Download Table]

1997 1996 1995
------- ------- -------

YEARS ENDED DECEMBER 31
Fixed maturities............................ $ 6,455 $ 6,042 $ 6,006
Equity securities........................... 50 60 45
Mortgage loans on real estate............... 1,684 1,523 1,501
Policy loans................................ 368 399 394
Real estate................................. 1,566 1,647 1,833
Real estate joint ventures.................. 42 21 41
Other limited partnership interests......... 302 215 149
Leases and leveraged leases................. 131 135 113
Cash, cash equivalents and short-term in-
vestments.................................. 169 214 231
Other investment income..................... 235 281 326
------- ------- -------
Gross investment income..................... 11,002 10,537 10,639
Investment expenses......................... (1,527) (1,544) (1,802)
------- ------- -------
Investment income, net...................... $ 9,475 $ 8,993 $ 8,837
======= ======= =======

Investment gains (losses), including changes in valuation allowances, were as
follows:

1997 1996 1995
------- ------- -------

YEARS ENDED DECEMBER 31
Fixed maturities............................ $ 118 $ 234 $ 621
Equity securities........................... 224 78 (5)
Mortgage loans on real estate............... 56 (86) (51)
Real estate................................. 249 165 (375)
Real estate joint ventures.................. 117 61 (142)
Other limited partnership interests......... 103 82 117
Other....................................... 162 (76) (92)
------- ------- -------
Subtotal................................ 1,029 458 73
Investment gains relating to:
Participating pension contracts........... (35) (20) --
Amortization of deferred policy acquisi-
tion costs............................... (70) (4) (78)
Future policy benefit loss recognition.... (126) (203) (152)
------- ------- -------
Net investment gains (losses)............... $ 798 $ 231 $ (157)
======= ======= =======

Sales of bonds were as follows:

1997 1996 1995
------- ------- -------

YEARS ENDED DECEMBER 31
Bonds classified as available for sale
Proceeds.................................. $72,396 $74,580 $58,537
Gross realized gains...................... 691 1,069 1,013
Gross realized losses..................... 584 842 402
Bonds classified as held to maturity
Proceeds.................................. $ 352 $ 1,281 $ 1,806
Gross realized gains...................... 5 10 17
Gross realized losses..................... 1 1 4

485BPOS 243rd Page of 281 TOC 1st Previous Next ↓Bottom Just 243rd
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The net unrealized investment gains (losses), which are included in the
consolidated balance sheets as a component of equity, and the changes for the
corresponding years were as follows:

[Download Table]

1997 1996 1995
------ ------ -------

DECEMBER 31
Balance, comprised of:
Unrealized investment gains on:
Fixed maturities.......................... $4,766 $2,226 $ 5,166
Equity securities......................... 1,605 563 210
Other..................................... 294 474 380
------ ------ -------
6,665 3,263 5,756
------ ------ -------
Amounts allocable to:
Participating pension contracts............. 312 9 350
Loss recognition............................ 2,189 1,219 2,064
Deferred policy acquisition cost............ 1,147 420 748
Deferred income taxes....................... 1,119 587 948
------ ------ -------
4,767 2,235 4,110
------ ------ -------
Total................................... $1,898 $1,028 $ 1,646
====== ====== =======

1997 1996 1995
------ ------ -------

YEARS ENDED DECEMBER 31
Balance, January 1............................ $1,028 $1,646 $ (955)
Unrealized investment gains (losses) during
year......................................... 3,402 (2,493) 7,665
Unrealized investment (gains) losses allocable
to:
Participating pension contracts............. (303) 341 (258)
Loss recognition............................ (970) 845 (2,063)
Deferred policy acquisition costs........... (727) 328 (1,247)
Deferred income taxes......................... (532) 361 (1,496)
------ ------ -------
Balance, December 31.......................... $1,898 $1,028 $ 1,646
====== ====== =======

485BPOS 244th Page of 281 TOC 1st Previous Next ↓Bottom Just 244th
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. JOINT VENTURES AND OTHER LIMITED PARTNERSHIPS

Combined financial information for real estate joint ventures and other
limited partnership interests accounted for under the equity method, in which
the company has an investment of at least $10 and an equity interest of at
least 10 percent, was as follows:

[Download Table]

1997 1996
------ ------

DECEMBER 31
Assets:
Investments in real estate, at depreciated cost........ $ 938 $1,030
Investments in securities, at estimated fair value..... 717 621
Cash and cash equivalents.............................. 141 37
Other.................................................. 984 1,030
------ ------
Total assets......................................... 2,780 2,718
------ ------
Liabilities:
Borrowed funds--third party............................ 384 243
Borrowed funds--MetLife................................ 136 69
Other.................................................. 678 915
------ ------
Total liabilities.................................... 1,198 1,227
------ ------
Partners' capital........................................ $1,582 $1,491
====== ======
MetLife equity in partners' capital included above....... $ 822 $ 786
====== ======

[Download Table]

1997 1996 1995
----- ----- -----

YEARS ENDED DECEMBER 31
Operations:
Revenues of real estate joint ventures......... $ 291 $ 275 $ 364
Revenues of other limited partnership inter-
ests.......................................... 276 297 417
Interest expense--third party.................. (25) (11) (26)
Interest expense--MetLife...................... (16) (19) (31)
Other expenses................................. (396) (411) (501)
----- ----- -----
Net earnings..................................... $ 130 $ 131 $ 223
===== ===== =====
MetLife earnings from real estate joint ventures
and other limited partnership interests included
above........................................... $ 59 $ 34 $ 28
===== ===== =====

5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS

The company assumes and cedes insurance with other insurance companies. The
consolidated statements of earnings are presented net of reinsurance ceded.

The effect of reinsurance on premiums earned was as follows:

[Download Table]

1997 1996 1995
------- ------- -------

YEARS ENDED DECEMBER 31
Direct premiums............................ $12,749 $12,569 $11,944
Reinsurance assumed........................ 360 508 812
Reinsurance ceded.......................... (1,810) (1,615) (1,578)
------- ------- -------
Net premiums earned........................ $11,299 $11,462 $11,178
======= ======= =======
Reinsurance recoveries netted against
policyholder benefits..................... $ 1,689 $ 1,667 $ 1,523
======= ======= =======

Premiums and other receivables in the consolidated balance sheets include
reinsurance recoverables of $1,579 and $700 at December 31, 1997 and 1996,
respectively.

485BPOS 245th Page of 281 TOC 1st Previous Next ↓Bottom Just 245th
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Activity in the liability for unpaid losses and loss adjustment expenses
relating to property and casualty and group accident and nonmedical health
policies and contracts was as follows:

[Download Table]

1997 1996 1995
------ ------ ------

YEARS ENDED DECEMBER 31
Balance at January 1........................... $3,345 $3,296 $2,670
Reinsurance recoverables..................... (215) (214) (104)
------ ------ ------
Net balance at January 1....................... 3,130 3,082 2,566
------ ------ ------
Incurred related to:
Current year................................. 2,855 2,951 3,420
Prior years.................................. 88 (114) (68)
------ ------ ------
Total incurred............................. 2,943 2,837 3,352
------ ------ ------
Paid related to:
Current year................................. 1,832 1,998 2,053
Prior years.................................. 815 791 783
------ ------ ------
Total paid................................. 2,647 2,789 2,836
------ ------ ------
Net balance at December 31..................... 3,426 3,130 3,082
Plus reinsurance recoverables................ 229 215 214
------ ------ ------
Balance at December 31......................... $3,655 $3,345 $3,296
====== ====== ======

The company has exposure to catastrophes, which are an inherent risk of the
property and casualty insurance business and could contribute to material
fluctuations in the company's results of operations. The company uses excess
of loss and quota share reinsurance arrangements to reduce its catastrophe
losses and provide diversification of risk.

6. INCOME TAXES

Income tax expense for U. S. operations has been calculated in accordance
with the provisions of the Internal Revenue Code, as amended (the "Code").
Under the Code, the amount of federal income tax expense incurred by mutual
life insurance companies includes an equity tax calculated by a prescribed
formula that incorporates a differential earnings rate between stock and
mutual life insurance companies.

The income tax expense (benefit) of continuing operations was as follows:

[Download Table]

CURRENT DEFERRED TOTAL
------- -------- -----

1997
Federal......................................... $432 $(26) $406
State and local................................. 10 9 19
Foreign......................................... 26 25 51
---- ---- ----
Total......................................... $468 $ 8 $476
==== ==== ====
1996
Federal......................................... $346 $ 66 $412
State and local................................. 25 6 31
Foreign......................................... 27 12 39
---- ---- ----
Total......................................... $398 $ 84 $482
==== ==== ====
1995
Federal......................................... $241 $ 65 $306
State and local................................. 52 3 55
Foreign......................................... 22 24 46
---- ---- ----
Total......................................... $315 $ 92 $407
==== ==== ====

485BPOS 246th Page of 281 TOC 1st Previous Next ↓Bottom Just 246th
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Reconciliations of the differences between income taxes of continuing
operations computed at the federal statutory tax rates and consolidated
provisions for income taxes were as follows:

[Download Table]

1997 1996 1995
------ ------ ----

YEARS ENDED DECEMBER 31
Earnings from continuing operations before
income taxes................................... $1,693 $1,406 $744
Income tax rate................................. 35% 35% 35%
------ ------ ----
Expected income tax expense at federal statutory
income tax rate................................ 593 492 260
Tax effect of:
Tax exempt investment income.................. (30) (18) (9)
Goodwill...................................... 9 -- --
Differential earnings amount.................. (40) 38 67
State and local income taxes.................. 15 23 37
Foreign operations............................ 7 (7) 25
Tax credits................................... (15) (15) (15)
Prior year taxes.............................. (2) (46) (3)
Sale of subsidiary............................ (41) -- --
Other, net.................................... (20) 15 45
------ ------ ----
Income taxes.................................... $ 476 $ 482 $407
====== ====== ====

The deferred income tax assets or liabilities recorded at December 31, 1997
and 1996 represent the net temporary differences between the tax bases of
assets and liabilities and their amounts for financial reporting. The
components of the net deferred income tax asset or liability were as follows:

[Download Table]

1997 1996
------ ------

DECEMBER 31
Deferred income tax assets:
Policyholder liabilities and receivables........ $3,010 $2,889
Net operating loss carryforwards................ 33 38
Other, net...................................... 938 698
------ ------
Total gross deferred income tax assets........ 3,981 3,625
Less valuation allowance........................ 24 14
------ ------
Deferred income tax assets, net of valuation al-
lowance.......................................... 3,957 3,611
------ ------
Deferred income tax liabilities:
Investments..................................... 1,227 848
Deferred policy acquisition costs............... 1,890 1,940
Net unrealized capital gains.................... 1,119 587
Other, net...................................... 193 199
------ ------
Total deferred income tax liabilities......... 4,429 3,574
------ ------
Net deferred income tax (liability) asset......... $ (472) $ 37
====== ======

485BPOS 247th Page of 281 TOC 1st Previous Next ↓Bottom Just 247th
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The sources of deferred income tax expense (benefit) and their tax effects
were as follows:

[Download Table]

1997 1996 1995
----- ----- -----

YEARS ENDED DECEMBER 31
Policyholder liabilities and receivables........... $(109) $ 53 $(105)
Net operating loss carryforwards................... 5 (19) 89
Investments........................................ 382 50 199
Deferred policy acquisition costs.................. (51) 55 49
Change in valuation allowance...................... 10 4 (6)
Other, net......................................... (229) (59) (134)
----- ----- -----
Total............................................ $ 8 $ 84 $ 92
===== ===== =====

The valuation allowance for the tax benefits of net operating loss
carryforwards reflects management's assessment, based on available information,
that it is more likely than not that the deferred income tax asset for net
operating loss carryforwards will not be realized. The benefit will be
recognized when management believes that it is more likely than not that the
deferred income tax asset is realizable. U.S. tax basis net operating loss
carryforwards of $15 are available, subject to statutory limitation, to offset
taxable income through the year 2012.

7. EMPLOYEE BENEFIT PLANS

PENSION PLANS

The company is both the sponsor and administrator of defined benefit pension
plans covering all eligible employees and sales representatives of MetLife and
certain of its subsidiaries. Retirement benefits are based on years of credited
service and final average earnings history.

Components of the net periodic pension (credit) cost for the defined benefit
qualified and nonqualified pension plans were as follows:

1997 1996 1995
----- ----- -----

YEARS ENDED DECEMBER 31
Service cost....................................... $ 73 $ 77 $ 62
Interest cost on projected benefit obligation...... 244 232 222
Actual return on assets............................ (318) (273) (280)
Net amortization and deferrals..................... (5) (12) (13)
----- ----- -----
Net periodic pension (credit) cost................. $ (6) $ 24 $ (9)
===== ===== =====

485BPOS 248th Page of 281 TOC 1st Previous Next ↓Bottom Just 248th
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The funded status of the qualified and nonqualified defined benefit pension
plans and a comparison of the accumulated benefit obligation, plan assets and
projected benefit obligation were as follows:

[Download Table]

1997 1996
---------------------- ----------------------
OVERFUNDED UNDERFUNDED OVERFUNDED UNDERFUNDED
---------- ----------- ---------- -----------

DECEMBER 31
Actuarial present value of
obligations:
Vested.................... $2,804 $ 251 $2,668 $223
Nonvested................. 33 2 36 2
------ ----- ------ ----
Accumulated benefit obliga-
tion...................... $2,837 $ 253 $2,704 $225
====== ===== ====== ====
Projected benefit obliga-
tion...................... $3,170 $ 353 $2,958 $310
Plan assets (principally
company investment
contracts) at contract
value 3,831 151 3,495 133
------ ----- ------ ----
Plan assets in excess of
(less than) projected
benefit obligation........ 661 (202) 537 (177)
Unrecognized prior service
cost...................... 125 25 139 26
Unrecognized net (gain)
loss from past experience
different from that
assumed................... (130) 21 (27) 60
Unrecognized net asset at
transition................ (140) -- (176) --
------ ----- ------ ----
Prepaid (accrued) pension
cost at December 31....... $ 516 $(156) $ 473 $(91)
====== ===== ====== ====

The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation ranged from 7.25 percent to 7.75
percent for 1997 and 7.25 percent to 8.0 percent for 1996. The weighted
average assumed rate of increase in future compensation levels ranged from 4.5
percent to 8.5 percent in 1997 and from 4.0 percent to 8.0 percent in 1996.
The assumed long-term rate of return on assets used in determining the net
periodic pension cost was 8.75 percent in 1997 and ranged from 8.0 percent to
8.5 percent in 1996. In addition, several other factors, such as expected
retirement dates and mortality, enter into the determination of the actuarial
present value of the accumulated benefit obligation.

SAVINGS AND INVESTMENT PLANS

The company sponsors savings and investment plans available for
substantially all employees under which the company matches a portion of
employee contributions. During 1997, 1996 and 1995, the company contributed
$44, $42 and $49, respectively, to the plans.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘485BPOS’ Filing	Date	First	Last	Other Filings

	11/1/03	250
	1/1/00	44	188
	3/2/99	16	146
	1/1/99	88	180
	7/1/98	26	162
	5/1/98	1	192
Filed on / Effective on:	4/3/98	1
	4/2/98	279	281
	3/27/98	1		24F-2NT
	3/12/98	228	281
	3/6/98	206	281
	2/28/98	276
	2/12/98	228	281
	1/23/98	16	146
	1/1/98	227
	12/31/97	1	266	24F-2NT, 24F-2NT/A, NSAR-U
	12/30/97	226
	12/18/97	226
	7/1/97	233
	4/30/97	262		485BPOS
	4/25/97	226
	4/16/97	226
	3/3/97	16	227
	2/28/97	262		485APOS, 497
	2/7/97	226
	1/1/97	40	204
	12/31/96	40	256	24F-2NT
	8/20/96	88	180
	5/1/96	154
	4/29/96	262		485BPOS
	2/27/96	262		485APOS
	1/15/96	74
	1/1/96	28	166
	12/31/95	193	256	24F-2NT
	5/16/93	9	145
	1/1/93	197	205
	5/1/92	154
	1/7/92	225
				List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/22/24  Metropolitan Life Sep Account E   485BPOS     4/29/24   16:16M                                    Donnelley … Solutions/FA
 4/20/23  Metropolitan Life Sep Account E   485BPOS     5/01/23   11:15M                                    Donnelley … Solutions/FA
 4/21/22  Metropolitan Life Sep Account E   485BPOS     5/01/22    7:8.6M                                   Donnelley … Solutions/FA
 4/28/21  Metropolitan Life Sep Account E   485BPOS     4/30/21    5:7.4M                                   Donnelley … Solutions/FA
 2/16/21  Metropolitan Life Sep Account E   485APOS                1:1.2M                                   Donnelley … Solutions/FA

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Filing Submission 0000950130-98-001736 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Metropolitan Life Separate Account E – ‘485BPOS’ on 4/3/98

As of: Friday, 4/3/98 · Effective: 4/3/98 · Accession #: 950130-98-1736 · File #s: 2-90380, 811-04001

Post-Effective AmendmentFiling Table of Contents

485BPOS — Metropolitan Separate Account EDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

Post-Effective Amendment
Filing Table of Contents

485BPOS — Metropolitan Separate Account E
Document Table of Contents